In accordance with ASX Listing Rule 3.17A, the wording of two proposed resolutions that have been requisitioned under section 249N of the Corporations Act for consideration at the 2021 Annual General Meeting of BHP Group Limited is set out in Attachment A.
The proposed resolutions have been requisitioned by shareholders of BHP Group Limited representing approximately 0.009% of the shares on issue in BHP Group Limited (and approximately 0.006% of the shares on issue in the combined BHP Group).
The BHP Group Limited Notice of Annual General Meeting will include the requisitioned resolutions and the requisitioners' statements of support as well as the Board's response and voting recommendations. Consistent with the BHP Dual Listed Company framework, the proposed resolutions will also be included on the BHP Group Plc Annual General Meeting agenda.
As Resolution 1 overlaps with an equivalent resolution notified to the market on 6 August 2021, the requisitioners have confirmed that Resolution 1 and its supporting statement will not need to be included in the BHP Group Limited Notice of Annual General Meeting if the equivalent notified resolution proceeds.
ATTACHMENT A
Resolution 1
Resolution 1 - Amendment to the Constitution
To amend the constitution to insert the following new clause 46: "The company in general meeting may by ordinary resolution express an opinion or request information about the way in which a power of the company partially or exclusively vested in the directors has been or should be exercised. However, such a resolution must relate to a material risk as identified by the company and cannot either advocate action that would violate any law or relate to any personal claim or grievance. Such a resolution is advisory only and does not bind the directors or the company."
Resolution 2
Resolution 2 - Capital Protection
Shareholders note the company's stated support for the goal of achieving net-zero emissions globally by 2050, along with the publication of the International Energy Agency's Net‐Zero Emissions by 2050 Scenario, and the Climate Action 100+ company assessment. Shareholders therefore request the company disclose, in subsequent annual reporting, the following information pertaining to its thermal coal, metallurgical coal, oil and gas assets:
- Details of how the company's capital allocation to thermal coal, metallurgical coal, oil and gas assets will align with a scenario in which global energy emissions reach net-zero by 2050, facilitating the efficient managing down of these assets;
- Production guidance for the lifetime of thermal coal, metallurgical coal, oil and gas assets;
- Plans and capital expenditure expectations for decommissioning and rehabilitating sites at the end of asset life;
- Plans for how employees of the company will be informed of asset closures, and employee transition plans, including any compensation for job losses, training and support in seeking future employment; and
- Details of how remaining value in the company's thermal coal, metallurgical coal, oil and gas assets
