TIDMBHP

RNS Number : 2608C

BHP Group PLC

15 October 2020

Group Governance

15 October 2020

 
 To: Australian Securities Exchange   cc: New York Stock Exchange 
  London Stock Exchange                JSE Limited 
 

FOR ANNOUNCEMENT TO THE MARKET

Please find attached the results of the business conducted at the meeting of shareholders of BHP Group Limited held virtually in Australia on 14 October 2020 and at the meeting of shareholders of BHP Group Plc held in London, United Kingdom on 15 October 2020.

As required by the Dual Listed Company Structure, a poll was conducted on each of the proposed resolutions. Each resolution is a Joint Electorate Action. The poll results for BHP Group Limited and BHP Group Plc are attached.

The final proxy position for each company is detailed in Appendix 1. The additional information required in respect of BHP Group Plc by the United Kingdom Companies Act 2006 is provided in Appendix 2.

A copy of the resolutions passed at the closure of the poll today has been submitted the FCA National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Authorised for lodgement by:

Geof Stapledon

Company Secretary

 
 BHP Group Limited ABN 49 004           BHP Group plc Registration 
  028 077                                number 3196209 
  LEI WZE1WSENV6JSZFK0JC28               LEI 549300C116EOWV835768 
  Registered in Australia                Registered in England and 
  Registered Office: Level 18,           Wales 
  171 Collins Street                     Registered Office: Nova South, 
  Melbourne Victoria 3000 Australia      160 Victoria Street 
  Tel +61 1300 55 4757 Fax +61           London SW1E 5LB United Kingdom 
  3 9609 3015                            Tel +44 20 7802 4000 Fax +44 
                                         20 7802 4111 
 

Members of the BHP Group which is headquartered in Australia

 
        Business               Votes          %             Votes            %       Total Votes     Abstentions      Result 
                                 For                      Against                           Cast             (1) 
      To receive 
       the 2020 
       Financial 
       Statements 
       and Reports 
 1     for BHP         2,909,809,359     99.95%         1,421,934        0.05%     2,911,231,293      41,872,041     CARRIED 
      To reappoint 
       Ernst & 
       Young LLP 
       as the 
       auditor 
       of BHP 
 2     Group Plc       2,948,062,574     99.96%         1,312,123        0.04%     2,949,374,697       3,721,284     CARRIED 
      To authorise 
      the Risk 
      and Audit 
      Committee 
      to agree 
      the 
      remuneration 
      of the 
      auditor 
      of BHP 
 3    Group Plc        2,946,061,822     99.89%         3,224,567        0.11%     2,949,286,389       3,808,582     CARRIED 
      To approve 
       the general 
       authority 
       to issue 
       shares 
       in BHP 
 4     Group Plc       2,914,047,872     98.80%        35,257,951        1.20%     2,949,305,823       3,797,477     CARRIED 
      To approve 
      the 
      authority 
      to allot 
      equity 
      securities 
      in BHP 
      Group Plc 
 5    for cash         2,900,299,189     98.35%        48,755,406        1.65%     2,949,054,595       4,048,497     CARRIED 
      To authorise 
      the 
      repurchase 
      of shares 
      in BHP 
 6    Group Plc        2,921,858,555     99.09%        26,930,764        0.91%     2,948,789,319       4,305,752     CARRIED 
      To approve 
      the 2020 
      Remuneration 
      Report 
      other than 
      the part 
      containing 
      the 
      Directors' 
      remuneration 
 7    policy           2,823,362,081     95.76%       125,102,055        4.24%     2,948,464,136       4,630,094     CARRIED 
      To approve 
      the 2020 
      Remuneration 
 8    Report           2,820,426,484     95.67%       127,706,024        4.33%     2,948,132,508       4,961,722     CARRIED 
      To approve 
       the grant 
       to the 
       Executive 
 9     Director        2,902,867,398     98.45%        45,600,204        1.55%     2,948,467,602       4,624,916     CARRIED 
      To approve 
      leaving 
 10   entitlements     2,925,992,274     99.25%        22,070,407        0.75%     2,948,062,681       5,029,752     CARRIED 
      To elect 
      Xiaoqun 
      Clever 
      as a 
      Director 
 11   of BHP           2,900,015,830     98.36%        48,326,090        1.64%     2,948,341,920       4,764,141     CARRIED 
      To elect 
      Gary 
      Goldberg 
      as a 
      Director 
 12   of BHP           2,945,580,970     99.91%         2,677,171        0.09%     2,948,258,141       4,848,095     CARRIED 
      To elect 
      Mike Henry 
      as a 
      Director 
 13   of BHP           2,946,383,840     99.93%         2,139,704        0.07%     2,948,523,544       4,582,917     CARRIED 
      To elect 
      Christine 
      O'Reilly 
      as a 
      Director 
 14   of BHP           2,940,990,647     99.75%         7,488,042        0.25%     2,948,478,689       4,626,554     CARRIED 
      To elect 
      Dion Weisler 
      as a 
      Director 
 15   of BHP           2,945,270,161     99.90%         2,929,582        0.10%     2,948,199,743       4,905,100     CARRIED 
      To re-elect 
      Terry Bowen 
      as a 
      Director 
 16   of BHP           2,906,341,026     98.57%        42,015,847        1.43%     2,948,356,873       4,740,109     CARRIED 
      To re-elect 
      Malcolm 
      Broomhead 
      as a 
      Director 
 17   of BHP           2,874,872,876     98.07%        56,581,606        1.93%     2,931,454,482      21,647,691     CARRIED 
      To re-elect 
      Ian 
      Cockerill 
      as a 
      Director 
 18   of BHP           2,943,832,937     99.93%         2,006,980        0.07%     2,945,839,917       7,262,938     CARRIED 
      To re-elect 
      Anita Frew 
      as a 
      Director 
 19   of BHP           2,905,767,623     98.55%        42,839,311        1.45%     2,948,606,934       4,498,309     CARRIED 
      To re-elect 
      Susan Kilsby 
      as a 
      Director 
 20   of BHP           2,816,758,682     95.53%       131,858,130        4.47%     2,948,616,812       4,488,431     CARRIED 
      To re-elect 
      John Mogford 
      as a 
      Director 
 21   of BHP           2,898,399,614     98.56%        42,197,600        1.44%     2,940,597,214      12,499,768     CARRIED 
      To re-elect 
      Ken 
      MacKenzie 
      as a 
      Director 
 22   of BHP           2,865,886,555     97.22%        81,832,064        2.78%     2,947,718,619       5,386,661     CARRIED 
      To amend 
      the 
      Constitution 
      of BHP 
      Group 
 23   Limited            267,228,519      9.60%     2,515,261,317       90.40%     2,782,489,836     170,606,496   NOT CARRIED 
 
      Resolution 24 was withdrawn by the requisitioning shareholders prior 
       to the meeting. 
 24   To adopt                                                                                                      WITHDRAWN 
       interim 
       cultural 
       heritage 
       protection 
       measures(2) 
      Resolution 25 was NOT valid as it was conditional on Resolution 23 being 
       approved by the required majority. Poll figures are provided below for 
       information purposes only and do not constitute a voting result. 
      To suspend 
      memberships 
      of Industry 
      Associations 
      where 
      COVID-19 
      related 
      advocacy 
      is 
      inconsistent 
      with Paris 
      Agreement 
 25   goals(3)           632,527,371     22.40%       2,191,058,715     77.60%   2,823,586,086       129,516,625    NOT VALID 
 
              (1.) In calculating the results of the respective polls under the joint 
              electoral procedure, "withheld" votes at BHP Group Plc's meeting are aggregated 
              with "abstained" votes at BHP Group Limited's meeting. For all relevant 
              purposes "withheld" votes and "abstained" votes have the same meaning. They 
              are not included in the calculation of the proportion of votes for and against 
              each resolution. 
 
              (2.) Proxy figures for Resolution 24 are included below in Appendix 1 for 
              information. 
 
              (3.) BHP engaged extensively with investors throughout 2020 on the Company's 
              approach to industry associations. This engagement directly shaped the package 
              of industry association reforms that BHP announced in August 2020, which 
              was welcomed by Climate Action 100+ and the Australian Council of Superannuation 
              Investors. BHP also consulted broadly with investors on Resolution 25, and 
              will undertake further consultations over the next few months with shareholders 
              that voted for and against Resolution 25 to better understand the reasons 
              for their position. 
 
 

APPIX 1

BHP Group Limited & BHP Group Plc - Final Proxy Position

 
                                                                                       Limited             Plc 
 1     To receive the 2020 Financial Statements and Reports for BHP 
 *     Total number of votes exercisable by all proxies validly appointed        1,417,846,295   1,492,732,604 
 *     Total number of votes in respect of which the appointments specified that the proxy - 
 -     was to vote for the resolution                                            1,406,155,154   1,492,584,941 
 -     was to vote against the resolution                                            1,344,439          70,863 
 -     was to abstain on the resolution                                             26,531,171      15,331,597 
 -     may vote at the proxy's discretion                                           10,346,702          76,800 
 2     To reappoint Ernst & Young LLP as the auditor of BHP Group Plc 
 *     Total number of votes exercisable by all proxies validly appointed        1,442,772,343   1,505,960,101 
 *     Total number of votes in respect of which the appointments specified that the proxy - 
 -     was to vote for the resolution                                            1,431,536,908   1,505,342,693 
 -     was to vote against the resolution                                              764,314         539,882 
 -     was to abstain on the resolution                                              1,605,123       2,104,100 
 -     may vote at the proxy's discretion                                           10,471,121          77,526 
 3     To authorise the Risk and Audit Committee to agree the remuneration of the auditor of BHP 
        Group Plc 
 *     Total number of votes exercisable by all proxies validly appointed        1,442,768,783   1,505,881,369 
 *     Total number of votes in respect of which the appointments specified that the proxy - 
 -     was to vote for the resolution                                            1,430,294,647   1,504,581,524 
 -     was to vote against the resolution                                            1,987,478       1,221,061 
 -     was to abstain on the resolution                                              1,608,683       2,181,822 
 -     may vote at the proxy's discretion                                           10,486,658          78,784 
 4     To approve the general authority to issue shares in BHP Group Plc 
 *     Total number of votes exercisable by all proxies validly appointed        1,442,814,638   1,505,874,179 
 *     Total number of votes in respect of which the appointments specified that the proxy - 
 -     was to vote for the resolution                                            1,430,127,522   1,472,743,276 
 -     was to vote against the resolution                                            2,176,551      33,052,263 
 -     was to abstain on the resolution                                              1,562,828       2,189,222 
 -     may vote at the proxy's discretion                                           10,510,565          78,640 
 5     To approve the authority to allot equity securities in BHP Group Plc for cash 
 *     Total number of votes exercisable by all proxies validly appointed        1,442,592,737   1,505,844,329 
 *     Total number of votes in respect of which the appointments specified that the proxy - 
 -     was to vote for the resolution                                            1,424,859,649   1,464,232,282 
 -     was to vote against the resolution                                            7,193,747      41,532,682 
 -     was to abstain on the resolution                                              1,784,729       2,219,872 
 -     may vote at the proxy's discretion                                           10,539,341          79,365 
 6     To authorise the repurchase of shares in BHP Group Plc 
 *     Total number of votes exercisable by all proxies validly appointed        1,442,605,893   1,505,544,242 
 *     Total number of votes in respect of which the appointments specified that the proxy - 
 -     was to vote for the resolution                                            1,428,791,544   1,481,840,347 
 -     was to vote against the resolution                                            3,294,171      23,625,180 
 -     was to abstain on the resolution                                              1,771,572       2,519,958 
 -     may vote at the proxy's discretion                                           10,520,178          78,715 
 7     To approve the 2020 Remuneration Report other than the part containing the Directors' remuneration 
        policy 
 *     Total number of votes exercisable by all proxies validly appointed        1,442,066,912   1,505,757,155 
 *     Total number of votes in respect of which the appointments specified that the proxy - 
 -     was to vote for the resolution                                            1,409,403,130   1,402,918,814 
 -     was to vote against the resolution                                           22,216,794     102,758,345 
 -     was to abstain on the resolution                                              2,310,554       2,306,445 
 -     may vote at the proxy's discretion                                           10,446,988          79,996 
 8     To approve the 2020 Remuneration Report 
 *     Total number of votes exercisable by all proxies validly appointed        1,441,784,438   1,505,711,908 
 *     Total number of votes in respect of which the appointments specified that the proxy - 
 -     was to vote for the resolution                                            1,408,717,567   1,400,783,807 
 -     was to vote against the resolution                                           22,729,314     104,850,725 
 -     was to abstain on the resolution                                              2,593,028       2,351,692 
 -     may vote at the proxy's discretion                                           10,337,557          77,376 
 9     To approve the grant to the Executive Director 
 *     Total number of votes exercisable by all proxies validly appointed        1,442,124,487   1,505,730,939 
 *     Total number of votes in respect of which the appointments specified that the proxy - 
 -     was to vote for the resolution                                            1,422,027,372   1,469,919,749 
 -     was to vote against the resolution                                            9,740,221      35,730,384 
 -     was to abstain on the resolution                                              2,252,979       2,330,949 
 -     may vote at the proxy's discretion                                           10,356,894          80,806 
 10    To approve leaving entitlements 
 *     Total number of votes exercisable by all proxies validly appointed        1,441,771,906   1,505,689,738 
 *     Total number of votes in respect of which the appointments specified that the proxy - 
 -     was to vote for the resolution                                            1,424,104,052   1,490,884,529 
 -     was to vote against the resolution                                            7,314,625      14,725,631 
 -     was to abstain on the resolution                                              2,605,560       2,373,283 
 -     may vote at the proxy's discretion                                           10,353,229          79,578 
 11    To elect Xiaoqun Clever as a Director of BHP 
 *     Total number of votes exercisable by all proxies validly appointed        1,442,337,538   1,505,352,389 
 *     Total number of votes in respect of which the appointments specified that the proxy - 
 -     was to vote for the resolution                                            1,405,030,221   1,483,774,656 
 -     was to vote against the resolution                                           26,796,849      21,498,245 
 -     was to abstain on the resolution                                              2,039,928       2,711,785 
 -     may vote at the proxy's discretion                                           10,510,468          79,488 
 12    To elect Gary Goldberg as a Director of BHP 
 *     Total number of votes exercisable by all proxies validly appointed        1,442,248,710   1,505,356,480 
 *     Total number of votes in respect of which the appointments specified that the proxy - 
 -     was to vote for the resolution                                            1,429,651,528   1,504,694,718 
 -     was to vote against the resolution                                            2,079,451         582,939 
 -     was to abstain on the resolution                                              2,128,756       2,707,469 
 -     may vote at the proxy's discretion                                           10,517,731          78,823 
 13    To elect Mike Henry as a Director of BHP 
 *     Total number of votes exercisable by all proxies validly appointed        1,442,515,107   1,505,357,780 
 *     Total number of votes in respect of which the appointments specified that the proxy - 
 -     was to vote for the resolution                                            1,430,027,158   1,505,136,163 
 -     was to vote against the resolution                                            1,989,836         141,904 
 -     was to abstain on the resolution                                              1,862,359       2,706,394 
 -     may vote at the proxy's discretion                                           10,498,113          79,713 
 14    To elect Christine O'Reilly as a Director of BHP 
 *     Total number of votes exercisable by all proxies validly appointed        1,442,467,131   1,505,365,742 
 *     Total number of votes in respect of which the appointments specified that the proxy - 
 -     was to vote for the resolution                                            1,425,295,662   1,504,477,582 
 -     was to vote against the resolution                                            6,662,661         808,572 
 -     was to abstain on the resolution                                              1,910,335       2,698,432 
 -     may vote at the proxy's discretion                                           10,508,808          79,588 
 15    To elect Dion Weisler as a Director of BHP 
 *     Total number of votes exercisable by all proxies validly appointed        1,442,210,668   1,505,361,215 
 *     Total number of votes in respect of which the appointments specified that the proxy - 
 -     was to vote for the resolution                                            1,429,280,874   1,504,702,971 
 -     was to vote against the resolution                                            2,328,551         579,421 
 -     was to abstain on the resolution                                              2,166,798       2,702,959 
 -     may vote at the proxy's discretion                                           10,601,243          78,823 
 16    To re-elect Terry Bowen as a Director of BHP 
 *     Total number of votes exercisable by all proxies validly appointed        1,442,358,347   1,505,362,363 
 *     Total number of votes in respect of which the appointments specified that the proxy - 
 -     was to vote for the resolution                                            1,427,186,131   1,467,883,084 
 -     was to vote against the resolution                                            4,608,047      37,399,791 
 -     was to abstain on the resolution                                              2,019,119       2,701,811 
 -     may vote at the proxy's discretion                                           10,564,169          79,488 
 17    To re-elect Malcolm Broomhead as a Director of BHP 
 *     Total number of votes exercisable by all proxies validly appointed        1,442,452,835   1,488,359,114 
 *     Total number of votes in respect of which the appointments specified that the proxy - 
 -     was to vote for the resolution                                            1,421,420,013   1,442,231,719 
 -     was to vote against the resolution                                           10,518,428      46,047,907 
 -     was to abstain on the resolution                                              1,924,631      19,705,060 
 -     may vote at the proxy's discretion                                           10,514,394          79,488 
 18    To re-elect Ian Cockerill as a Director of BHP 
 *     Total number of votes exercisable by all proxies validly appointed        1,442,403,063   1,502,794,818 
 *     Total number of votes in respect of which the appointments specified that the proxy - 
 -     was to vote for the resolution                                            1,430,100,569   1,502,441,023 
 -     was to vote against the resolution                                            1,723,168         273,112 
 -     was to abstain on the resolution                                              1,974,403       5,269,356 
 -     may vote at the proxy's discretion                                           10,579,326          80,683 
 19    To re-elect Anita Frew as a Director of BHP 
 *     Total number of votes exercisable by all proxies validly appointed        1,442,590,662   1,505,370,190 
 *     Total number of votes in respect of which the appointments specified that the proxy - 
 -     was to vote for the resolution                                            1,427,139,655   1,467,339,801 
 -     was to vote against the resolution                                            4,880,233      37,951,257 
 -     was to abstain on the resolution                                              1,786,804       2,693,984 
 -     may vote at the proxy's discretion                                           10,570,774          79,132 
 20    To re-elect Susan Kilsby as a Director of BHP 
 *     Total number of votes exercisable by all proxies validly appointed        1,442,599,739   1,505,371,501 
 *     Total number of votes in respect of which the appointments specified that the proxy - 
 -     was to vote for the resolution                                            1,387,375,105   1,418,077,265 
 -     was to vote against the resolution                                           44,633,376      87,215,231 
 -     was to abstain on the resolution                                              1,777,727       2,692,673 
 -     may vote at the proxy's discretion                                           10,591,258          79,005 
 21    To re-elect John Mogford as a Director of BHP 
 *     Total number of votes exercisable by all proxies validly appointed        1,442,340,753   1,497,619,133 
 *     Total number of votes in respect of which the appointments specified that the proxy - 
 -     was to vote for the resolution                                            1,426,832,123   1,460,254,703 
 -     was to vote against the resolution                                            4,904,495      37,284,342 
 -     was to abstain on the resolution                                              2,036,713      10,445,041 
 -     may vote at the proxy's discretion                                           10,604,135          80,088 
 22    To re-elect Ken MacKenzie as a Director of BHP 
 *     Total number of votes exercisable by all proxies validly appointed        1,442,439,390   1,504,628,788 
 *     Total number of votes in respect of which the appointments specified that the proxy - 
 -     was to vote for the resolution                                            1,414,617,682   1,439,829,115 
 -     was to vote against the resolution                                           17,104,080      64,718,547 
 -     was to abstain on the resolution                                              1,938,076       3,435,385 
 -     may vote at the proxy's discretion                                           10,717,628          81,126 
 23    To amend the Constitution of BHP Group Limited 
 *     Total number of votes exercisable by all proxies validly appointed        1,358,904,710   1,422,938,592 
 *     Total number of votes in respect of which the appointments specified that the proxy - 
 -     was to vote for the resolution                                               73,900,810     193,281,070 
 -     was to vote against the resolution                                        1,274,632,259   1,229,578,216 
 -     was to abstain on the resolution                                             85,472,755      85,119,189 
 -     may vote at the proxy's discretion                                           10,371,641          79,306 
       Resolution 24 was withdrawn by the requisitioning shareholders prior 
        to the meeting. Resolution 25 was NOT valid as it was conditional 
        on Resolution 23 being approved by the required majority. Proxy figures 
        for both Resolutions 24 and 25 are provided below for information 
        purposes only. 
 24    To adopt interim cultural heritage protection measures 
 *     Total number of votes exercisable by all proxies validly appointed        1,428,318,772   1,389,799,856 
 *     Total number of votes in respect of which the appointments specified that the proxy - 
 -     was to vote for the resolution                                              101,930,450     146,143,690 
 -     was to vote against the resolution                                        1,316,233,394   1,243,577,138 
 -     was to abstain on the resolution                                             16,058,693     118,264,155 
 -     may vote at the proxy's discretion                                           10,154,928          79,028 
 25    To suspend memberships of Industry Associations where COVID-19 related advocacy is inconsistent 
        with Paris Agreement goals 
 *     Total number of votes exercisable by all proxies validly appointed        1,392,051,529   1,430,890,306 
 *     Total number of votes in respect of which the appointments specified that the proxy - 
 -     was to vote for the resolution                                              289,334,988     343,148,134 
 -     was to vote against the resolution                                        1,092,540,921   1,087,663,144 
 -     was to abstain on the resolution                                             52,325,936      77,173,854 
 -     may vote at the proxy's discretion                                           10,175,620          79,028 
 

APPIX 2

Additional Information

For the purposes of section 341 of the United Kingdom's Companies Act 2006 and in respect of BHP Group Plc, the votes validly cast (1) as a percentage of the company's total issued share capital (as at 6pm on 14 October 2020) are:

 
      Item of Business                                        Votes cast 
                                                                 %(1) 
 
      To receive the 2020 Financial Statements and Reports 
 1     for BHP                                                70.68% 
 2    To reappoint Ernst & Young LLP as the auditor 
       of BHP Group Plc.                                      71.30% 
 3    To authorise the Risk and Audit Committee to agree 
       the remuneration of the auditor of BHP Group Plc       71.30% 
 4    To approve the general authority to issue shares 
       in BHP Group Plc                                       71.30% 
 5    To approve the authority to allot equity securities 
       in BHP Group Plc for cash                              71.30% 
 6    To authorise the repurchase of shares in BHP Group 
       Plc                                                    71.28% 
 7    To approve the 2020 Remuneration Report other 
       than the part containing the Directors' remuneration 
       policy                                                 71.29% 
 8    To approve the 2020 Remuneration Report                 71.29% 
 9    To approve the grant to the Executive Director          71.29% 
 10   To approve leaving entitlements                         71.29% 
 11   To elect Xiaoqun Clever as a Director of BHP            71.27% 
 12   To elect Gary Goldberg as a Director of BHP             71.27% 
 13   To elect Mike Henry as a Director of BHP                71.27% 
 14   To elect Christine O'Reilly as a Director of BHP        71.27% 
 15   To elect Dion Weisler as a Director of BHP              71.27% 
 16   To re-elect Terry Bowen as a Director of BHP            71.27% 
 17   To re-elect Malcolm Broomhead as a Director of 
       BHP                                                    70.47% 
 18   To re-elect Ian Cockerill as a Director of BHP          71.15% 
 19   To re-elect Anita Frew as a Director of BHP             71.27% 
 20   To re-elect Susan Kilsby as a Director of BHP           71.27% 
 21   To re-elect John Mogford                                70.91% 
 22   To re-elect Ken MacKenzie as a Director of BHP          71.24% 
 23   To amend the Constitution of BHP Group Limited          67.37% 
 24   Resolution withdrawn 
 25   To suspend memberships of Industry Associations 
       where COVID-19 related advocacy is inconsistent 
       with Paris Agreement goals (2)                         67.75% 
 

(1.) This calculation does not include the votes cast at the BHP Group Limited Annual General Meeting which are added to the votes cast at the BHP Group Plc Annual General Meeting to give the final result in relation to each resolution. Final poll results for BHP Group Plc and BHP Group Limited can be found on pages 2 to 4 of this announcement.

(2.) Resolution 25 was not valid as it was conditional on Resolution 23 being approved by the required majority. The information contained above is for information purposes only.

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