BHP BILLITON PLC NOTICE OF ANNUAL GENERAL MEETING

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					BHP BILLITON PLC
NOTICE OF ANNUAL GENERAL MEETING
BHP Billiton Plc Notice of Annual General Meeting




                                                                                                                                 BHP Billiton Plc
                                                                                                      Registered in England and Wales – 3196209
                                                                                                              A member of the BHP Billiton group

                                                                                                                              Registered Office:
                                                                                                                                     1–3 Strand
                                                                                                                             London WC2N 5HA
                                                                                                                                United Kingdom

                                                                                                                            Tel: (44 2) 7747 3800
                                                                                                                           Fax: (44 2) 7747 3900




Notice of Annual General Meeting


Items of Business:        pages 2 – 3
Explanatory Notes:        pages 4 – 14
How to Vote:              page 15

Notice is given that the annual general meeting of the shareholders of BHP Billiton Plc will be held at the
Millennium Hotel, Mayfair, London, on Monday 4 November 2002 at 8.30 am for the purpose of transacting
the following business




Items of Business
Items 1–12 and 15–18 must be passed as ordinary resolutions. Items 13 and 14 must be passed as special resolutions.

Financial Statements and Reports
1. To receive the Financial Statements for BHP Billiton Limited         2. To receive the Financial Statements for BHP Billiton Plc for the
   for the year ended 30 June 2002, together with the Directors’           year ended 30 June 2002, together with the Directors’ Report
   Report and the Auditors’ Report set out in the Annual Report.           and the Auditors’ Report set out in the Annual Report.

Re-election of Directors
The following candidates retire by rotation and submit themselves for re-election:
3. Mr B P Gilbertson as a Director of BHP Billiton Limited              4. Mr B P Gilbertson as a Director of BHP Billiton Plc
5. Dr D A L Jenkins as a Director of BHP Billiton Limited               6. Dr D A L Jenkins as a Director of BHP Billiton Plc
7. Dr J M Schubert as a Director of BHP Billiton Limited                8. Dr J M Schubert as a Director of BHP Billiton Plc

The following candidate was appointed a Director by the Board since the last annual general meeting and offers himself for election:
9. Mr C W Goodyear as a Director of BHP Billiton Limited                10. Mr C W Goodyear as a Director of BHP Billiton Plc

Mr P M Anderson retires by rotation but does not submit himself for re-election as a Director.
Mr J B Jackson and Mr J T Ralph, Directors who are aged 70 or more at the time of the meeting, are required to retire but do not submit
themselves for re-election.


                                                                    2
Appointment of Auditors                                                  Remuneration Policy
11. To consider and, if thought fit, pass the following resolution       15. To approve the remuneration policy as described in the
    as an ordinary resolution:                                               Remuneration Report of the Annual Report.
    ‘(a) That KPMG and PricewaterhouseCoopers be appointed               Employee Incentive Schemes
         as the auditors of BHP Billiton Limited and that the
                                                                         16. To consider and, if thought fit, pass the following resolution
         Directors be authorised to agree their remuneration; and
                                                                             as an ordinary resolution:
    (b) That KPMG Audit Plc and PricewaterhouseCoopers be
                                                                             ‘That:
        re-appointed as the auditors of BHP Billiton Plc and that
        the Directors be authorised to agree their remuneration.’            (a) the BHP Billiton Limited Group Incentive Scheme, the
                                                                                 principal terms of which are summarised in Appendix 1 to
General authority to allot shares in BHP Billiton Plc                            this Notice of Meeting, be approved for all purposes; and
12. To consider and, if thought fit, pass the following resolution
                                                                             (b) the BHP Billiton Plc Group Incentive Scheme, the principal
    as an ordinary resolution:
                                                                                 terms of which are summarised in Appendix 1 to this
    ‘That the authority and power to allot relevant securities                   Notice of Meeting, be approved for all purposes.’
    conferred on the Directors by Article 9 of BHP Billiton Plc’s
    Articles of Association be renewed for the period ending on          Approval of Grants to executive Directors
    the date of the BHP Billiton Plc annual general meeting in           17. To consider and, if thought fit, pass the following resolution
    2003 or on 31 January 2004 whichever is earlier, and for such            as an ordinary resolution:
    period the Section 80 Amount (under the United Kingdom
                                                                             ‘That the grant of Performance Shares to the Chief Executive,
    Companies Act 1985) shall be US$411 357 833.50.’
                                                                             Mr B P Gilbertson, pursuant to the Transition Year
Disapplication of pre-emption rights in BHP Billiton Plc                     arrangements contained in the BHP Billiton Plc Group
                                                                             Incentive Scheme in the manner set out in the Explanatory
13. To consider and, if thought fit, pass the following resolution
                                                                             Notes to this Notice of Meeting be approved for all purposes,
    as a special resolution:
                                                                             including for the purpose of ASX Listing Rule 10.14.’
    ‘That, subject to the passing of the resolution set out in
                                                                         18. To consider and, if thought fit, pass the following resolution
    Item 12 of this Notice of Meeting, the authority and power
                                                                             as an ordinary resolution:
    to allot equity securities for cash conferred on the Directors
    by Article 9 of BHP Billiton Plc’s Articles of Association be            ‘That the grant of Performance Shares to the Chief
    renewed for the period referred to in such resolution and                Development Officer, Mr C W Goodyear, pursuant to the
    for such period the Section 89 Amount (under the United                  Transition Year arrangements contained in the BHP Billiton
    Kingdom Companies Act 1985) shall be US$61 703 675.00.’                  Limited Group Incentive Scheme in the manner set out in
                                                                             the Explanatory Notes to this Notice of Meeting be approved
Contingent Purchase Contract of BHP Billiton Plc                             for all purposes, including for the purpose of ASX Listing
14. To consider and, if thought fit, pass the following resolution           Rule 10.14.’
    as a special resolution:
    ‘That the authority given in respect of the Contingent               Each of BHP Billiton Limited and BHP Billiton Plc will disregard
    Purchase Contract between MSI Investments (BVI) Limited              any votes cast on resolutions 16, 17 and 18 by:
    and BHP Billiton Plc be renewed for a further period, such           • Mr B P Gilbertson;
    period to expire on 3 May 2004’.                                     • Mr C W Goodyear;
                                                                         • any other Director who is eligible to participate in any
                                                                           employee incentive scheme of either BHP Billiton Limited
                                                                           or BHP Billiton Plc (of which there are none); and
                                                                         • any of their associates,
                                                                         unless the vote is cast as proxy for a person entitled to vote in
                                                                         accordance with a direction on the proxy form or unless the vote
                                                                         is cast by a person chairing the meeting as proxy for a person
                                                                         who is entitled to vote in accordance with a direction on the
                                                                         proxy form to vote as the proxy decides.




                                                                     3
BHP Billiton Plc Notice of Annual General Meeting




Explanatory Notes


Voting arrangements under the Dual Listed                                 Business
Companies structure                                                       Explanatory notes on the items of business to be considered at
Because BHP Billiton Limited and BHP Billiton Plc have retained           the meeting follow.
their status as separate companies, two annual general meetings
will be held. They will, however, be held on the same day.                Items 1 and 2 – Financial Statements and Reports
                                                                          The law in Australia and the United Kingdom requires Directors
The merger agreements between the two companies allow
                                                                          to lay before the meeting of shareholders the Financial Report (or
shareholders of both companies jointly to make decisions on
                                                                          Statements), Directors’ Report and Auditors’ Report for the year.
significant matters. Significant matters have been identified in
the merger agreements.                                                    The Principles of Good Governance contained in the Combined
                                                                          Code, which is annexed to the Listing Rules of the London Stock
Where a significant matter affects the shareholders of each
                                                                          Exchange, require companies to propose a separate resolution to
company in similar ways it is called a joint electorate matter.
                                                                          shareholders at the annual general meeting relating to the report
Where a significant matter affects the shareholders in different
                                                                          and the accounts.
ways (or where the agreements specifically classify matters in this
way) it is called a class rights matter.                                  In accordance with the Group’s approach to corporate
                                                                          governance, shareholders in both companies are being asked
At this meeting all items of business are joint electorate matters.
                                                                          to receive the Reports and accounts of both companies.
The process that allows both sets of shareholders to vote on joint        Shareholders will have received a copy of the BHP Billiton Plc
electorate matters is called a joint electorate action.                   Annual Report in accordance with their election.
Voting on joint electorate actions works as follows:                      Both BHP Billiton Limited and BHP Billiton Plc’s Annual Reports
                                                                          have been posted on the website at www.bhpbilliton.com.
• if you vote at the meeting of BHP Billiton Plc (whether in
                                                                          Alternatively, shareholders can request copies by telephoning
  person, by representative, by attorney or by proxy) an
                                                                          (44 20) 7747 3977.
  equivalent vote will be cast on the corresponding resolution
  at the annual general meeting of BHP Billiton Limited;                  Receiving the accounts is considered a significant matter and
                                                                          is therefore a joint electorate action. Shareholders of both
• shareholders of BHP Billiton Limited who vote on the
                                                                          companies are entitled to vote on these items and they must
  corresponding resolution proposed at their annual general
                                                                          be passed as ordinary resolutions.
  meeting will have those votes treated as though they were
  also cast at the meeting of BHP Billiton Plc; and                       Items 3 to 10 – Election of Directors
• a motion will only be passed if the total of the votes cast             The merger agreements require the Boards of BHP Billiton Limited
  (after the votes of shareholders of both companies are added            and BHP Billiton Plc to be identical. Mr Gilbertson and Drs Jenkins
  together) meet the required majority. In the case of an ordinary        and Schubert are retiring from both Boards by rotation and it is
  resolution the majority is 50 per cent of the votes cast and,           proposed that they all be re-appointed. Mr Goodyear is also
  in the case of a special resolution, it is 75 per cent of the           seeking election by shareholders, having been appointed an
  votes cast.                                                             executive Director since the last annual general meeting.
The results of any motion will not be able to be finalised until          The election of Directors to both Boards is considered a
after both meetings are concluded. Voting will be conducted by            significant matter and is therefore a joint electorate action.
poll and the results will be announced to the stock exchanges as          Shareholders are required to approve the re-election of Directors
soon as the result is known.                                              to each Board.
                                                                          If a Director is re-elected to one Board and not the other then
                                                                          that Director will not be appointed to either Board.
                                                                          The resolutions to appoint these Directors must each be passed
                                                                          separately as ordinary resolutions.
                                                                          Brief biographical details of each of the Directors standing for
                                                                          election are given on the following page.




                                                                      4
Brian Gilbertson                                                          David Jenkins
MSc, MBL, 59                                                              BA, PhD (Geology), 63
Brian Gilbertson has over 30 years experience in the mining               David Jenkins, an independent non-executive Director, had an
industry. Appointed Chief Executive of BHP Billiton Limited and           executive career at British Petroleum which makes him a
BHP Billiton Plc on 1 July 2002. A member of the Health, Safety           recognised authority in all facets of oil and gas technology.
and Environment Committee. A Director of the South African
                                                                          A Director of BHP Limited since March 2000 and a Director of BHP
Reserve Bank. Former Executive Chairman and Chief Executive
                                                                          Billiton Limited and BHP Billiton Plc since June 2001. A member of
Officer of Billiton Plc.
                                                                          the Health, Safety and Environment Committee and the Risk
                                                                          Management & Audit Committee. Former Chief Geologist and
                                                                          Chief Technology Advisor to the British Petroleum Company.
John Schubert                                                             He is a member of the Technology Advisory Committee of the
BC Eng, PhD (Chem Eng), FIEAust, FTSE, 59                                 Halliburton Company, the Technology Advisory Board of
John Schubert, an independent non-executive Director, had a               Landmark Graphics and the Advisory Council of Consort
23-year executive career in the oil industry where he also had            Resources. He also chairs the Energy Advisory Panel of Science
mining and financial responsibilities. He has experience in               Applications International.
mergers, acquisitions, divestments, project analysis and
management.
A Director of BHP Limited since June 2000 and a Director of BHP           Charles Goodyear
Billiton Limited and BHP Billiton Plc since June 2001. A member of        BSc, MBA, FCPA, 44
the Nomination Committee and the Remuneration Committee.                  Before joining the BHP Limited Group as Chief Financial Officer
Deputy Chairman of the Commonwealth Bank of Australia, a                  in 1999, Charles Goodyear had extensive financial, corporate
Director of Qantas Airways Limited, Hanson Plc, the Australian            re-structuring and merger and acquisition experience in the
Graduate School of Management and the Great Barrier Reef                  United States.
Research Foundation. He is also non-executive Chairman of
                                                                          A Director of BHP Billiton Limited and BHP Billiton Plc since
G2 Therapies Limited and of the Advisory Board of Worley Limited
                                                                          November 2001. Appointed Chief Development Officer in June
and President of the Business Council of Australia. Former
                                                                          2001. Former Chief Financial Officer of BHP Limited, former
Managing Director and Chief Executive Officer of Pioneer
                                                                          President of Goodyear Capital Corporation and former
International Limited and former Chairman and Managing
                                                                          Executive Vice President and Chief Financial Officer of
Director of Esso Australia Limited.
                                                                          Freeport-McMoRan Inc.




Brian Gilbertson           John Schubert                                 David Jenkins                             Charles Goodyear




                                                                     5
BHP Billiton Plc Notice of Annual General Meeting




Explanatory Notes continued


Item 11 – Appointment of auditors                                         Shareholders are therefore asked to appoint Pricewaterhouse-
At the time of the merger of BHP Limited and Billiton Plc, the            Coopers and KPMG as joint auditors of BHP Billiton Limited, and
Group announced it would put its audit services to tender.                to re-appoint KPMG Audit Plc and PricewaterhouseCoopers as
Each of the Group’s existing auditors – Andersen (now Ernst &             joint auditors for BHP Billiton Plc, until the conclusion of the next
Young), who had previously audited BHP PricewaterhouseCoopers
                                        ,                                 annual general meeting at which the accounts are laid before
and KPMG (who had jointly audited Billiton) were invited to               shareholders. Shareholders are also asked to authorise the
tender for these services.                                                Directors to agree the remuneration of the auditors.

On 3 May 2002, BHP Billiton announced the appointment of                  Directors recommend that shareholders vote in favour of this
PricewaterhouseCoopers and KPMG as joint auditors of BHP                  resolution.
Billiton Limited from 2003.                                               This item is regarded as a significant matter and is therefore a
On 27 May, Andersen’s audit of BHP Billiton Limited was                   joint electorate action. Shareholders of both BHP Billiton Limited
succeeded by Ernst & Young. Before PricewaterhouseCoopers and             and BHP Billiton Plc are entitled to vote on it and it must be
KPMG can be appointed, Ernst & Young must resign and, under               passed as an ordinary resolution.
the provisions of the Corporations Act in Australia, the Australian
                                                                          Item 12 – General authority to allot shares in BHP Billiton Plc
Securities and Investments Commission must consent to that
resignation. PricewaterhouseCoopers and KPMG have given their             BHP Billiton Limited and BHP Billiton Plc both operated employee
consent to act as joint auditors. Ernst & Young have resigned             share schemes prior to the merger. Following the merger, the
effective from the close of the annual general meeting, and the           Group standardised the application of existing schemes until a
consent of the Australian Securities and Investments Commission           new single scheme applying across the Group could be devised
to the resignation of Ernst & Young has been obtained.                    and put to shareholders for consideration. Item 16 in this Notice
                                                                          of Meeting outlines the new scheme. Details of the pre-existing
It is a further procedural requirement under Australian law that a        schemes and the new scheme are set out in the Remuneration
notice of nomination of auditors be given and a copy sent to each         Report contained in the Annual Report of each company. The
person entitled to receive a notice of the annual general meeting.        schemes require the companies to allot to participating
A copy of the nomination letter is provided below.                        employees unissued shares.
                                                                          From time to time companies also consider the allotment of
    5 August 2002                                                         unissued shares to finance business opportunities.
    The Secretary                                                         Under United Kingdom law a company must obtain shareholder
    BHP Billiton Limited                                                  consent before it can make an allotment of unissued shares.
    Level 45
    600 Bourke Street                                                     Shareholders are being asked to consent to BHP Billiton Plc
    Melbourne VIC 3000                                                    allotting unissued shares, up to a designated limit, for a further
                                                                          year.
    Dear Madam
                                                                          The proposed limit is 822 715 667 shares which is equivalent to
    In accordance with the provisions of section 328 (1) of the           one-third of the total issued share capital of BHP Billiton Plc at
    Corporations Act, I, Roger V Taylor, being a member of BHP            16 September 2002. The limit accords with corporate governance
    Billiton Limited, hereby nominate PricewaterhouseCoopers              practice in the United Kingdom.
    and KPMG for appointment as joint auditors of the Company.
                                                                          While the limit exceeds the number of shares that could be
    Yours faithfully                                                      allotted under the employee share schemes, it is being proposed
    R V Taylor                                                            to ensure that, should a business opportunity arise during the
                                                                          course of the year, the Directors have the capacity to finance that
                                                                          opportunity through the issue of unissued shares up to the limit
The law in the United Kingdom requires shareholders to approve            set. There are currently no business opportunities under
the appointment of a company’s auditors each year and the                 consideration that would be financed in this way.
appointment runs until the conclusion of the next annual general
meeting. In addition, the law requires shareholders either to             The only allotments of unissued shares that have been made under
agree the remuneration of the auditors or authorise a company’s           the approval granted by shareholders at the 2001 annual general
directors to do so. These are not requirements in Australia,              meeting were for the purposes of employee share schemes.
but the Group has elected to adopt them in relation to the                This item is regarded as a significant matter and must therefore
appointment of auditors for BHP Billiton Limited in order to              be considered as a joint electorate action (see Notes under
comply with its governance approach and to ensure that auditor            ‘Voting Arrangements’ for an explanation). It must be passed as
appointments for both the Australian and United Kingdom                   an ordinary resolution.
groups of companies are in line.


                                                                      6
Item 13 – Disapplication of pre-emption rights in                           The Directors would only exercise this authority conferred by the
BHP Billiton Plc                                                            Contingent Purchase Contract after considering the effect on
Before Directors can allot unissued shares, the law in the United           earnings per share and the benefits for shareholders of BHP
Kingdom requires Directors to offer those unissued shares to                Billiton Plc and BHP Billiton Limited generally. It is not the Group’s
existing holders first in proportion to their holdings.                     intention to trade the shares.

The Listing Rules of the Australian Stock Exchange permit                   Shareholders are asked to renew the authority for a further
Directors to allot unissued shares in BHP Billiton Limited without          period ending on 3 May 2004, the current authority expiring on
shareholder approval up to a maximum number equivalent to                   28 March 2003.
approximately 15 per cent of the issued capital of the Company
                                                                            Copies of the Contingent Purchase Contract are available to BHP
prior to the allotment.
                                                                            Billiton shareholders on the BHP Billiton website
To enable the allotment of unissued shares for the reasons                  (www.bhpbilliton.com) and may be inspected at BHP Billiton’s
outlined in the notes to Item 12 above, Directors are asking                Melbourne and London offices.
shareholders to suspend the application of the United Kingdom
rule up to a limit of 123 407 350 shares. This number is equivalent         This resolution must be passed as a special resolution and will be
to 5 per cent of the issued ordinary capital of BHP Billiton Plc at         considered as a joint electorate action.
16 September 2002.
                                                                            Item 15 – Remuneration Policy
This item is regarded as a significant matter and must therefore            The Annual Report contains a report from the Remuneration
be considered as a joint electorate action. It must be passed as a          Committee, which sets out the remuneration policy for the
special resolution.                                                         Group and reports the remuneration arrangements in place
Item 14 – Contingent Purchase Contract                                      for executive Directors, senior management and non-executive
                                                                            Directors. This meets requirements in the United Kingdom and
This resolution is to again renew the authority given to the
                                                                            Australia for disclosure of information on this topic.
Directors approving the terms of a contingent purchase contract
(the ‘Contingent Purchase Contract’) between BHP Billiton Plc               On 1 August 2002 legislation commenced in the United Kingdom
and MSI Investments (BVI) Limited, an indirect wholly-owned                 that will require BHP Billiton Plc to lay the Remuneration Report
subsidiary of BHP Billiton Plc incorporated in the British Virgin           before its shareholders for approval at each annual general
Islands. This authority was last given to Directors by shareholders         meeting held after 31 December 2002. No similar requirement for
at the annual general meeting in October 2001, but was not used             shareholder approval of the Report of BHP Billiton Limited exists
during the year. It allowed BHP Billiton Plc to put in place a              in Australia.
structure having an effect similar to market repurchases of its
own shares, but giving the Group greater flexibility in terms of            Even though the United Kingdom legislation does not apply to
the management of its capital structure.                                    this year’s annual general meeting, shareholders are being asked
                                                                            to approve the remuneration policy for the BHP Billiton Group.
Under the structure, appointed brokers are able to purchase up
to 231 million ordinary shares in BHP Billiton Plc in the market on         This item is regarded as a significant matter and is therefore a
behalf of a special purpose vehicle, Nelson Investment Limited              joint electorate action. Shareholders of BHP Billiton Limited and
(‘Nelson’). This represents approximately 9 per cent of BHP                 BHP Billiton Plc are entitled to vote on it and it must be passed as
Billiton Plc’s issued capital at 16 September 2002. The maximum             an ordinary resolution.
price which may be paid for such shares must not be more than
105 per cent of the average middle market closing price of shares           Item 16 – Employee Incentive Schemes
in BHP Billiton Plc for the five business days preceding the date           This resolution proposes the introduction of new group incentive
of purchase.                                                                schemes by the BHP Billiton Limited and the BHP Billiton Plc
                                                                            groups (collectively, the Group) based on the Group reward
As at 16 August 2002 there were options under employee share
                                                                            philosophy. A summary of the proposed terms of the Group
plans outstanding to subscribe for 6 078 886 shares in BHP Billiton
                                                                            Incentive Scheme for each entity (together the Group Incentive
Plc which, if exercised in full, would represent 0.25 per cent of the
                                                                            Schemes) is set out in Appendix 1 to this Notice of Meeting.
issued share capital at such date. If the maximum number of
shares permitted under the arrangements were to be purchased                The terms of the Schemes are the same except where differences
and cancelled, such options would, on exercise, represent                   are required under the laws or practice of Australia and the
0.27 per cent of the issued share capital of BHP Billiton Plc.              United Kingdom. Those differences between the Schemes are not
                                                                            significant.
The Contingent Purchase Contract, if entered into, will give
BHP Billiton Plc the right, but not the obligation, to repurchase           A copy of each of the Group Incentive Schemes is available
and cancel at any time prior to the expiry of the Contingent                on the Group’s website (www.bhpbilliton.com). Alternatively,
Purchase Contract up to 231 million of its own shares purchased             shareholders can request copies by telephoning (44 19) 0350 2541
and held by Nelson. Alternatively, Nelson can place the shares in           or (44 20) 7747 3901.
the market for the benefit of the Group.


                                                                        7
BHP Billiton Plc Notice of Annual General Meeting




Explanatory Notes continued


Rationale for the Schemes                                                Encouraging Superior Performance
Following the merger of BHP Limited and Billiton Plc in June 2001,       The Group Incentive Schemes therefore provide members of the
the Group announced that it would develop a single integrated            senior management team with an incentive to remain with the
executive incentive plan which would be presented to                     Group, while encouraging and rewarding long-term shareholder
shareholders for approval at the annual general meeting in 2002.         value creation and achievement of the Group’s objectives by
The Group Incentive Schemes are the result of that commitment.           ensuring employees are focused on those objectives. Employees
                                                                         are rewarded for performance that underpins the objectives of
The Schemes have been designed as an important part of the
                                                                         the Group and receive no award (either short or long term) for
Group’s integrated approach to competitive performance-based
                                                                         below threshold performance.
remuneration. The Schemes aim to reward selected employees for
meeting or exceeding their goals and link reward to the                  The integrated Schemes will replace the various existing short,
achievement of the Group’s strategic objectives.                         medium and long-term incentive arrangements used by BHP
                                                                         Billiton Limited and BHP Billiton Plc, and will ensure parity for
The Schemes have been designed to drive sustainable,
                                                                         employees, consistency in application and a clear focus on
transparent performance in the long term. They reflect the
                                                                         rewarding good performance.
Group’s commitment to crucial operational targets, the
achievement of which provide a solid underpinning for long-term          Shareholder Approval
share market performance. The Schemes will be controlled by the
                                                                         Shareholder approval for the BHP Billiton Plc Group Incentive
Remuneration Committee of the Board, which consists of
                                                                         Scheme is required under the Listing Rules of the United Kingdom
independent, non-executive Directors. The size of awards will be
                                                                         Listing Authority, but (except as specified below) approval of the
set as a percentage of gross salary and will be monitored by the
                                                                         BHP Billiton Limited Group Incentive Scheme is not required
Remuneration Committee.
                                                                         under the Listing Rules of the Australian Stock Exchange (the ASX
The Schemes will have two components – a short-term cash                 Listing Rules). However, consistent with the Group’s commitment
incentive and a long-term share incentive. The size of awards            to adopting the highest standard of corporate governance when
made in both categories are directly linked to the participant’s         faced with different regulatory regimes, the Group is requesting
performance over the relevant year against personal business             that the terms of both Group Incentive Schemes be approved by
goals and local and global business goals. As set out in greater         shareholders.
detail in Appendix 1, an award of a short-term or long-term
                                                                         In addition, under the ASX Listing Rules, BHP Billiton Limited is
incentive is subject to the participant meeting at least threshold
                                                                         generally restricted from issuing more than 15 per cent of its
performance targets, as agreed between the employee and their
                                                                         issued share capital in any 12-month period without shareholder
supervisor at the beginning of each year. If those threshold
                                                                         approval. There are a number of exceptions, including an issue
targets are not met, no award will be made for that year.
                                                                         of securities under an employee incentive scheme which has been
If exceptional performance is achieved and all ‘stretch’
                                                                         approved by shareholders within the three years before the issue
performance goals are reached, the award can be increased
                                                                         of the securities. Shareholders are being requested to approve
to up to 150 per cent of the target award amount.
                                                                         the Schemes under this exception. From time to time business
In addition to the operational performance targets which must            opportunities arise which are best financed by the issue of shares
be met to receive all short-term and long-term incentive awards,         up to allowed limits. It is regarded as prudent for the Group to
an element of the long-term incentive (referred to as Performance        retain the maximum capacity to finance this way and therefore
Shares) is further subject to Group performance conditions over          to exclude from the limit any shares issued under approved
a three-year period. Vesting of the Performance Shares is subject        employee schemes.
to a threshold level of performance, with the vesting percentage
                                                                         The Group Incentive Schemes contain restrictions on the
increasing as the Group’s performance increases.
                                                                         number of securities which can be granted under the Schemes.
The vesting of the shares which are the subject of the long-term         Those restrictions are described under ‘Limits’ in Appendix 1.
incentive component of the Schemes will not occur until at least         No securities have yet been issued under the Schemes.
three years (or, in the case of Performance Shares, four years)
                                                                         This item is regarded as a significant matter and must therefore
after the start of the relevant assessment period. This acts as an
                                                                         be considered as a joint electoral action. It must be passed as an
incentive to encourage the participants to generate future growth
                                                                         ordinary resolution.
for the benefit of shareholders, as well as a retention mechanism
for the participants since the rights to acquire the shares will
lapse if the participant resigns before vesting.




                                                                     8
Items 17 and 18 – Approval of grant to executive Directors of              (d) The names of all Directors and their associates entitled to
Performance Shares for the Transition Year                                     participate in the Scheme are Mr Brian Gilbertson and
It is proposed that Mr Brian Gilbertson and Mr Charles Goodyear,               Mr Charles Goodyear.
each of whom is an executive Director of BHP Billiton Limited and          (e) A voting exclusion statement is set out immediately beneath
BHP Billiton Plc (executive Directors), participate in either of the           the relevant resolutions.
Group Incentive Schemes for the year ended 30 June 2002 (the
Transition Year). Under the ASX Listing Rules, an issue of BHP             (f) There is no loan scheme in relation to the Group Incentive
Billiton Limited securities to Directors is required to be approved            Schemes.
by shareholders. Specific approval is not required for the issue of        (g) The Performance Shares may be issued up until
BHP Billiton Plc securities to Directors where the scheme has been             4 November 2003. The period during which underlying
approved, but approval is nonetheless being sought on a                        shares may be issued as a result of the exercise or award
voluntary basis.                                                               of those Performance Shares is specified in Appendix 1.
Under the ASX Listing Rules, if the grant to the executive                 These items are regarded as significant matters and must
Directors of Performance Shares for the Transition Year is                 therefore be considered as joint electoral actions. They must be
approved, the executive Directors will only be able to participate         passed as ordinary resolutions.
in that aspect of the Group Incentive Schemes as described under
the heading ‘Transition Year’ in Appendix 1. Any further
participation by any executive Directors in the schemes will
require further shareholder approval.
ASX Listing Rule 10.15 requires this Notice of Meeting to include
the following specified information in relation to the Performance
Shares which may be granted to the executive Directors pursuant
to the terms of the Group Incentive Schemes.
(a) The maximum number of Performance Shares which may be
    acquired by the executive Directors for the Transition Year is
    set out below and the formulas for determining the number
    of securities that may be acquired by the executive Directors
    are set out in Appendix 1 to this Notice of Meeting. The
    maximum number of securities specified below is based on
    the expected annual salary of the relevant executive Director,
    an assumed exchange rate of A$1.8096 to US$1.00 and an
    assumed share value at the date of grant of GB£2.40 for
    BHP Billiton Plc shares and A$8.20 for BHP Billiton Limited
    shares. It is also based on a maximum Target Bonus Amount
    (as defined in Appendix 1) of 140 per cent of that individual’s
    salary.
     Mr Brian Gilbertson       500 000 Performance Shares
     Mr Charles Goodyear       250 000 Performance Shares
(b) The formulas for calculating the price for each security to be
    acquired under the Scheme are set out in Appendix 1 to this
    Notice of Meeting.
(c) The Group Incentive Schemes are new schemes in which
    participants will participate for the first time upon approval
    by shareholders. Accordingly, there are no Directors or
    associates of the Directors whom have previously received
    securities under the Group Incentive Schemes.




                                                                       9
BHP Billiton Plc Notice of Annual General Meeting




Appendix 1 – Summary of the Group Incentive Schemes


It is proposed that BHP Billiton Limited and BHP Billiton Plc will          Once the total bonus amount is determined, that amount is then
both introduce group incentive schemes (together the Group                  divided into two components, with 50 per cent of the total bonus
Incentive Schemes) on the terms described below.                            amount being the short-term incentive which will be paid to the
                                                                            individual in cash. The remaining 50 per cent of the total bonus
Participants                                                                amount will be the long-term incentive, which will be allocated in
Executives who are selected by the Remuneration Committee to                the form of Deferred Shares and/or Options (as described below).
participate in the Group Incentive Schemes will receive a short-
                                                                            Accordingly, based on a 50 per cent/50 per cent split between the
term incentive and a long-term incentive. The short-term
                                                                            short-term incentive and the long-term incentive, and assuming
incentive is paid in cash. The long-term incentive allows
                                                                            that the individual’s target bonus amount is the maximum
participants to receive Deferred Shares (which will be structured
                                                                            140 per cent of salary and that the individual has achieved all of
as options or conditional rights) and, if approved by the
                                                                            the stretch performance criteria, the cash amount that will be paid
Remuneration Committee each year, the choice to receive some
                                                                            as short-term incentive for that year is the maximum 105 per cent
or all of the long-term incentive in the form of Options (which will
                                                                            of the executive’s annual salary (calculated as the individual’s
have an exercise price). Participants are also entitled to receive
                                                                            salary x 50 per cent x 140 per cent x 150 per cent). Similarly, the
Performance Shares as a long-term incentive in the circumstances
                                                                            amount that will be applied to the Deferred Shares or Options
described below.
                                                                            component of the long-term incentive for that year will be the
Bonus amount                                                                maximum 105 per cent of an executive’s annual salary. That
                                                                            long-term incentive component will then be matched by an equal
The starting point for determining the size of the short-term
                                                                            amount for the Performance Share component, subject to the
incentive and the number of securities to be granted as the long-
                                                                            satisfaction of the performance conditions.
term incentive under the relevant Group Incentive Scheme is an
individual’s bonus amount. This will be determined by the                   Scorecards
Remuneration Committee. The Remuneration Committee will first
                                                                            Scorecards will apply to all participants in the Group Incentive
determine the percentage of an individual’s gross salary which is
                                                                            Schemes. The Remuneration Committee will be responsible for
capable of being received as a bonus if relevant ‘target’ criteria
                                                                            setting all Group performance scorecards and for setting personal
are met (the Target Bonus Amount). The Remuneration
                                                                            and CSG scorecard criteria for members of the Group’s Executive
Committee has determined that the maximum bonus amount
                                                                            Committee (ExCo). Responsibility for setting personal and CSG
under the Schemes will be 140 per cent of an individual’s salary
                                                                            scorecard criteria for non-ExCo members will be delegated to the
if target performance criteria are met for that year (the
                                                                            relevant manager of the employee on the ‘one-up’ principle
Performance Year). As described below, that amount will be
                                                                            (that is, the person with one level higher seniority than the
divided between a cash component and a deferred share
                                                                            participant’s supervisor).
component.
Scorecards for each participant will then be set which will                 Short-term incentive
establish threshold, target and stretch criteria. Those scorecards          As mentioned above, the short-term incentive available to
will allow a participant to score between nil and a maximum of              participants will be paid in cash and will be a percentage of the
150 per cent of target performance criteria, with 50 per cent               bonus due to an individual for that year. That amount will be paid
indicating threshold performance, 100 per cent indicating target            at or around the time following the release of the financial results
performance and 150 per cent indicating stretch performance.                for the applicable year.
Performance criteria will be based on personal, Customer Sector
Group (CSG) and Group performance.                                          Long-term incentive
                                                                            The long-term incentive available to participants will make up
At the end of the year, the participant’s performance is assessed
                                                                            the balance of the total amount of the bonus, and will generally
against the scorecard criteria and the appropriate percentage
                                                                            allow participants to make a choice to receive Deferred Shares
(Achievement Percentage) allocated, depending on the level of
                                                                            and/or Options. The amount of the long-term incentive will also
the goals realised.
                                                                            be matched by the Company through the grant of Performance
The total bonus amount is determined by multiplying the                     Shares. The terms of the Deferred Shares, Options and
participant’s salary by the Target Bonus Amount and by the                  Performance Shares are set out below.
applicable Achievement Percentage. For any Achievement
                                                                            Subject to limitations which may be imposed by the
Percentage greater than 50, a bonus calculation will be made.
                                                                            Remuneration Committee, participants will be able to choose
For an Achievement Percentage of less than 50, no bonus will be
                                                                            what proportion of Options, if any, they wish to receive in lieu
paid for that year (except as described under ‘Failing to Meet
                                                                            of Deferred Shares. The available choices between Options and
Targets’ below).
                                                                            Deferred Shares will be determined by the Remuneration
                                                                            Committee on a year to year basis, acting reasonably and in
                                                                            the best interests of the Group.


                                                                       10
Shares issued under each Group Incentive Scheme will rank                     average volatility of the Company’s shares over the medium term
equally with all other issued ordinary shares of BHP Billiton                 or the implied volatility from publicly traded options over the
Limited or BHP Billiton Plc, as the case may be.                              Company’s shares.

(i) Deferred Shares                                                           If a valuation method other than Black-Scholes is used it will be
                                                                              disclosed in the Remuneration Report.
Where a participant elects to receive Deferred Shares, the
participant will be granted, at no cost, a current right to receive           (iii) Performance Shares
ordinary shares in the capital of the relevant company at a time
                                                                              At the time of granting Deferred Shares and/or Options,
in the future. The Deferred Shares will vest on the first non-
                                                                              a participant will also be granted an additional number of
Prohibited Period date (as defined under ‘Timing of Grants’
                                                                              Performance Shares with a value equal to the individual’s long-
below) occurring two years after the end of the relevant
                                                                              term incentive amount for that year. Performance Shares will be
Performance Year. As a result, there will be a period of more than
                                                                              granted at no cost and will have an exercise price of nil, a
three years between the start of the Performance Year in respect
                                                                              nominal amount or some higher amount determined by the
of which the Deferred Shares are granted and the time at which
                                                                              Remuneration Committee.
they may be exercised or awarded. If the Deferred Shares are
structured as options, they will have an exercise price of nil, a             However, those Performance Shares will only vest to the extent
nominal amount or some higher amount determined by the                        that performance conditions determined by the Remuneration
Remuneration Committee and will have an exercise period of                    Committee are met. Those performance conditions will be
three years from the vesting date.                                            established by the Remuneration Committee from year to year,
                                                                              but will be no less onerous than those applied in respect of the
The number of Deferred Shares to be issued will be established at
                                                                              Transition Year (see below). That three-year comparative
the date of grant by the Remuneration Committee by dividing the
                                                                              measurement will occur over the three-year period following the
amount of the long-term incentive chosen by the participant to
                                                                              end of the relevant Performance Year. The Performance Shares
be allocated as Deferred Shares by the volume weighted average
                                                                              (if structured as options) will have an exercise period of three
trading price of the shares over the five business days
                                                                              years from satisfaction of the performance conditions. As a
immediately prior to the grant.
                                                                              result, there will be a period of more than four years between the
(ii) Options                                                                  start of the Performance Year in respect of which the
                                                                              Performance Shares are granted and the time at which (if the
As an alternative to choosing Deferred Shares, a participant may
                                                                              performance conditions are met) they will vest.
be able to elect to receive Options. Participants will not be
required to pay for the Options, which will be granted at the                 Failing to meet targets
same time as the Deferred Shares. The exercise period will be the
                                                                              If annual performance targets are not met for a particular year as
same as that described for the Deferred Shares.
                                                                              a result of the performance of the Group (not the individual), and
The exercise price for the Options will be determined by the                  as a result no cash bonus is paid nor any Deferred Shares/Options
Remuneration Committee prior to the time of the grant of the                  allocated to a participant, the Remuneration Committee will have
Options and cannot be less than the volume weighted average                   the discretion to determine that the participant should still be
trading price of the underlying shares over the five business days            awarded a number of Performance Shares up to 50 per cent of
immediately prior to the grant.                                               the number of Performance Shares which would have been issued
                                                                              to that person if the individual had met target performance
The number of Options receivable will be of equivalent value to
                                                                              criteria for that year. Those Performance Shares will only be
the Deferred Shares foregone, as calculated by the Remuneration
                                                                              exercisable to the extent that the relevant performance
Committee using a Black-Scholes valuation (or another valuation
                                                                              conditions set by the Remuneration Committee are met.
method approved by the Remuneration Committee which is not
more beneficial to participants) and confirmed by an independent              Minimum shareholding
actuary approved by the Remuneration Committee.
                                                                              All participants in the Group Incentive Schemes must satisfy a
The Black-Scholes option valuation model uses six parameters:                 minimum shareholding requirement equal to a percentage of the
share price, exercise price, term, risk-free rate, dividend yield and         value of their net annual salary. If a participant does not satisfy
volatility. In exercising its discretion as to the value of an Option,        the minimum holding requirement at the time of the issue of
the Remuneration Committee will use the market value of the                   shares, a holding lock – or a similar mechanism – (Holding Lock)
share price on or about the date of grant and an exercise price               will be placed on that number of shares which, together with any
and term established in accordance with the Scheme. In addition,              other shares held by the executive at that time, equates to the
the Remuneration Committee will determine the risk-free rate by               relevant minimum percentage of the value of the individual’s net
considering the three-year bank bill rate on or about the date of             annual salary. However, the number of shares which shall be
grant, the dividend yield by considering the prior year’s ordinary            placed in a Holding Lock in any one year will be no more than
dividend yield and the volatility by considering either or both the           25 per cent of the number of shares which are issued or


                                                                         11
BHP Billiton Plc Notice of Annual General Meeting




Appendix 1 – Summary of the Group Incentive Schemes continued


transferred as a result of the exercise of or award of shares in           Timing of grants
respect of Deferred Shares, Options or Performance Shares in that          Grants of awards under the Group Incentive Schemes may only
year. The Remuneration Committee will determine the minimum                be made within the 10-year period following the approval of the
shareholding percentage to be applied in each year, acting                 Group Incentive Schemes by the shareholders of BHP Billiton
reasonably and in the best interests of the Group.                         Limited and BHP Billiton Plc (as joint electorate actions). The
The Holding Lock will prevent disposal of the shares. The Holding          Remuneration Committee will, however, review the Group
Lock will not be removed during the year unless the participant            Incentive Schemes after five years to ensure they are still meeting
leaves the employment of the Group or suffers from hardship                their objectives.
(in which case the participant must put details of the hardship            In general terms, Deferred Shares, Options and Performance
in writing and the Remuneration Committee or its delegate may              Shares may only be granted within the 42 days starting on any
in its discretion approve the lifting of the Holding Lock).                of the following: the day after the date of publication of BHP
                                                                           Billiton Limited’s or BHP Billiton Plc’s results, any day on which
Administration of the Group Incentive Schemes
                                                                           the Remuneration Committee resolves that exceptional
The Group Incentive Schemes will be administered by the                    circumstances exist which justify the grant, or any day on which
Remuneration Committee of the relevant Board of BHP Billiton               changes to relevant laws of Australia or the United Kingdom
Limited or BHP Billiton Plc as the case may be (in each case the           (as the case may be) are announced, effected or made.
Board) and may be delegated to sub-committees or individuals
determined by the Remuneration Committee.                                  With some exceptions, grants may generally only be made on a
                                                                           date which is not a prohibited period as specified in the Group’s
Eligibility                                                                Securities Dealing Code (a Prohibited Period), in which trading in
Full and part-time employees and executive Directors who are               the securities of BHP Billiton Limited and BHP Billiton Plc by
nominated or approved by the Remuneration Committee                        certain employees is restricted.
(and who are expected to still be employed by the Group at the
                                                                           Trust arrangements
commencement of the exercise period for any Deferred Shares
or Options granted in respect of that year) will be eligible to            The Group Incentive Schemes may operate with an employee
participate.                                                               share ownership plan trust (Plan Trust). A Plan Trust may be
                                                                           established at any time without the need for shareholder or
Limits                                                                     participant approval. If such a Plan Trust is established, funds will
The Group Incentive Schemes each contain the following dilution            be settled on the trust by the Group so that the trustee can either
limits:                                                                    acquire shares on market or subscribe for new shares from the
                                                                           relevant company. The trustee may then transfer any shares it
• the number of shares in BHP Billiton Limited or BHP Billiton Plc         holds under the trust to a participant in satisfaction of the
  which may be allocated on any day under the relevant Group               exercise by or award of shares in respect of a participant of his or
  Incentive Scheme, plus any other shares allocated in the                 her Deferred Shares, Options or Performance Shares.
  previous 10-year period under the relevant Group Incentive
  Scheme or any other employee share plan adopted by BHP                   Global mobility
  Billiton Limited or BHP Billiton Plc, may not exceed 10 per cent         The Group has a number of executives whose employment may be
  of the combined issued ordinary share capital of BHP Billiton            transferred between the BHP Billiton Limited and BHP Billiton Plc
  Limited and BHP Billiton Plc immediately before that day; and            groups for various reasons. As a result of moves between the two
• the number of shares in BHP Billiton Limited or BHP Billiton Plc         groups, the legal employer may also change. It is proposed that a
  which may be allocated on any day under the relevant Group               grant of Deferred Shares, Options and Performance Shares will
  Incentive Scheme, plus any other shares allocated in the previous        only be made by the Group that is a legal employer at the time of
  10-year period under the relevant Group Incentive Scheme or              the grant. Any subsequent change of legal employer (between the
  any other discretionary share plan adopted by BHP Billiton               two groups) will not affect any existing awards made.
  Limited or BHP Billiton Plc, may not exceed 5 per cent of the
                                                                           Leaver provisions
  combined issued ordinary share capital of BHP Billiton Limited
  and BHP Billiton Plc immediately before that day (although this          Leaver provisions are included in the Group Incentive Schemes so
  limit may be exceeded where vesting is dependent on the                  that where a participant leaves the employment of the Group
  achievement of stretching performance criteria).                         during a performance year, no long-term incentive is awarded in
                                                                           relation to that year. Payment of the short-term incentive (if any)
For the purposes of the above limits, Options and awards that              will depend on the reasons for the participant’s departure.
have lapsed will be excluded.                                              For example, no short-term incentive will be paid where the
                                                                           participant leaves as a result of termination for cause, while a
                                                                           pro-rata payment may be paid where the participant leaves as a
                                                                           result of redundancy.


                                                                      12
Similarly, whether any existing Deferred Shares, Options or                 Transition Year
Performance Shares which have been granted to a participant                 Subject to the Group Incentive Schemes being approved by
will continue on their existing terms, be accelerated or lapse will         shareholders, the first full Performance Year under the Group
depend on the reasons for the participant’s departure from                  Incentive Schemes will be from 1 July 2002 to 30 June 2003 and
the Group.                                                                  the first grant to participants of Deferred Shares and/or Options
                                                                            and Performance Shares in relation to that Performance Year will
Change of control
                                                                            be made after the annual general meetings in 2003.
If there is a change of control (which is defined in the Schemes as
a change of control in accordance with the applicable corporate             If the BHP Billiton Group Incentive Schemes are approved, no
statutes or a significant actual or highly likely change in the             awards will be made to participants under the Group’s existing
composition of the majority of the Board), a reconstruction                 executive compensation plans in 2002. As a result, the Group
(amounting to a change of control) or a winding up of BHP Billiton          proposes to grant Performance Shares to those participants in
Limited or BHP Billiton Plc (as the case may be), all shares held by        November 2002 under transition arrangements described in the
participants subject to a Holding Lock will be released, and all            Schemes, subject to achievement of the specified performance
Deferred Shares and Options will immediately become exercisable             conditions. Without the transition arrangements, no long-term
within the six months following the relevant event. Conversely, in          incentive awards would be made to those participants in 2002.
those circumstances, any Performance Shares which are not                   That would be contrary to the Group’s policy of providing
exercisable may only be exercised with the prior approval by                competitive, performance-based incentives to its senior
ordinary resolution of the members of BHP Billiton Limited and              management on an annual basis and to its objective of retaining
BHP Billiton Plc as a joint electorate action or will lapse if the          those employees.
Remuneration Committee determines in its absolute discretion                The following arrangements are proposed in relation to the
that a term of the event resulting in the change of control is that         performance year ended 30 June 2002 (Transition Year).
holders of those Performance Shares have been or will be offered
participation in an alternative employee share incentive plan.              (i) Transitional short-term incentive
                                                                            No short-term incentive will be paid under the Group Incentive
Variation of share capital
                                                                            Schemes for the Transition Year. However, participants may be
If there is a variation of the share capital of BHP Billiton Limited        entitled to receive a short-term cash incentive payment under
or BHP Billiton Plc (as the case may be), the Remuneration                  existing plans adopted by BHP Billiton Limited or BHP Billiton Plc,
Committee may make appropriate adjustments to:                              subject to the terms and conditions of those plans.
(a) the number of shares subject to any Deferred Share, Option
                                                                            (ii) Transitional long-term incentive
    or Performance Share;
                                                                            For the purposes of determining a participant’s long-term
(b) the exercise price for an Option; or                                    incentive amount for the Transition Year, the Target Bonus
(c) where the Deferred Share, Option or Performance Share has               Amount will be a maximum of 140 per cent of the participant’s
    been exercised but no shares have been issued or transferred            gross salary and it will be assumed each eligible participant has
    following the exercise, the number of shares which may be               met target performance criteria. As a result, the deemed
    issued or transferred.                                                  Achievement Percentage will be 100 per cent and the total bonus
                                                                            amount will be a maximum of 140 per cent of salary. That
Alterations                                                                 maximum amount of 140 per cent will, however, only apply to the
The Group Incentive Schemes may be altered by the Board at any              executive Directors and certain other senior participants, with
time on recommendations from the Remuneration Committee.                    other participants having a lower maximum bonus amount.
However, the prior approval by ordinary resolution of the                   Participants will be entitled to receive the transitional long-term
members of BHP Billiton Limited and BHP Billiton Plc as a joint             incentive award only in the form of Performance Shares, equal in
electorate action will be required for amendments which relate              value to the transitional long-term incentive amount. The
to the participation of executive Directors or which are to the             Performance Shares granted in respect of the Transition Year will
advantage of participants relating to eligibility, the limits on the        be subject to meeting the three year Total Shareholder Return
number of shares which may be issued under the Group Incentive              and Earnings Per Share performance conditions set out below.
Schemes, the means for determining the exercise price for                   The exercise period for the Transition Year Performance Shares
Options, the rights attaching to Deferred Shares, Options and               will be from the date the performance conditions are met (if at
Performance Shares and the rights arising following variations              all) to the date which is three years after the start of the exercise
of share capital, except for minor amendments to benefit the                period.
administration of the Group Incentive Schemes, any amendments
to take account of any change in legislation or to obtain or
maintain favourable tax, exchange control or regulatory
treatment for participants or any Group company.


                                                                       13
BHP Billiton Plc Notice of Annual General Meeting




Appendix 1 – Summary of the Group Incentive Schemes continued


(iii) Transitional Performance Conditions                                  The peer group of companies are:
The exercise or award of Performance Shares granted in respect             • Alcan
of the Transition Year will be based on Earnings Per Share (EPS)           • Alcoa
growth and Total Shareholder Return (TSR) during the period                • Anglo American
from 1 July 2002 to 30 June 2005 (the Performance Period).                 • Barrick Gold
Both EPS growth targets and minimum TSR targets will need                  • Companhia Vale do Rio Doce
to be reached in order for the conditions to be satisfied.                 • Conoco Philips
                                                                           • Freeport McMoRan
The EPS growth threshold will be satisfied if the compound EPS             • Inco
growth for the Group during the Performance Period is equal                • Marathon Oil Co
to or greater than the higher of the increase in the Australian            • Newmont Mining
Consumer Price Index or the increase in the United Kingdom                 • Noranda
Retail Price Index, plus 2 per cent per annum, over the                    • Phelps Dodge
Performance Period.                                                        • Placer Dome
The TSR threshold is based on whether the total shareholder                • Rio Tinto
return achieved by the peer group companies listed in the                  • Unocal
following column is greater than the total shareholder return              • WMC
achieved by BHP Billiton Limited and BHP Billiton Plc over the             • Woodside Petroleum
Performance Period. In essence, TSR is measured by the sum of              • Xstrata
any increase in share price of, plus dividends paid by, the various        The vesting schedule is:
companies. The vesting of the Performance Shares will depend on
the TSR achieved by BHP Billiton Limited and BHP Billiton Plc              TSR percentile                     % of Performance Shares exercisable
compared to the peer group companies based on the vesting
schedule listed in the following column. If the TSR calculations           85th – 100th percentile                                         100
for BHP Billiton Limited and BHP Billiton Plc result in one entity         80th < 85th percentile                                           90
receiving a higher TSR percentile than the other, both groups will         75th < 80th percentile                                           80
be deemed to have achieved the lower TSR percentile.                       70th < 75th percentile                                           70
                                                                           65th < 70th percentile                                           65
                                                                           60th < 65th percentile                                           60
                                                                           55th < 60th percentile                                           50
                                                                           50th < 55th percentile                                           40
                                                                           Less than 50th percentile                                      None




                                                                      14
Voting


How to vote                                                                 To be effective, proxy forms must be received at:
Shareholders can vote in either of two ways:                                  Lloyds TSB Registrars
• by attending the meeting and voting in person or by attorney                The Causeway
  or, in the case of corporate shareholders, by corporate                     Worthing, West Sussex BN99 6DA
  representative; or                                                          United Kingdom

• by appointing a proxy to attend and vote on their behalf, using           by 8.30am local time on Saturday 2 November 2002 for
  the proxy form accompanying this notice of annual general                 shareholders registered in the United Kingdom section of the
  meeting.                                                                  register, or
                                                                              Computershare Investor Services Limited
Voting in person (or by attorney)
                                                                              70 Marshall Street
Shareholders or their attorneys who plan to attend the meeting                Johannesburg 2001
are asked to arrive at the venue 30 minutes prior to the time                 South Africa (PO Box 1053 Johannesburg 2000)
designated for the meeting, if possible, so that we may check
their shareholding against the BHP Billiton Share Register and              by 10.30am local time on Saturday 2 November 2002 for
note attendances. Attorneys should bring with them original or              shareholders registered in the South Africa section of the register.
certified copies of the power of attorney under which they have             Proxy forms received after the above times will be invalid.
been authorised to attend and vote at the meeting.
                                                                            • The proxy form must be signed by the shareholder or the
In order to vote in person at the meeting, a corporation, which is            shareholder’s attorney. Proxies given by corporations must be
a shareholder, may appoint an individual to act as its                        executed in accordance with the Companies Act 1985. Where
representative. The representative should bring to the meeting                the appointment of a proxy is signed by the appointor’s
evidence of his or her appointment, including any authority under             attorney, a certified copy of the power of attorney, or the power
which it is signed, unless previously given to the registrars.                itself, must be received by the registrars at either of the above
                                                                              addresses by 8.30am on Saturday 2 November 2002.
Voting by proxy
• A shareholder entitled to attend and vote is entitled to appoint          Shareholders who are entitled to vote
  one or more proxies. Each proxy will have the right to speak              Pursuant to Regulation 34 of the Uncertificated Regulation 1995,
  and vote at the meeting, and to join in a demand for a poll.              only those shareholders registered in the register of members of
• A proxy need not be a shareholder.                                        BHP Billiton Plc as at 6.00pm on Saturday 2 November 2002 shall
                                                                            be entitled to attend or vote at the meeting in respect of the
• If a proxy is not directed how to vote on an item of business,            number of shares registered in their name at that time.
  the proxy may vote, or abstain from voting, as that person
  thinks fit.                                                               Documents available for inspection
• If a proxy is instructed to abstain from voting on an item of             These will be available for inspection at the registered office of
  business, that person is directed not to vote on the                      BHP Billiton Plc during normal business hours on any weekday
  shareholder’s behalf on the poll and the shares the subject of            (public holidays excepted) from the date of this Notice until the
  the proxy appointment will not be counted in computing the                date of the annual general meeting and at the Millennium Hotel
  required majority.                                                        for at least 15 minutes prior to and during the meeting:

• Shareholders who return their proxy forms with a direction how            • the register of Directors’ interests in the ordinary shares of the
  to vote but do not nominate the identity of their proxy will be             Company; and
  taken to have appointed the chairman of the meeting as their              • the Contingent Purchase Contract (Item 14).
  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             By order of the Board.
  in accordance with any instructions. Proxy appointments in
  favour of the chairman of the meeting, the secretary or any               Karen J Wood
  director which do not contain a direction how to vote will be             Company Secretary
  used where possible to support each of the resolutions                    16 September 2002
  proposed in this Notice.




                                                                       15
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