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
February 24, 2009
| 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) | |
| 180 LONSDALE STREET, MELBOURNE, VICTORIA 3000 AUSTRALIA |
NEATHOUSE PLACE, VICTORIA, LONDON, 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: 24 February 2009 | By: | /s/ Jane McAloon | ||||
| Name: | Jane McAloon | |||||
| Title: | Group Company Secretary | |||||
Annual General Meeting
BHP Billiton Limited
27 November 2008
Don Argus
Chairman
Annual General Meeting
27 November 2008
Disclaimer
By viewing this presentation you agree to be bound by the following conditions.
The directors of BHP Billiton Limited and BHP Billiton Plc (“BHP Billiton”) accept responsibility for the information contained in this presentation. Having taken all reasonable care to ensure that such is the case, the information contained in this presentation is, to the best of the knowledge and belief of the directors of BHP Billiton, in accordance with the facts and contains no omission likely to affect its import.
Subject to the above, neither BHP Billiton nor any of its directors, officers, employees or advisers nor any other person makes any representation or warranty, express or implied, as to, and accordingly no reliance should be placed on, the fairness, accuracy or completeness of the information contained in the presentation or of the views given or implied. To the extent permitted by law, neither BHP Billiton nor any of its directors, officers, employees or advisers nor any other person shall have any liability whatsoever for any errors or omissions or any loss howsoever arising, directly or indirectly, from any use of this information or its contents or otherwise arising in connection therewith. Information about Rio Tinto plc and Rio Tinto Limited (“Rio Tinto”) is based on public information which has not been independently verified.
This presentation is for information purposes only and does not constitute or form part of any offer for sale or issue of any securities or an offer or invitation to purchase or subscribe for any such securities, nor shall it or any part of it be relied on in connection with, any contract or investment decision, nor does it constitute a proposal to make a takeover bid or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction (or under an exemption from such requirements). No offering of securities shall be made into the United States except pursuant to registration under the US Securities Act of 1933, as amended, or an exemption therefrom. Neither this presentation nor any copy of it may be taken or transmitted or distributed or redistributed (directly or indirectly) in Japan or Malaysia. The distribution of this presentation in other jurisdictions may be restricted by law and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions.
Certain statements in this presentation are forward-looking statements (including statements regarding contribution synergies, future cost savings, the cost and timing of development projects, future production volumes, increases in production and infrastructure capacity, the identification of additional mineral Reserves and Resources and project lives and, without limitation, other statements typically containing words such as “intends,” “expects,” “anticipates,” “targets,” plans,” “estimates” and words of similar import.) These statements are based on current expectations and beliefs and numerous assumptions regarding BHP Billiton’s present and future business strategies and the environments in which BHP Billiton and Rio Tinto will operate in the future and such assumptions, expectations and beliefs may or may not prove to be correct and by their nature, are subject to a number of known and unknown risks and uncertainties that could cause actual results, performance and achievements to differ materially.
Factors that could cause actual results or performance to differ materially from those expressed or implied in the forward-looking statements include, but are not limited to, BHP Billiton’s ability to successfully combine the businesses of BHP Billiton and Rio Tinto and to realise expected synergies from that combination, the presence of a competitive proposal in relation to Rio Tinto, satisfaction of any conditions to any proposed transaction, including the receipt of required regulatory and anti-trust approvals, Rio Tinto’s willingness to enter into any proposed transaction, the successful completion of any transaction, and the risk factors discussed in BHP Billiton’s and Rio Tinto’s filings with the US Securities and Exchange Commission (“SEC”) (including in Annual Reports on Form 20-F) which are available at the SEC’s website (http://www.sec.gov). Save as required by law or the rules of the UK Listing Authority and the London Stock Exchange, the UK Takeover Panel, or the listing rules of ASX Limited, BHP Billiton undertakes no duty to update any forward-looking statements in this presentation.
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 3
Disclaimer continued
No statement concerning expected cost savings, revenue benefits (and resulting incremental EBITDA) and EPS accretion in this presentation should be interpreted to mean that the future earnings per share of the enlarged BHP Billiton group for current and future financial years will necessarily match or exceed the historical or published earnings per share of BHP Billiton, and the actual estimated cost savings and revenue benefits (and resulting EBITDA enhancement) may be materially greater or less than estimated.
Information Relating to the US Offer for Rio Tinto plc
In connection with the offer and sale of securities BHP Billiton would issue to Rio Tinto plc US shareholders and Rio Tinto plc ADS holders, BHP Billiton has filed with the SEC a Registration Statement on Form F-4 (the “Registration Statement”), which contains a preliminary prospectus (the “Prospectus”), and will file additional relevant materials with the SEC. This communication is not a substitute for the Registration Statement or the Prospectus that BHP Billiton has filed, or any amendments or supplements to those documents BHP Billiton may file, with the SEC.
US INVESTORS AND US HOLDERS OF RIO TINTO PLC SECURITIES AND ALL HOLDERS OF RIO TINTO PLC ADSs ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROSPECTUS AND ANY OTHER DOCUMENTS MADE AVAILABLE TO THEM AND/OR FILED WITH THE SEC REGARDING THE POTENTIAL TRANSACTION, AS WELL AS ANY AMENDMENTS AND SUPPLEMENTS TO THOSE DOCUMENTS, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders are able to obtain a free copy of the Registration Statement and the Prospectus as well as other relevant documents filed with the SEC at the SEC’s website (http://www.sec.gov). Copies of such documents may also be obtained from BHP Billiton without charge.
Information for US Holders of Rio Tinto Limited Shares
BHP Billiton Limited is not required to, and does not plan to, prepare and file with the SEC a registration statement in respect of the Rio Tinto Limited Offer. Accordingly, Rio Tinto Limited shareholders should carefully consider the following:
The Rio Tinto Limited Offer will be an exchange offer made for the securities of a foreign company. Such offer is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the document will be prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.
Information Relating to the US Offer for Rio Tinto plc and the Rio Tinto Limited Offer for Rio Tinto shareholders located in the US
It may be difficult for you to enforce your rights and any claim you may have arising under the US federal securities laws, since the issuers are located in a foreign country, and some or all of their officers and directors may be residents of foreign countries. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the US securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a US court’s judgment.
You should be aware that BHP Billiton may purchase securities of either Rio Tinto plc or Rio Tinto Limited otherwise than under the exchange offer, such as in open market or privately negotiated purchases.
BHP Billiton results are reported under International Financial Reporting Standards (IFRS). References to Underlying EBIT and Underlying EBITDA exclude any exceptional items. A reconciliation to profit from operations is contained within the profit announcement
References in this presentation to “$” are to United States dollars unless otherwise specified.
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 4
Your Board
Don Argus
Paul Anderson
Alan Boeckmann
John Buchanan
Carlos Cordeiro
David Crawford
Gail de Planque
David Jenkins
Marius Kloppers
David Morgan
Jac Nasser
Keith Rumble
John Schubert
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 5
Mr M J Kloppers
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 6
Mr P M Anderson
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 7
Dr J G S Buchanan
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 8
Mr C A S Cordeiro
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 9
Mr D A Crawford
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 10
The Hon E G de Planque
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 11
Dr D A L Jenkins
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 12
Mr J Nasser
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 13
Dr J M Schubert
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 14
Mr A L Boeckmann
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 15
Dr D R Morgan
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 16
Mr K C Rumble
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 17
BHP Billiton Limited
Annual General Meeting – 27 November 2008
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 18
Led by an experienced senior management team
Marius Kloppers
Chief Executive Officer
Alberto Calderon
Chief Commercial Officer
Marcus Randolph
Chief Executive Ferrous and Coal
Group Management Committee
Alex Vanselow
Chief Financial Officer
Karen Wood
Chief People Officer
Michael Yeager
Chief Executive Petroleum
Andrew Mackenzie
Chief Executive Non-Ferrous
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 19
BHP Billiton Limited
Annual General Meeting – 27 November 2008
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 20
Agenda
Chairman’s Address
CEO’s Address
Chairman’s Address
Items of Business
Questions
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 21
FY2008 financial snapshot
Attributable Profit(a) (US$bn)
FY2007 FY2008
16
12
8
4
0
12%
14
15
Underlying EBIT (US$bn)
25
20
15
10
5
0
FY2007 FY2008
20
21
24
a) Attributable profit: Excluding exceptional items.
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 22
Strong return on capital employed
and reduced gearing
Capital and exploration expenditure (US$bn)
Acquisitions (LHS)
Capitalised Exploration (LHS)
Capex (LHS)
ROCE (RHS)
15
12
9
6
3
0
ROCE (%)
50
40
30
20
10
0
FY2004
FY2005
FY2006
FY2007
FY2008
Gearing (%)
80
70
60
50
40
30
20
10
0
25
18
FY2007
FY2008
Note: FY2004 and FY2005 are shown on the basis of UKGAAP. Subsequent periods are calculated under IFRS.
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 23
Delivering superior returns to shareholders
Ordinary dividends per share (US cents per share)
70
60
50
40
30
20
10
0
13
15
26
28
36
47
70
H1
H2
FY2002
FY2003
FY2004
FY2005
FY2006
FY2007
FY2008
Note: Two interim dividends were paid in FY2004.
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 24
BHP Billiton Limited
Annual General Meeting – 27 November 2008
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 25
Recent declines in commodity prices
– Copper
LME Copper Cash Price (US$/t)
10,000
8,000
6,000
4,000
2,000
0
Oct-07
Dec-07
Feb-08
Apr-08
May-08
Jul-08
Sep-08
Nov-08
LME copper cash price performance
12 month to 21-Oct-08 (-43%)
1 month to 21-Nov-08 (-23%)
Source: London Metal Exchange (LME).
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 26
Market capitalisation and debt levels
BHP Billiton and Rio Tinto combined market capitalisation and net debt, post a US$30bn buy back (US$bn)(a)
As at 05-Feb-2008
300
200
100
0
298
87
Market Capitalisation
Net Debt
As at 21-Nov-2008
300
200
100
0
84
78
Market Capitalisation
Net Debt
a) Combined market capitalisation represents the addition of BHP Billiton and Rio Tinto’s market capitalisation based on last reported publicly-held shares outstanding and shares prices reduced by US$30bn for the proposed buyback. Net Debt as at 5-Feb-2008, represents the addition of BHP Billiton and Rio Tinto’s reported net debt as at 31-Dec-2007 increased by US$30bn for the proposed buyback. Net debt as at 21-Nov-2008 represents the addition of BHP Billiton’s net debt as at 31-Oct-2008 (per 25-Nov-2008 news release) and Rio Tinto’s reported net debt as at 30-Jun-2008 increased by US$30bn for the proposed buyback.
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 27
BHP Billiton Limited
Annual General Meeting – 27 November 2008
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 28
Agenda
Chairman’s Address
CEO’s Address
Chairman’s Address
Items of Business
Questions
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 29
Marius Kloppers
Chief Executive Officer
Annual General Meeting
27 November 2008
Our assets
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 31
Production highlights
Stronger annual production in 13 of our commodities
Petroleum
Copper
Iron Ore
Manganese Ore
Manganese Alloy
Alumina
Molybdenum
Crude Oil and Condensate
Uranium
Lead
Zinc
Silver
Diamonds
Record production in 7 commodities
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 32
Total Recordable Injury Frequency Rate
(TRIFR) – FY2008
(TRIFR)
TRIFR—Monthly
TRIFR—3 Month Moving Average
TRIFR—12 Month Moving Average
8
7
6
5
4
3
2
1
0
Sep-07
Dec-07
Mar-08
Jun-08
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 33
BHP Billiton Limited
Annual General Meeting – 27 November 2008
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 34
EBIT Margin relative to peers
(%)
60
50
40
30
20
10
0
FY2003
FY2004
FY2005
FY2006
FY2007
FY2008
BHP Billiton
Peers
Source: BHP Billiton and peer companies’ annual and half year reports.
Peers are Rio Tinto, Vale, Xstrata and Anglo American.
FY2005 to FY2008 are shown on the basis of IFRS.
Prior periods are calculated under UKGAAP. All periods exclude third party trading.
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 35
Net Gearing relative to peers
(%)
60
50
40
30
20
10
0
FY2003
FY2004
FY2005
FY2006
FY2007
FY2008
BHP Billiton
Peers
Source: BHP Billiton and peer companies’ annual and half year reports.
Peers are Rio Tinto, Vale, Xstrata and Anglo American.
FY2005 to FY2008 are shown on the basis of IFRS.
Prior periods are calculated under UKGAAP.
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 36
Spence and Western Australia Iron Ore
Spence, Chile
Iron Ore, Western Australia
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 37
BHP Billiton Limited
Annual General Meeting – 27 November 2008
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 38
Don Argus
Chairman
Annual General Meeting
27 November 2008
Climate change
Our objective is to continue to meet global demand for resources while helping to address the challenges of safety, climate change and the environment generally
West Cliff Colliery, NSW, Australia
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 40
Projected Primary Energy Demand – International Energy Association mid case scenario
2006
Oil Coal Gas Nuclear Renewables
2006
6%
21%
13%
34%
26%
World Primary Energy Demand
= 11,730 Mtoe
2030
Oil Coal Gas Nuclear Renewables
30%
23%
22%
7%
13%
World Primary Energy Demand
= 15,483 Mtoe
Source: International Energy Agency- World Energy Outlook 2008
Mtoe = Million tonnes of oil equivalent.
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 41
Future growth of nuclear power
Existing operational power plants and future development of nuclear power reactors(a),(b)
Operational (power plants) – 439 reactors(b)
Under construction (reactors) – 36 reactors(b)
Planned (reactors) – > 95 reactors(b)
Proposed (reactors) – > 230 reactors(b)
Notes:
a) Location of reactors does not necessarily show their exact geographical location in a country.
b) Source: World Nuclear Association (www.world-nuclear.org/info/reactors.html), 1-Oct-2008.
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 42
BHP Billiton Limited Annual General Meeting – 27 November 2008
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 43
Our communities
Nickel West, Australia
Hillside, South Africa
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 44
Agenda
Chairman’s Address
CEO’s Address
Chairman’s Address
Items of Business
Questions
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 45
How to ask a question
Go to the question point
Show your green or yellow admission card
Give the attendant your name
Wait until you have been introduced to the meeting
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 46
Jane McAloon
Group Company Secretary
Annual General Meeting
27 November 2008
How to vote
FOR
70%
AGAINST
30%
Assumes total holding of 1000 shares
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 48
BHP Billiton Limited
Annual General Meeting – 27 November 2008
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 49
Agenda
Chairman’s Address
CEO’s Address
Chairman’s Address
Items of Business
Questions
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 50
Agenda
Chairman’s Address
CEO’s Address
Chairman’s Address
Items of Business
Receive Financial Statements
Questions
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 51
Voting paper
BHP Billiton Plc
BHP Billiton Limited
ITEM NUMBER
FOR
AGAINST
FOR
AGAINST
1&2 To receive the Financial Statements and Reports
3-22 To elect Directors: Paul Anderson, Don Argus, John Buchanan, David Crawford, Jacques Nasser, John Schubert, Alan Boeckmann, Stephen Mayne, David Morgan, Keith Rumble
23 Reappointment of auditor
24 General authority to allot shares
25 Disapplication of pre-emption rights
26 Repurchase of shares in BHP Billiton Plc
27 Cancellation of shares in BHP Billiton Plc (6 items)
28 Remuneration Report
29 Amendments to Rules of Group Incentive Scheme
30 Approval of grants to executive Director
31 & 32 Change to maximum aggregate remuneration paid to non-executive Directors
33 & 34 Amendment to the Articles of Association & the Constitution
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 52
Agenda
Chairman’s Address
CEO’s Address
Chairman’s Address
Items of Business
Election of Directors
Questions
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 53
Mr P M Anderson
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 54
Mr D R Argus
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 55
Dr J G S Buchanan
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 56
Mr D A Crawford
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 57
Mr J Nasser
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 58
Dr J M Schubert
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 59
Mr A L Boeckmann
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 60
Agenda
Chairman’s Address
CEO’s Address
Chairman’s Address
Items of Business
Election of Mr S Mayne
Questions
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 61
Dr D R Morgan
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 62
Mr K C Rumble
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 63
Agenda
Chairman’s Address
CEO’s Address
Chairman’s Address
Items of Business
Reappointment of Auditor
Questions
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 64
Agenda
Chairman’s Address
CEO’s Address
Chairman’s Address
Items of Business
Authority to Allot Shares
Questions
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 65
Authorised and Issued Share Capital
BHP Billiton Plc
(million shares)
FY2006 FY2007 FY2008
3,500
3,000
2,500
2,000
1,500
1,000
500
0
Requested Limit at AGMs up to Authorised Capital
Issued Share Capital
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 66
Agenda
Chairman’s Address
CEO’s Address
Chairman’s Address
Items of Business
Disapplication of pre-emption rights
Questions
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 67
Agenda
Chairman’s Address
CEO’s Address
Chairman’s Address
Items of Business
Authority to buy back shares
Questions
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 68
BHP Billiton – Buy Back history
Cumulative Share Buybacks(a) (US$ million)
(million shares)
BHP Billiton Ltd
BHP Billiton Plc
Cumulative number of shares repurchased
14,000
12,000
10,000
8,000
6,000
4,000
2,000
0
FY2005
FY2006
FY2007
FY2008
700
600
500
400
300
200
100
From FY2005, 680 million shares repurchased, representing 11.3% of total shares on issue
a) On 14 December 2007 the previously announced US$13 billion buy-back program was suspended. The suspension was due to the fact that we are prohibited under insider trading and market abuse laws in the UK from buying back shares, as we are in possession of inside information in relation to the Rio Tinto pre-conditional offer.
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 69
Agenda
Chairman’s Address
CEO’s Address
Chairman’s Address
Items of Business
Cancellation of BHP Billiton Plc shares held by BHP Billiton Limited
Questions
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 70
Agenda
Chairman’s Address
CEO’s Address
Chairman’s Address
Items of Business
Remuneration Report
Questions
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 71
CEO pay/performance comparison
Total Shareholder Return Relative to CEO Remuneration over Five Years
(Value of 1,000 BHP Billiton Ltd shares in A$)
(Remuneration received in US$’000)
60,000
50,000
40,000
30,000
20,000
10,000
0
25,000
20,000
10,000
5,000
0
FY2004
FY2005
FY2006
FY2007
FY2008
Value at 30 June 2003 A$9,465
Value at 21 November 2008
A$26,997
BHP Billiton Ltd: Value of 1,000 shares purchased on 28 June 2001 had an equivalent value at 30 June 2003 of A$12,783
Vested LTIs: Embedded gain of all LTI awards which vested during the Financial Year
Vested Deferred Share Bonus: Embedded gain of share-based awards under STI plans which vested during the Financial Year
Cash STI: Annual bonus earned based on performance during the Financial Year
Salary: Salary earned during the Financial Year
a) Left axis: share price shown in $A to reflect ASX trading currency
b) Right axis: remuneration shown in US$ as disclosed in Annual Report
Sources: Annual Reports, Bloomberg, Kepler Associates
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 72
BHP Billiton CEO Remuneration
Fixed Remuneration
US$
Base Salary
$1,979,500
Retirement Benefits
$791,800
FIXED
29%
Short Term
Incentives
US$
Target Cash Award
$1,385,650
Deferred Shares(a) $1,385,650 (Vest in 2011)
Long Term Incentives
No. of Shares
AT RISK
Performance Shares 373,855(b)
(Vest in 2013 subject to performance hurdles)
71%
a) Estimated value of deferred shares at target performance.
b) Fair market value of US$3,958,995 based on average share price and exchange rate for year ended 30/6/2008.
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 73
Agenda
Chairman’s Address
CEO’s Address
Chairman’s Address
Items of Business
Approval of Remuneration Report
Questions
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 74
Agenda
Chairman’s Address
CEO’s Address
Chairman’s Address
Items of Business
Amendments to the Rules of the Group Incentive Scheme
Questions
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 75
Amendments to Rules of Group Incentive Scheme
Current Rules
Target Bonus:
140% of Base Salary
Maximum Bonus:
1.5 x Target
Proposed Rules
Target Bonus:
160% of Base Salary
Maximum Bonus:
2 x Target
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 76
Agenda
Chairman’s Address
CEO’s Address
Chairman’s Address
Items of Business
Grant of Awards to Mr M J Kloppers
Questions
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 77
Five year required out-performance of peers
Total Shareholder Return (TSR) performance (%)
90
80
70
60
50
40
30
20
10
0
Year 0
Year 1
Year 2
Year 3
Year 4
Year 5
BHP Billiton TSR
Peer Median TSR
30.7%
5.5%
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 78
Grants under the GIS and the LTIP
Group Incentive Scheme:
49,454 Deferred Shares(a) or
197,817 Options(a) or
a combination of both
Long Term Incentive Plan:
373,855 Performance Shares(b)
a) Figures are estimates, based on FY2008 average share price and exchange rate. Actual number will be dependent on share price and exchange rate at date of grant.
b) Figure is an estimate, based on Mr Kloppers’ current salary, and FY2008 average share price and exchange rate. Actual number will be dependent on salary, share price and exchange rate at date of grant.
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 79
Agenda
Chairman’s Address
CEO’s Address
Chairman’s Address
Items of Business
Non-executive Directors’ maximum aggregate fees
Questions
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 80
Agenda
Chairman’s Address
CEO’s Address
Chairman’s Address
Items of Business
Articles of Association and Constitution
Questions
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 81
Agenda
Chairman’s Address
CEO’s Address
Chairman’s Address
Items of Business
Questions
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 82
BHP Billiton Limited – Annual General Meeting 27 November 2008
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 83
Remember to place
the voting papers in the ballot box
as you leave
Thank you
BHP Billiton 2008 Annual General Meeting, 27 November 2008
Slide 84
