Page 348 - Annual Report 2020

7.5.8 Redemption of preference shares 7.5.11 Annual General Meetings

If BHP Group Limited at any time proposes to create and issue any The AGMs provide a forum to facilitate the sharing of shareholder
preference shares, the terms of the preference shares may give views and are important events in the BHP calendar. These
either or both of BHP Group Limited and the holder the right to meetings provide an update for shareholders on our performance
redeem the preference shares. and offer an opportunity for shareholders to ask questions and
The preference shares terms may also give the holder the right vote. To vote at an AGM, a shareholder must be a registered holder
to convert the preference shares into ordinary shares. of BHP Group Limited shares (in the case of the AGM of BHP Group
Limited) or a registered holder of BHP Group Plc shares (in the
Under the Constitution, the preference shares must give case of the AGM of BHP Group Plc) at a designated date before
the holders: the relevant AGM.
• the right (on redemption and on a winding-up) to payment in Key members of management, including the CEO and CFO, are
cash in priority to any other class of shares of (i) the amount paid present and available to answer questions. The External Auditor
or agreed to be considered as paid on each of the preference attends the AGMs and is also available to answer questions.
shares; and (ii) the amount, if any, equal to the aggregate of any
dividends accrued but unpaid and of any arrears of dividends Proceedings at shareholder meetings are webcast live from our
• the right, in priority to any payment of dividend on any other website. Copies of the speeches delivered by the Chair and CEO to
class of shares, to the preferential dividend the AGMs are released to the relevant stock exchanges and posted
There is no equivalent provision in the Articles of Association of on our website. A summary of proceedings and the outcome of
voting on the items of business are released to the relevant stock
BHP Group Plc, although as noted above in section 7.5.2, BHP can exchanges and posted on our website as soon as they are available
issue preference shares that are subject to a right of redemption on following completion of the BHP Group Limited AGM.
terms the Board considers appropriate.
More information on our AGMs is available at bhp.com/meetings.
7.5.9 Capital calls 7.5.12 Conditions governing general meetings
Subject to the terms on which any shares may have been issued,
the Board may make calls on the shareholders in respect of all The Board may, and must on requisition in accordance with
monies unpaid on their shares. BHP has a lien on every partly paid applicable laws, call a general meeting of the shareholders at the
share for all amounts payable in respect of that share. Each time and place or places and in the manner determined by the
shareholder is liable to pay the amount of each call in the manner, Board. No shareholder may convene a general meeting of BHP
at the time and at the place specified by the Board (subject to except where entitled under law to do so. Any Director may
receiving at least 14 days’ notice specifying the time and place for convene a general meeting whenever the Director thinks fit.
payment). A call is considered to have been made at the time when General meetings can also be cancelled, postponed or adjourned,
the resolution of the Board authorising the call was passed. where permitted by law or the Constitution or Articles of
Association. Notice of a general meeting must be given to each
shareholder entitled to vote at the meeting and such notice of
7.5.10 Borrowing powers meeting must be given in the form and manner in which the Board
thinks fit subject to any applicable law. Five shareholders of the
Subject to relevant law, the Directors may exercise all powers of relevant company present in person or by proxy constitute a
BHP to borrow money, and to mortgage or charge its undertaking, quorum for a meeting. A shareholder who is entitled to attend and
property, assets (both present and future) and all uncalled capital cast a vote at a general meeting of BHP may appoint a person as
or any part or parts thereof and to issue debentures and other a proxy to attend and vote for the shareholder in accordance with
securities, whether outright or as collateral security for any debt, applicable law. All provisions relating to general meetings apply
liability or obligation of BHP or of any third party. with any necessary modifications to any special meeting of any
Rights attached to any class of shares issued by either BHP Group class of shareholders that may be held.
Limited or BHP Group Plc can only be varied (whether as a Joint
Electorate Action or a Class Rights Action) where such variation 7.5.13 Limitations of rights to own securities
is approved by:
• the company that issued the relevant shares, as a There are no limitations under the Constitution or the Articles of
special resolution Association restricting the right to own BHP shares other than
• the holders of the issued shares of the affected class, either restrictions that reflect the takeovers codes under relevant Australian
by a special resolution passed at a separate meeting of the and English law. In addition, the Australian Foreign Acquisitions and
holders of the issued shares of the class affected, or with the Takeovers Act 1975 imposes a number of conditions that restrict
written consent of members with at least 75 per cent of the foreign ownership of Australian-based companies.
votes of that class
For information on share control limits imposed by the Constitution
and the Articles of Association, as well as relevant laws, refer to
sections 7.9 and 7.3.2.
7.5.14 Documents on display

Documents filed by BHP Group Limited on the Australian Securities
Exchange (ASX) are available at asx.com.au and documents filed
on the London Stock Exchange (LSE) by BHP Group Plc are available
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Documents filed on the ASX, or on the LSE are not incorporated
by reference into this Annual Report. The documents referred to
in this Annual Report as being available on our website, bhp.com,
are not incorporated by reference and do not form part of this
Annual Report.
BHP Group Limited and BHP Group Plc both file Annual Reports and
other reports and information with the US Securities and Exchange
Commission (SEC). These filings are available on the SEC website
at sec.gov.

346 BHP Annual Report 2020