6-K 1 d240115d6k.htm FORM 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

September 21, 2016

BHP BILLITON LIMITED |  | BHP BILLITON PLC
(ABN 49 004 028 077) |  | (REG. NO. 3196209)
(Exact name of Registrant as specified in its charter) |  | (Exact name of Registrant as specified in its charter)

VICTORIA, AUSTRALIA |  | ENGLAND AND WALES
(Jurisdiction of incorporation or organisation) |  | (Jurisdiction of incorporation or organisation)
171 COLLINS STREET, MELBOURNE, |  | NEATHOUSE PLACE, LONDON,
VICTORIA 3000 AUSTRALIA |  | UNITED KINGDOM
(Address of principal executive offices) |  | (Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: x Form 20-F ¨ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: ¨ Yes x No

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

|  |  |  |  |  | BHP Billiton Limited and BHP Billiton Plc
Date: September 21, 2016 |  |  |  | By: |  | /s/ Rachel Agnew
|  |  |  | Name: |  | Rachel Agnew
|  |  |  | Title: |  | Company Secretary

If undeliverable please return to:
Computershare Investor Services Pty Limited
GPO Box 782
Melbourne Vic 3001
Australia
POSTAGE
PAID
AUSTRALIA
bhpbilliton
BHP Billiton Limited Shareholder Pack 2016
Information online
General information on BHP Billiton and the 2016 Annual Report, Sustainability Report and Notice of Annual General Meeting can be found online at www.bhpbilliton.com under the Investors and Media section.
You can also vote online via www.bhpbilliton.com or at www.investorvote.com.au or use BHP Billiton’s mobile voting service for smartphones. Please see enclosed instructions for more details.
213282_01V06J

All correspondence to:
BHP Billiton Share Registrar Computershare Investor Services Pty Limited GPO Box 782 Melbourne Victoria 3001 Australia
Questions from Shareholders
The Annual General Meeting (AGM) of BHP Billiton Limited will be held at the Brisbane Convention and Exhibition Centre,
Corner of Merivale and Glenelg Streets, Southbank, Brisbane, Queensland, Australia on Thursday 17 November 2016 at 11:00am (Brisbane time). Shareholders who are unable to attend the meeting or who prefer to register questions in advance, are invited to do so. This form is provided as a convenient way to submit any questions you may have.
Please return your completed question form to our Share Registrar, Computershare Investor Services Pty Limited,
GPO Box 782, Melbourne VIC 3001, or by facsimile to 1800 783 447 (outside Australia +61 3 9473 2555) by Thursday 10 November 2016. The envelope provided for the return of your proxy form may also be used for this purpose.
You may also submit written questions to the auditor if the questions are relevant to the content of the auditor’s report or the conduct of the audit of the financial report to be considered at the AGM.
We will endeavour, during the course of the AGM, to address the more frequently raised questions.
Question(s): Please mark X if it is a question directed to the auditor
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2
3
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BHP Billiton Limited
A member of the BHP Billiton Group
which is headquartered in Australia
+ B H P B Registered in Australia ABN 49 004 028 077
213282_01V06J

BHP Billiton Limited Registered in Australia ABN 49 004 028 077
Proxy Form
All correspondence to:
Computershare Investor Services Pty Limited GPO Box 782 Melbourne Victoria 3001 Australia Enquiries (within Australia) 1300 656 780 (outside Australia) +61 3 9415 4020 Facsimile (within Australia) 1800 783 447 Facsimile (outside Australia) +61 3 9473 2555
LODGEMENT OF YOUR PROXY FORM
To be valid, this proxy form must be received by 12 noon Melbourne time (11:00am Brisbane time) on Tuesday 15 November 2016.
Any proxy form (and any Power of Attorney under which it is signed) received after that time will not be valid for the scheduled meeting.
How to complete this proxy form
If you are unable to attend the Annual General Meeting to be held in Brisbane on Thursday 17 November 2016 at 11:00am (Brisbane time), you are encouraged to appoint a person or body corporate who will attend as your proxy and exercise your right to vote your shares. If you appoint a body corporate as your proxy, the body corporate should appoint a person as its representative at the Annual General Meeting in accordance with section 250D of the Corporations Act 2001.
Appointment of a second proxy
A shareholder entitled to cast two or more votes may appoint up to two proxies (whether shareholders or not) to attend the meeting and vote. A separate proxy form should be used for each proxy appointment. An additional proxy form will be supplied on request.
Directing your proxy how to vote
If you wish to direct your proxy how to vote (or to abstain from voting) on any resolution, place a mark (“X”) in the “For”, “Against” or “Abstain” box for each resolution.
If you mark more than one box on a resolution, your vote on that resolution will be invalid. If you mark the “Abstain” box for a particular resolution, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted in computing the required majority.
IMPORTANT NOTE:
In this proxy form, BHP Billiton Limited and BHP Billiton Plc together are referred to as BHP Billiton.
The key management personnel (‘KMP’) of BHP Billiton (which includes each of the Directors) and their closely related parties will not be able to vote as your proxy on Items 7, 8 and 9 unless you tell them how to vote or, if the Chairman of the Meeting is your proxy, you expressly authorise him to vote even though Items 7, 8 and 9 are connected with the remuneration of the KMP. If you intend to appoint a member of the KMP as your proxy, you can direct them to vote for or against or to abstain from voting on Items 7, 8 and 9 by marking the appropriate boxes on the proxy form.
Signing Instructions
You must sign this proxy form as follows in the spaces provided:
Individual: Where the holding is in one name, the proxy form must be signed by the shareholder or the shareholder’s attorney.
Joint holding: Where the holding is in more than one name, all of the shareholders should sign.
Power of Attorney: To sign under Power of Attorney, you must have already lodged the Power of Attorney with the Share Registrar for notation. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this proxy form when you return it.
Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this proxy form must be signed by that person. If the company (in accordance with section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can sign alone. Otherwise this proxy form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.
If a representative of a company shareholder or a company proxy is to attend the meeting the appropriate “Appointment of Corporate Representative Form” should be produced prior to admission. This form may be obtained from the Share Registrar.
Internet and Mobile voting
Go to www.bhpbilliton.com or www.investorvote.com.au then follow the instructions. You can also go directly to www.investorvote.com.au by scanning the QR Code below with your smartphone. To access these services you will require the Control Number, your Securityholder Reference Number (SRN) or Holder Identification Number (HIN), and postcode, each of which is printed at either the top or bottom of this form.
Any questions?
If you have any questions on how to complete this proxy form or you would like an additional form, please call: 1300 656 780 (within Australia), +61 3 9415 4020 (outside Australia).
Documents may be lodged:
VIA THE INTERNET BY SMARTPHONE BY MAIL IN PERSON
OR FAX
www.bhpbilliton.com or www.investorvote.com.au (refer Internet and Mobile Voting instructions above) Scan QR Code Share Registrar Computershare Investor Services Pty Limited GPO Box 782 Melbourne Victoria 3001 Australia Share Registrar Computershare Investor Services Pty Limited, Yarra Falls, 452 Johnston Street, Abbotsford Melbourne Victoria 3067 Australia
B H P B Within Australia 1800 783 447 Outside Australia +61 3 9473 2555 213282_01V06J +

bhpbilliton
Appointment of Proxy I/we being a member/s of BHP Billiton Limited and entitled to attend and vote hereby appoint
X the Chairman
of the Meeting (mark box with an ‘X’) OR Write here the name of the person (or body corporate) you are appointing if this person is someone other than the Chairman of the Meeting.
or failing attendance at the Meeting of the person or body corporate named above, or if no person is named, the Chairman of the Meeting, to act generally at the Meeting on my/our behalf and to vote in accordance with the directions on this proxy form or, if no directions have been given and to the extent permitted by law, as he or she sees fit, at the Annual General Meeting of BMP Billiton Limited to be held at the Brisbane Convention and Exhibition Centre, Comer of Merivale and Glenelg Streets, Southbank, Brisbane, Queensland, Australia on Thursday 17 November 2016 at 11:00am (Brisbane time) and at any adjournment or postponement thereof.
IMPORTANT NOTE:
The Chairman of the Meeting intends to vote available proxies in favour of each item of business. If the Chairman of the Meeting is your proxy (or becomes your proxy by default), by signing and returning this form you expressly authorise the Chairman to exercise your proxy on Items 7, 8 and 9 even though the Items are connected with the remuneration of a member of key management personnel. If you appoint the Chairman of the Meeting as your proxy, you can direct the Chairman to vote for or against or abstain from voting on Items 7, 8 and 9 by marking the appropriate box below.
Voting directions to your proxy Please mark X (within the box) to indicate your directions For Against Abstain
1 To receive the 2016 Financial Statements and Reports for BHP Billiton
2 To reappoint KPMG LLP as the auditor of BHP Billiton Plc
3 To authorise the Risk and Audit Committee to agree the remuneration of the auditor of BHP Billiton Plc
4 To renew the general authority to issue shares in BHP Billiton Plc
5 To approve the authority to issue shares in BHP Billiton Plc for cash
6 To approve the repurchase of shares in BHP Billiton Plc
7 To approve the 2016 Remuneration Report other than the part containing the Directors’ remuneration policy
8 To approve the 2016 Remuneration Report
9 To approve the grant to the Executive Director
10 To elect Ken MacKenzie as a Director of BHP Billiton
11 To re-elect Malcolm Brinded as a Director of BHP Billiton
12 To re-elect Malcolm Broomhead as a Director of BHP Billiton
13 To re-elect Pat Davies as a Director of BHP Billiton
14 To re-elect Anita Frew as a Director of BHP Billiton
15 To re-elect Carolyn Hewson as a Director of BHP Billiton
16 To re-elect Andrew Mackenzie as a Director of BHP Billiton
17 To re-elect Lindsay Maxsted as a Director of BHP Billiton
18 To re-elect Wayne Murdy as a Director of BHP Billiton
19 To re-elect Shriti Vadera as a Director of BHP Billiton
20 To re-elect Jac Nasser as a Director of BHP Billiton
PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
Individual or Shareholder 1 Shareholder 2 Shareholder 3
Individual/Sole Director and Sole Company Secretary Director/Company Secretary Director
/ /
Contact Name Contact Daytime Telephone Date
+ B H P B 2 1 3 2 8 2 A 213282_01V06J
In addition to signing the proxy form in the above box(es) please provide the information above in case we need to contact you.