Page 347 - Annual Report 2020

Voting rights • Subject to the rights attaching to the cumulative preference shares
Generally, matters considered by shareholders at an AGM of BHP and the BHP Group Plc Special Voting Share, but in priority to any
Group Limited or BHP Group Plc constitute Joint Electorate Actions payment of dividends on all other classes of shares, the holder of
or Class Rights Actions and must be decided on a poll and in the the DLC Dividend Share will be entitled to be paid such non- Strategic Report
manner described under the headings ‘Joint Electorate Actions’ cumulative dividends as the Board may, subject to the cap referred
and ‘Class Rights Actions’ in section 7.3.2. to in section 7.3.2 and the DLC Dividend Share being held by BHP
Group Limited or a wholly owned member of its group, decide to
This means that, in practice, most items of business at AGMs are pay on that DLC Dividend Share.
decided by way of a poll even though the Constitution and Articles • Any surplus remaining after payment of the distributions above
of Association generally permit voting to be conducted by a show will be payable to the holders of the BHP Group Plc ordinary
of hands in the first instance. shares in equal amounts per BHP Group Plc ordinary share.
In addition, at any general meeting, a resolution, other than a DLC Dividend Share
procedural resolution, put to the vote of the meeting on which the
holder of the relevant BHP Special Voting Share is entitled to vote As set out in section 7.3.2, each of BHP Group Limited and BHP
must be decided on a poll. Group Plc is authorised to issue a DLC Dividend Share to the other Governance at BHP
company or a wholly owned subsidiary of it.
For the purposes of determining which shareholders are entitled
to attend or vote at a meeting of BHP Group Plc or BHP Group The dividend rights attaching to a DLC Dividend Share are described
Limited, and how many votes such shareholder may cast, the above and in section 7.3.2. The DLC Dividend Share issued by BHP
Notice of Meeting will specify when a shareholder must be entered Group Limited (BHP Group Limited DLC Dividend Share) and the DLC
on the Register of Shareholders in order to have the right to attend Dividend Share that may be issued by BHP Group Plc (BHP Group Plc
or vote at the meeting. The specified time must be not more than DLC Dividend Share) have no voting rights and, as set out in section
48 hours before the time of the meeting. 7.5.7 below, very limited rights to a return of capital on a winding-up.
A DLC Dividend Share may be redeemed at any time, and must be
Shareholders who wish to appoint a proxy to attend, vote or redeemed if a person other than:
speak at a meeting of BHP Group Plc or BHP Group Limited • in the case of the BHP Group Limited DLC Dividend Share,
(as appropriate) on their behalf must deposit the relevant form BHP Group Plc or a wholly owned member of its group Remuneration Report
appointing a proxy so that it is received by that company not less
than 48 hours before the time of the meeting. • in the case of the BHP Group Plc DLC Dividend Share,
BHP Group Limited or a wholly owned member of its group
Rights to share in BHP Group Limited’s profits becomes the beneficial owner of the DLC Dividend Share.
The rights attached to the ordinary shares of BHP Group Limited,
as regards the participation in the profits available for distribution, 7.5.7 Rights on return of assets on liquidation
are as follows:
• The holders of any preference shares will be entitled, in priority to Under the DLC structure, there are special provisions designed to
any payment of dividend to the holders of any other class of ensure that, as far as practicable, the holders of ordinary shares in
shares, to a preferred right to participate as regards dividends up BHP Group Limited and holders of ordinary shares in BHP Group
to but not beyond a specified amount in distribution. Plc are treated equitably having regard to the Equalisation Ratio. Directors’ Report
• Subject to the special rights attaching to any preference shares, These special provisions would apply in the event of an insolvency
but in priority to any payment of dividends on all other classes of of either or both companies.
shares, the holder of the DLC Dividend Share (if any) will be On a return of assets on liquidation of BHP Group Limited, the
entitled to be paid such non-cumulative dividends as the Board assets of BHP Group Limited remaining available for distribution
may, subject to the cap referred to in section 7.3.2 and the DLC among shareholders after the payment of all prior ranking amounts
Dividend Share being held by BHP Group Plc or a wholly owned owed to all creditors and holders of preference shares, and to all
member of its group, decide to pay on that DLC Dividend Share. prior ranking statutory entitlements, are to be applied subject to
• Any surplus remaining after payment of the distributions above the special provisions referred to above in paying to the holders of
will be payable to the holders of BHP Group Limited ordinary the BHP Group Limited Special Voting Share and the DLC Dividend
shares and the BHP Group Limited Special Voting Share in equal Share of an amount of up to A$2.00 on each such share, on an
amounts per share. equal priority with any amount paid to the holders of BHP Group Financial Statements
Rights to share in BHP Group Plc’s profits Limited ordinary shares, and any surplus remaining is to be applied
in making payments solely to the holders of BHP Group Limited
The rights attached to the ordinary shares of BHP Group Plc, in ordinary shares in accordance with their entitlements.
relation to the participation in the profits available for distribution,
are as follows: On a return of assets on liquidation of BHP Group Plc, subject
to the payment of all amounts payable under the special provisions
• The holders of the cumulative preference shares will be entitled, referred to earlier, prior ranking amounts owed to the creditors
in priority to any payment of dividend to the holders of any other of BHP Group Plc and to all prior ranking statutory entitlements,
class of shares, to be paid a fixed cumulative preferential the assets of BHP Group Plc to be distributed on a winding-up
dividend (Preferential Dividend) at a rate of 5.5 per cent per are to be distributed to the holders of shares in the following
annum, to be paid annually in arrears on 31 July in each year or, order of priority:
if any such date will be a Saturday, Sunday or public holiday in Additional information
England, on the first business day following such date in each • To the holders of the cumulative preference shares, the
year. Payments of Preferential Dividends will be made to holders repayment of a sum equal to the nominal capital paid up or
on the register at any date selected by the Directors up to 42 credited as paid up on the cumulative preference shares held by
days prior to the relevant fixed dividend date. them and any accrued Preferential Dividend, whether or not such
• Subject to the rights attaching to the cumulative preference dividend has been earned or declared, calculated up to the date
of commencement of the winding-up.
shares, but in priority to any payment of dividends on all other
classes of shares, the holder of the BHP Group Plc Special Voting • To the holders of the BHP Group Plc ordinary shares and to the 7
holders of the BHP Group Plc Special Voting Share and the DLC
Share will be entitled to be paid a fixed dividend of US$0.01 per
annum, payable annually in arrears on 31 July. Dividend Share, the payment out of surplus, if any, remaining
after the distribution above of an equal amount for each BHP
Group Plc ordinary share, the BHP Group Plc Special Voting Share
and the DLC Dividend Share subject to a maximum in the case of
the BHP Group Plc Special Voting Share and the DLC Dividend Shareholder information
Share of the nominal capital paid up on such shares.

BHP Annual Report 2020 345