12th May 2005 08:44
BHP Billiton PLC12 May 2005 12 May 2005 To: Australian Stock Exchange cc: New York Stock Exchange Swiss Stock Exchange JSE Securities Exchange SA London Stock Exchange Deutsche Bank UBS Zurich Extraordinary General Meeting of BHP Billiton Plc Following is a Notice of an Extraordinary General Meeting of BHP Billiton Plc tobe held at the King Edward Hall, Merrill Lynch Financial Centre, 2 King EdwardStreet, London, on Monday 13 June 2005. Forms of proxy for UK and South Africanshareholders of BHP Billiton Plc also follow. The Meeting is being convened to address a technical issue that has arisen inrespect of the final dividend for the year ended 30 June 2004 that was paid tothe holders of the ordinary shares of BHP Billiton Plc in September 2004. Thetechnical issue arose as a result of the change in dividend timing in 2004,which resulted in the payment of three rather than two dividends, and the timingof the financial statements as presented to the 2004 Annual General Meeting ofBHP Billiton Plc. The issue does not relate to BHP Billiton Limited and is not a joint electoratematter. A general meeting of BHP Billiton Limited is not required and is notbeing convened. Full details of the business of the Meeting are contained in the Notice ofExtraordinary General Meeting. Yours sincerely Karen WoodCompany Secretary THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should consultyour stockbroker, bank manager, solicitor, accountant or other independentprofessional adviser authorised under the Financial Services and MarketsAct 2000 without delay. If you have sold or otherwise transferred all of your shares in BHP BillitonPlc, you should at once forward this document and the accompanying Form ofProxy to the purchaser or transferee, or to the stockbroker, bank or other agentthrough whom the sale or transfer was effected for onward transmission to thepurchaser or transferee. BHP Billiton Plc Notice of Extraordinary General Meeting Notice of an Extraordinary General Meeting ("EGM") of BHP Billiton Plc to beheld at the King Edward Hall, Merrill Lynch Financial Centre, 2 King EdwardStreet, London EC1A 1HQ at 2.30 pm on Monday 13 June 2005 is set out on page 7of this document. The action to be taken by Shareholders is set out on page 5. Shareholders areasked to complete, sign and return the enclosed Form of Proxy in accordance withthe instructions printed on it to be received not less than 48 hours before thetime of the holding of the EGM. Contents Expected timetable - Page 2 Part I Letter from Chairman of BHP Billiton Plc - Page 3 Part II Notice of an Extraordinary General Meeting - Page 7 Expected timetable 2005 Latest time for receipt of Forms of Proxy for use in relation to theExtraordinary General Meeting - 2.30 pm on 11 June 2005 Extraordinary General Meeting - 2.30 pm on 13 June 2005 Court hearing to confirm cancellation of share premiumaccount by means of a reduction of capital - 6 July 2005 Cancellation of share premium account by means of areduction of capital becomes effective - 7 July 2005 Notes: The dates set out in the timetable above may be adjusted by the Company. Times stated above are Daylight Savings Time. Chairman's OfficeBHP Billiton PlcNeathouse PlaceLondon SW1V 1BHUnited KingdomTel: +44 (20) 7802 4000Fax: +44 (20) 7802 4111A member of the BHP Billiton groupwww.bhpbilliton.com 11 May 2005 Dear Shareholder(s) Extraordinary General Meeting ("EGM") I enclose the Notice for an EGM of BHP Billiton Plc (the "Company") to be heldat the King Edward Hall, Merrill Lynch Financial Centre, 2 King Edward Street,London EC1A 1HQ on Monday 13 June 2005 at 2.30 pm. This EGM is being convened to address a technical issue that has arisen inrespect of the final dividend for the year ended 30 June 2004 of US$0.095 perordinary share, paid to the holders of the ordinary shares (the "Shareholders")in September 2004. The approval of the Shareholders for the Company to cancel(by means of a reduction of share capital) its share premium account and therebycreate up to US$518 million distributable reserves will also be sought at theEGM. Details of the proposals to be considered at the EGM are as follows: Item 1 (Dividend Rectification) As mentioned above, a technical issue has arisen in respect of the finaldividend for the 2004 financial year, paid to shareholders in September 2004(the "September 2004 dividend"). Under the Companies Act 1985 ("the Act") a distribution made by the Company mustnot exceed the amount of distributable profits reported in the last annualaccounts of the Company laid before the Company in a general meeting. In its accounts for the financial year ended 30 June 2003 (the "June 2003accounts"), the Company reported retained earnings of US$603 million. Thedividends that were to be paid for the 2004 financial year were set at US$407million. This analysis of distributable profits did not take into account the change individend timing in 2004, which resulted in the payment of three rather than twodividends as had been originally envisaged. Dividends were paid on 3 December2003, 5 May 2004 and 22 September 2004. Consequently, the three dividendsdeclared and accrued during the 2004 financial year totalled US$641 million.This amount exceeded by US$38 million the distributable profits reported in theJune 2003 accounts, being the audited accounts which the Company had mostrecently laid before the Company in a general meeting. Under the Act, the June2003 accounts were the relevant accounts for the purposes of the directors ofthe Company (the "Directors") making their determination of the amount of thedistribution to be made to Shareholders in September 2004. The audited accounts for the year ended 30 June 2004 (the "June 2004 accounts")showed distributable profits of US$608 million, which indicated that the Companywould have earned sufficient distributable profits to cover the entire paymentof dividends during 2004 including the September 2004 dividend. The effect ofthe Company exceeding the distributable profits reported in the June 2003accounts, is that the September 2004 dividend exceeded the amount the Companycould technically pay and therefore in paying the September 2004 dividend theCompany infringed the Act. Consequently, the Company may have claims under the Act against present and pastshareholders who were recipients of the September 2004 dividend to recover theamounts paid in technical infringement of the Act (to the amount of US$38million). The Company may also have claims against those Directors whoparticipated at the Board meeting at which the decisions were taken to pay theSeptember 2004 dividend. It is clearly not the Company's intention to make any such claim against eitherthe Shareholders or Directors. The Company has been advised by its externallegal advisors that this matter can be remedied by the passing of a resolutionby the Shareholders to put the Shareholders and Directors into the positionwhich was always intended. A resolution will therefore be proposed at the EGM to sanction the appropriationof profits to the September 2004 dividend payment, to waive any rights of theCompany against Shareholders who received the September 2004 dividend andagainst both past and present Directors who approved the payment of theSeptember 2004 dividend, and to approve the Company entering into deeds ofrelease in favour of such Shareholders and Directors. Draft forms of the deedsare available for inspection as explained later in this document. HM Revenue and Customs ("HMRC") has provided written confirmation that theSeptember 2004 dividend will continue to be treated as a distribution for UnitedKingdom tax purposes (made at the time at which the September 2004 dividend waspaid) and that the proposed releases will have no tax implications forShareholders who received the September 2004 dividend. HMRC will therefore treatthe tax position of the Company and of United Kingdom tax resident Shareholdersas being unaffected by the irregularity and the tax position will be as if theSeptember 2004 dividend had been lawfully paid in September 2004. Therefore,United Kingdom resident Shareholders need take no further action. HMRC hasconfirmed that it will accept the dividend and tax credit vouchers alreadyissued. Sullivan & Cromwell LLP, United States tax counsel, has advised the Company thatthe technical infringement of the Act and proposed releases will not affect theUnited States Federal income tax treatment of Shareholders who are residents orcitizens of the United States or otherwise United States persons for Federalincome tax purposes and who received the September 2004 dividend. (Sullivan andCromwell LLP has given and not withdrawn its written consent to the issue ofthis document and its name in the form and context in which they appear). Edward Nathan, South African tax counsel, has advised the Company that thetechnical infringement of the Act and proposed releases will not affect theSouth African tax treatment of Shareholders who are South African residents andwho received the September 2004 dividend (Edward Nathan has given and notwithdrawn its written consent to the issue of this document and its name in theform and context in which they appear). If any other non-UK tax resident shareholder has any doubt about his or herforeign tax position, he or she should consult their own professional adviser. Item 2 - Share Premium Account Cancellation It is proposed that, subject to the passing of the relevant resolution andsubsequent confirmation by the Court, the Company will cancel the entire amountstanding to the credit of its share premium account (the "Cancellation"). Thereserve created by the Cancellation will, subject to any arrangements requiredfor the protection of creditors, be credited to the Company's distributablereserves account (being the Profit & Loss Account as contained in the BalanceSheet in the Company's next Annual Report). The amount standing to the credit ofthe share premium account prior to the Cancellation is US$518 million. Under the Act, a distribution made by a company must not exceed the amount ofdistributable profits reported in the accounts of the Company. The purpose ofthe Cancellation is to increase the Company's distributable reserves (being theProfit & Loss Account as contained in the Balance Sheet in the Company's nextAnnual Report) and provide headroom for the Company to pay future dividends toShareholders. Under the Act, a company may reduce its share capital (including by way of acancellation of its share premium account) provided the reduction is approved bya special resolution of its shareholders in a general meeting and is confirmedby the Court. If the resolution to be proposed at the EGM is passed by theShareholders, an application will be made as soon as is reasonably practicableto the High Court for confirmation of the Cancellation. It is expected that theapplication will be heard on 6 July. In confirming the Cancellation, the Court will require protection for thecreditors of the Company whose debts (including contingent debts) remainoutstanding at the date on which the Cancellation becomes effective and whoseconsent has not already been given to the Cancellation. The Company will beseeking the consent of its creditors, and appropriate Court approvedarrangements will be implemented in relation to any non-consenting creditors. It is expected that the Court Order confirming the Cancellation will be made on6 July. The Cancellation will only take effect upon registration by the UnitedKingdom Registrar of Companies of the Court Order confirming the Cancellation,which is expected to occur on 7 July. Action to be Taken A Form of Proxy in relation to the EGM accompanies this document. You are askedto complete, sign and date this Form in accordance with the instructions printedon it and return it as soon as possible and, in any event, so as to be receivedby the Company's Registrars, Computershare, no later than 2.30 pm (DaylightSavings Time) or 3.30 pm South African local time on 11 June 2005. A reply paidenvelope is included for this purpose for use in the UK only. Alternatively, youmay register your proxy appointment and voting instructions electronically overthe internet, by fax or (for shares held through CREST) via the CREST proxyvoting system. Completion and return of the Form of Proxy will not preclude you from attendingthe EGMand voting in person if you wish to do so. Quorum and Voting The quorum for the EGM is five Shareholders present in person. Each resolutionproposed is a special resolution which requires to be passed by a majority ofnot less than 75 per cent of the votes cast. Recommendation In relation to Item 1, Mr Carlos Cordeiro in his capacity as an independent non-executive Director, appointed after the approval of the September 2004 Dividend,believes that the proposals described above relating to the dividendrectification are in the best interests of the Company and its Shareholders andhe recommends that you vote in favour of the resolution relating thereto. Allthe Directors other than Mr Cordeiro who are Shareholders (holding beneficiallyin the aggregate 0.047% per cent of the ordinary shares of the Company) will notbe voting on the resolution in respect of the Dividend Rectification in view oftheir interest in the subject matter of this proposal. In relation to Item 2, the Directors believe that the proposals described inthis document relating to the cancellation of the share premium account are inthe best interests of the Company and its shareholders and they unanimouslyrecommend that you vote in favour of the resolution relating thereto. Yours sincerely Don ArgusChairman BHP BILLITON PLC (the "Company")(Registered in England and Wales with company number 3196209) Notice of Extraordinary General Meeting NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the Companywill be held at the King Edward Hall, Merrill Lynch Financial Centre, 2 KingEdwardStreet, London EC1A 1HQ on Monday 13 June 2005 at 2.30 pm to consider and, ifthought fit, pass the following as special resolutions: 1. Dividend Rectification (a) THAT the Directors be and are hereby authorised to appropriate distributableprofits of the Company (as shown in the Profit and Loss Account in theaudited accounts of the Company made up to 30 June 2004 and reported inthe 2004 Annual Report) to the payment of the final dividend 2004, on theCompany's ordinary shares, of US$0.095 per share paid on 22 September2004 to shareholders at the close of business on 3 September 2004 (the"September 2004 Dividend"); (b) THAT any and all claims which the Company may have in respect of thepayment of the September 2004 Dividend against its shareholders whoappeared on the register of members on the relevant record date be releasedand a deed of release in favour of such members be entered into by theCompany in the form of the deed produced to this meeting and signed by theChairman for the purposes of identification; (c) THAT any distribution involved in the giving of any such release in relationtothe September 2004 Dividend be made out of the profits appropriated to theSeptember 2004 Dividend as aforesaid by reference to a record date identicalto the record date for the September 2004 Dividend; and (d) THAT any and all claims which the Company may have against its Directors(both past and present) arising out of the payment of the September 2004Dividend be released and that a deed of release in favour of the Company'sDirectors be entered into by the Company in the form of the deed produced tothis meeting and signed by the Chairman for the purposes of identification. 2. Share Premium Account Cancellation THAT the share premium account of the Company be cancelled. BY ORDER OF THE BOARD Karen WoodSecretary11 May 2005 Registered office:Neathouse PlaceLondon SW1V 1BH Notes: How to voteShareholders can vote by either: • Attending the meeting and voting in person or by attorney or, in the case of corporate shareholders, by corporate representative; or • Appointing a proxy to attend and vote on their behalf, using the Form of Proxy accompanying this Notice of Extraordinary General Meeting or by submitting their proxy appointment and voting instructions electronically via the internet, by fax or (for shares held through CREST) via the CREST proxy voting system. Voting in person (or by attorney) Shareholders, or their attorneys, who plan to attend the meeting are asked toarrive at the venue 30 minutes prior to the time designated for the meeting, ifpossible, so that their holding may be checked against the Company's ShareRegister and attendances recorded. Attorneys should bring with them an originalor certified copy of the power of attorney under which they have been authorisedto attend and vote at the meeting. A corporation, which is a shareholder, may appoint an individual to act as itsrepresentative and to vote in person at the meeting. The appointment must complywith the requirements of section 375 of the United Kingdom Companies Act 1985.The representative should bring to the meeting evidence of his or herappointment, including any authority under which it is signed, unless previouslygiven to the Company's Registrars. A poll will be held at the Extraordinary General Meeting on each of theresolutions referred to above. Voting by proxy • A shareholder who is entitled to attend and vote may appoint one or more proxies. Each proxy will have the right to vote on a poll and also to speak at the meeting. • A proxy need not also be a shareholder. • A proxy can be either an individual or a body corporate. • A proxy may vote on any other business, which may properly come before the meeting, as that person thinks fit. • If a proxy is not directed how to vote on an item of business, the proxy may vote, or abstain from voting, as it see fit. • The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the shareholder's votes each proxy may exercise, each proxy may exercise the number of votes proportionate to the number of proxies appointed. • If a proxy is instructed to abstain from voting on an item, that person is directed not to vote on the shareholder's behalf on the poll and the shares which are the subject of the proxy appointment will not be counted in computing the required majority. • Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the Meeting as their proxy to vote on their behalf. If a proxy form is returned but the nominated proxy does not attend the meeting, the Chairman of the Meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chairman of the Meeting, the Secretary or any other Director which do not contain a direction how to vote will be used where possible to support each of the resolutions proposed in this Notice. • If you do not intend being present at the meeting please complete and sign the proxy form and return it so as to reach the Company's Registrar by 2.30 pm (Daylight Savings Time) Saturday 11 June 2005 for shareholders registered on the principal register in the United Kingdom and by 3.30 pm South African local time on the same day for shareholders registered on the South African branch register. To be effective, proxy forms must be received by the Company's Registrar at: Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS13 8FB United Kingdom Computershare Investor Services 2004(Pty) Ltd 70 Marshall Street P O Box 61051 Johannesburg 2001 South Africa • Alternatively, proxy forms may be lodged by facsimile if received by the same time. The facsimile numbers are +44 (0)870 6109 for shareholders on the principal register and 011 370 5390 for shareholders on the South African branch register. • Shareholders may record their proxy appointment and voting instructions via the internet at www.bhpbilliton.com. Only registered BHP Billiton shareholders may access this facility, and they will need their Shareholder Reference Number (SRN) and Personal Identification Number (PIN). CREST Electronic Proxy Appointment CREST members who wish to appoint a proxy or proxies through the CRESTelectronic proxy appointment service may do so by following the proceduresdescribed in the CREST Manual. CREST personal members or other CRESTsponsored members, and those CREST members who have appointed a votingservice provider(s), should refer to their CREST sponsor or voting serviceprovider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service tobe valid, the appropriate CREST message (a 'CREST Proxy Instruction') must beproperly authenticated in accordance with CRESTCo's specifications and mustcontain the information required for such instructions, as described in theCREST Manual. The message, regardless of whether it constitutes the appointmentof a proxy or an amendment to the instructions given to a previously appointedproxy must, in order to be valid, be transmitted so as to be received byComputershare Investor Services PLC (CREST participant 3RA50) by 2.30 pm onSaturday 11 June 2005. For this purpose, the time of receipt will be taken to bethe time (as determined by the timestamp applied to the message by the CRESTApplications Host) from which the issuer's agent is able to retrieve the messageby enquiry to CREST in the manner prescribed by CREST. After this time anychange of instructions to proxies appointed through CREST should be communicatedto the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting serviceproviders should note that CRESTCo does not make available special procedures inCREST for any particular messages. Normal system timings and limitations willtherefore apply in relation to the input of CREST Proxy Instructions. It is theresponsibility of the CREST member concerned to take (or, if the CREST member isa CREST personal member or sponsored member or has appointed a voting serviceprovider(s), to procure that his CREST sponsor or voting service provider(s)take(s)) such action as shall be necessary to ensure that a message istransmitted by means of the CREST system by any particular time. In thisconnection, CREST members and, where applicable, their CREST sponsors or votingservice providers are referred, in particular, to those sections of the CRESTManual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstancespermitted by legislation (Regulation 35(5)(A) of the Uncertificated SecuritiesRegulations 2001). Shareholders who are entitled to vote In accordance with Regulation 41 of the Uncertificated Regulations 2001, onlythose shareholders entered in the register of members of BHP Billiton Plc atmidnight (Daylight Savings Time) on Saturday 11 June 2005 shall be entitled tovote at the meeting in respect of the number of shares registered in their nameat that time. Changes after that time shall be disregarded in determining therights of any person to attend and vote at the meeting. Documents available for inspection The following documents will be made available for inspection at the Company'sregistered office during normal business hours on any weekday (public holidaysexcepted) from the date of this Notice until the date of the annual generalmeeting, and at the King Edward Hall for at least 15 minutes prior to and untilthe conclusion of the meeting: • Register of Directors' interests in the ordinary shares of BHP Billiton Plc • The terms and conditions of appointment of Directors • The deeds of release referred to in Resolution 1 • The memorandum and articles of association of BHP Billiton Plc • The consent letters of Sullivan & Cromwell LLP and Edward Nathan. BHP Billiton PlcRegistered in Englandand Wales Number3196209 Form of Proxy Mark X if you have made any changes to your address details, sign below andreturn to ___________________________the Company's Registrar, Computershare. Shareholder Reference Number Appointment of Proxy I/We being a member of BHP Billiton Plc and entitled to attend and vote herebyappoint ___________ the Chairman of the Meeting OR _________________ write here the nameof the person you are (mark box with an "X") appointing as your proxy if this person is someone other than the Chairman of the Meeting. or failing whom, or if no person is named, the Chairman of the Meeting, to actgenerally on my/our behalf and to vote in accordance with the directions on thisform or, if no directions have been given, as he or she thinks fit, at theExtraordinary General Meeting ("EGM") of the Company to be held on 13 June 2005,and at any adjournment thereof. Should any resolutions, other than thosespecified, be proposed at the EGM, my/our proxy may vote on those matters as heor she thinks fit. I/We understand that I/we may submit a proxy form and stillattend the EGM. If I/we do this my/our proxy's authority is suspended only inrelation to those resolutions (if any) where I/we have appointed the proxy buton which I/we choose to vote personally. Important Note: If you appoint the Chairman as your proxy and give no directionson how to vote, the Chairman will vote in favour of each of the items ofbusiness. Voting directions to your proxy - please mark X to indicate your directions For Against VoteWithheld 1. Dividend Rectification 2. Share Premium Account Cancellation PLEASE SIGN HERE This section must be signed in accordance with the instructionsoverleaf to enable your directions to be implemented. Individual/Shareholder 1Shareholder 2Shareholder 3 Individual/Sole Director/DirectorDirectorSole Company Secretary Contact nameDaytime telephone contact Date How to complete this Proxy Form If you are unable to attend the Extraordinary General Meeting ("EGM") of BHPBilliton Plc ("the Company") to be held in London on Monday 13 June 2005 at 2.30pm, you are encouraged to appoint a person who will attend as your proxy andexercise your right to vote at the EGM. Appointment of additional proxies A shareholder is entitled to appoint more than one person (whether shareholdersor not) to attend the meeting and vote. A separate proxy form should be used foreach proxy appointment. If you intend appointing additional proxies, pleasecontact the Company's Registrars for additional proxy forms. Any questions? Telephone +44 (0)870 889 3148 for an additional form or if you have anyquestions on how to complete this form. Directing your proxy how to vote If you wish to direct your proxy how to vote (or not to vote) on any resolution,place a mark ("X") in the "For", "Against" or "Vote Withheld" box for eachresolution. The vote withheld option is provided to enable you to instruct yourproxy not to vote on any particular resolution however it should be noted that avote withheld in this way is not a vote in law and will not be counted in thecalculation of the proportion of the votes "For" and "Against" a resolution. CREST electronic proxy appointment service CREST members who wish to appoint a proxy or proxies through the CRESTelectronic proxy appointment service may do so by following the proceduresdescribed in the CREST Manual. CREST personal members or other CREST sponsoredmembers, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who willbe able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service tobe valid, the appropriate CREST message (a "CREST Proxy Instruction") must beproperly authenticated in accordance with CRESTCo's specifications and mustcontain the information required for such instructions, as described in theCREST Manual. The message, regardless of whether it constitutes the appointmentof a proxy or an amendment to the instructions given to a previously appointedproxy must, in order to be valid, be transmitted so as to be received byComputershare Investor Services PLC (CREST participant 3RA50) by 2.30 pm onSaturday 11 June 2005. For this purpose, the time of the receipt will be takento be the time (as determined by the timestamp applied to the message by theCREST Applications Host) from which the issuer's agent is able to retrieve themessage by enquiry to CREST in the manner prescribed by CREST. After this timeany change of instructions to proxies appointed through CREST should becommunicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting serviceproviders should note that CRESTCo does not make available special procedures inCREST for any particular messages. Normal system timings and limitations willtherefore apply in relation to the input of CREST Proxy Instructions. It is theresponsibility of the CREST member concerned to take (or, if the CREST member isa CREST personal member or sponsored member or has appointed a voting servicesprovider(s), to procure that his CREST sponsor or voting service provider(s)take(s)) such action as shall be necessary to ensure that a message istransmitted by means of the CREST system by any particular time. In thisconnection, CREST members and, where applicable, their CREST sponsors or votingservice providers are referred, in particular, to those sections of the CRESTManual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstancesset out in Regulation 35(5)(a) of the Uncertificated Securities Regulations2001. Signing InstructionsYou must sign this form as follows in the spaces provided: Individual: Where the holding is in one name, the proxy form must be signed bythe shareholder or the shareholder's attorney. Joint Holding: Where the holding is in more than one name, any one of the jointholders may sign the proxy form but the vote of the senior who renders a votewhether in person or by proxy shall be accepted to the exclusion of the votes ofthe other joint holders. Seniority is determined by the order in which the namesstand in the Company's Share Register. Power of Attorney or Relevant Authority: If this form is signed by a person whois not the registered shareholder, then the relevant authority or a certifiedcopy of it should either have been exhibited previously to the Company'sRegistrar at the address and by the time below or be enclosed with this form,and the words "authorised signatory" should be added under the signature on thefront of this form. Companies: Where the holding is in the name of a company, then this form mustbe given under the Common Seal of the company or executed in a manner having thesame effect, or under the hand of an authorised officer or attorney who has notreceived any notice of revocation of that authority. Electronic proxy lodgement: To appoint a proxy electronically go towww.bhpbilliton.com, click on the "Go to Shareholder Services" icon then click"EGM Online Voting - PLC - UK Principal Register" and follow the prompts andinstructions. To access this service you will need your Shareholder ReferenceNumber (SRN) and Personal Identification Number (PIN) which are printed on thetop right hand corner of the front of this form. If you hold shares though CREST you may appoint a proxy or proxies through theCREST electronic proxy appointment service. Deadline for receipt of proxy form Your completed proxy form (and any relevant authorities) must be received by theCompany's Registrar in the UK, Computershare Investor Services PLC, not laterthan 2.30 pm (Daylight Savings Time) on Saturday 11 June 2005. You may record your proxy voting instructions by the above time and date on theinternet at www.bhpbilliton.com. Alternatively, your signed proxy form (and anyrelevant authorities) may be lodged by the above time and date by facsimile on+44 (0)870 703 6109. Both sides of the proxy form must be transmitted. Documents may be lodged using the return envelope or by delivery to theCompany's Registrars in the UK: Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS13 8FB An envelope is enclosed for the return of your completed proxy form. BHP Billiton PlcRegistered in Englandand Wales Number3196209 Form of Proxy Mark X if you have made any changes to your address details, sign below andreturn to ___________________________the Company's Registrar, Computershare. Shareholder Reference Number Appointment of Proxy I/We being a member of BHP Billiton Plc and entitled to attend and vote herebyappoint ___________ the Chairman of the Meeting OR _________________ write here the nameof the person you are (mark box with an "X") appointing as your proxy if this person is someone other than the Chairman of the Meeting. or failing whom, or if no person is named, the Chairman of the Meeting, to actgenerally on my/our behalf and to vote in accordance with the directions on thisform or, if no directions have been given, as he or she thinks fit, at theExtraordinary General Meeting ("EGM") of the Company to be held on 13 June 2005,and at any adjournment thereof. Should any resolutions, other than thosespecified, be proposed at the EGM, my/our proxy may vote on those matters as heor she thinks fit. I/We understand that I/we may submit a proxy form and stillattend the EGM. If I/we do this my/our proxy's authority is suspended only inrelation to those resolutions (if any) where I/we have appointed the proxy buton which I/we choose to vote personally. Important Note: If you appoint the Chairman as your proxy and give no directionson how to vote, the Chairman will vote in favour of each of the items ofbusiness. Voting directions to your proxy - please mark X to indicate your directions For Against VoteWithheld 1. Dividend Rectification 2. Share Premium Account Cancellation PLEASE SIGN HERE This section must be signed in accordance with the instructionsoverleaf to enable your directions to be implemented. Individual/Shareholder 1Shareholder 2Shareholder 3 Individual/Sole Director/DirectorDirectorSole Company Secretary Contact nameDaytime telephone contact Date How to complete this Proxy Form If you are unable to attend the Extraordinary General Meeting ("EGM") of BHPBilliton Plc ("the Company") to be held in London on Monday 13 June 2005 at 2.30pm, you are encouraged to appoint a person who will attend as your proxy andexercise your right to vote at the EGM. Shareholders holding sharesdematerialised into STRATE should return their proxy form direct to their CSDPor stockbroker. Appointment of additional proxies A shareholder is entitled to appoint more than one person (whether shareholdersor not) to attend the meeting and vote. A separate proxy form should be used foreach proxy appointment. If you intend appointing additional proxies, pleasecontact the Company's Registrars for additional proxy forms. Any questions? Telephone 011 370 5240 for an additional form or if you have any questions onhow to complete this form. Directing your proxy how to vote If you wish to direct your proxy how to vote (or not to vote) on any resolution,place a mark ("X") in the "For", "Against" or "Vote Withheld" box for eachresolution. The vote withheld option is provided to enable you to instruct yourproxy not to vote on any particular resolution however it should be noted that avote withheld in this way is not a vote in law and will not be counted in thecalculation of the proportion of the votes "For" and "Against" a resolution. Signing InstructionsYou must sign this form as follows in the spaces provided: Individual: Where the holding is in one name, the proxy form must be signed bythe shareholder or the shareholder's attorney. Joint Holding: Where the holding is in more than one name, any one of the jointholders may sign the proxy form butthe vote of the senior who renders a votewhether in person or by proxy shall be accepted to the exclusion of the votesof the other joint holders. Seniority is determined by the order in which thenames stand in the Company's Share Register. Power of Attorney or Relevant Authority: If this form is signed by a personwho is not the registered shareholder, then the relevant authority or acertified copy of it should either have been exhibited previously to theCompany's Registrar at the address and by the time below or be enclosed withthis form, and the words "authorised signatory" should be added under thesignature on the front of this form. Companies: Where the holding is in the name of a company, then this form must begiven under the Common Seal of the company or executed in a manner having thesame effect, or under the hand of an authorised officer or attorney who has notreceived any notice of revocation of that authority. Electronic proxy lodgement (Certificated shareholders only): To appoint a proxyelectronically go to www.bhpbilliton.com, click on the "Go to ShareholderServices" icon then click on "EGM Online Voting - PLC Personal IdentificationNumber (PIN) which are printed on the top right hand corner of the front of thisform. Shareholders who hold shares through STRATE should liaise directly withtheir CSDP or broker. Deadline for receipt of proxy form Your completed proxy form (and any relevant authorities) must be received by theCompany's Registrar in South Africa, Computershare Investor Services 2004 (Pty)Limited, not later than 3.30 pm (South African local time) on Saturday 11 June2005. You may record your proxy voting instructions by the above time and date on theinternet at www.bhpbilliton.com. Alternatively, your signed proxy form (and anyrelevant authorities) may be lodged by the above time and date by facsimile on011 370 5390. Both sides of the proxy form must be transmitted. Documents may be lodged by posting, delivery or facsimile to the Company'sRegistrars in South Africa: Computershare Investor Services 2004 (Pty) Limited PO Box 61051 Marshalltown 2107 or 70 Marshall Street Johannesburg 2001 or Facsimile 011 370 5390 BHP Billiton Limited ABN 49 004 028 077 BHP Billiton Plc Registration number 3196209Registered in Australia Registered in England and WalesRegistered Office: Level 27, 180 Lonsdale Street Melbourne Registered Office: Neathouse Place London SW1V 1BH UnitedVictoria 3000 KingdomTelephone +61 1300 554 757 Facsimile +61 3 9609 3015 Telephone +44 20 7802 4000 Facsimile +44 20 7802 4111 The BHP Billiton Group is headquartered in Australia This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
BHP Group