Letter

__________________________________________________________________________________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

FORM 6-K

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Date of 26 November 2004

BHP Billiton Limited

ABN 49 004 028 077

180 Lonsdale Street

Melbourne Victoria 3000

Australia

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F X   Form 40-F  

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934

 

Yes     No X

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):


26 November 2004

To: Company Announcements Office

The Australian Stock Exchange

4th Floor, 20 Bridge Street

SYDNEY NSW 2000

Australia

 

Company Announcements Office

The London Stock Exchange

Old Broad Street

London EC2N 1HP

United Kingdom

cc: New York Stock Exchange

Swiss Stock Exchange

Johannesburg Stock Exchange

Deutsche Bank


For Announcement to the Market

I advise the following results of the business conducted at the meetings of shareholders of BHP Billiton Limited ("Limited") held on 22 October 2004 and BHP Billiton Plc ("Plc") held on 25 November 2004.

The final proxy position for each company (excluding the proxy votes carried from one meeting to the other meeting by the Special Voting Shares) is detailed in Appendix 1. As required by the Dual Listed Companies Structure, a poll was conducted on each of the proposed resolutions. Because of the nature of that Structure, the poll results for each company on Joint Electorate Actions are identical.

The poll results were:

Business

Votes
For

Votes
Against

Votes Abstained

Result

1. Receipt of Financial Statements and Reports of BHP Billiton Limited (an ordinary resolution
and Joint Electorate Action)

3,483,949,138

3,365,409

140,985,551

Carried

2. Receipt of Financial Statements and Reports of BHP Billiton Plc (an ordinary resolution
and Joint Electorate Action)

3,485,559,214

3,431,640

139,004,448

Carried

3. Re-election of Mr D R Argus as a director of BHP Billiton Limited (an ordinary resolution
and Joint Electorate Action)

3,584,892,413

32,461,655

14,470,776

Carried

4. Re-election of Mr D R Argus as a director of BHP Billiton Plc (an ordinary resolution and Joint Electorate Action)

3,579,584,626

37,507,466

14,318,431

Carried

5. Re-election of Mr D A Crawford as a director of BHP Billiton Limited (an ordinary resolution and Joint Electorate Action)

3,546,579,112

75,247,195

73,052,648

Carried

6. Re-election of Mr D A Crawford as a director of BHP Billiton Plc (an ordinary resolution and Joint Electorate Action)

3,485,627,518

72,527,896

73,235,969

Carried

7. Re-election of Mr C W Goodyear as a director of BHP Billiton Limited (an ordinary resolution and Joint Electorate Action)

3,592,152,472

29,973,159

30,967,030

Carried

8. Re-election of Mr C W Goodyear as a director of BHP Billiton Plc (an ordinary resolution and Joint Electorate Action)

3,592,251,065

29,346,029

31,360,864

Carried

9. Re-election of Dr J M Schubert as a director of BHP Billiton Limited (an ordinary resolution and Joint Electorate Action)

3,561,751,374

37,192,431

46,905,256

Carried

10. Re-election of Dr J M Schubert as a director of BHP Billiton Plc (an ordinary resolution and Joint Electorate Action)

3,547,506,321

36,579,221

47,014,577

Carried

11. To re-appoint the auditors of BHP Billiton Plc (an ordinary resolution and Joint Electorate Action)

3,584,310,295

14,750,610

16,047,056

Carried

12. To renew the Directors' authority to allot shares in BHP Billiton Plc (an ordinary resolution and Joint Electorate Action)

3,197,147,824

412,588,684

22,032,572

Carried

13. To renew the disapplication of pre-emption rights in BHP Billiton Plc (a special resolution and Joint Electorate Action)

3,417,024,810

197,050,333

17,581,352

Carried

14. To approve the repurchase of shares in BHP Billiton Plc
(a special resolution and Joint Electorate Action)

3,602,800,784

9,117,903

19,866,781

Carried

15. To approve the Remuneration Report (an ordinary resolution and Joint Electorate Action)

3,489,660,907

64,860,141

77,177,367

Carried

16. To approve the amended Group Incentive Scheme (GIS) (an ordinary resolution and Joint Electorate Action)

3,505,381,959

70,350,650

55,091,687

Carried

17. To approve the Long Term Incentive Plan (LTIP)
(an ordinary resolution and Joint Electorate Action)

3,454,536,255

109,060,035

67,217,486

Carried

18. To approve grants under the amended GIS and the LTIP to Mr C W Goodyear (an ordinary resolution and Joint Electorate Action)

3,475,755,531

101,500,457

53,541,374

Carried

19. To approve grants under the amended GIS and the LTIP to Mr M Salamon (an ordinary resolution and Joint Electorate Action)

3,474,968,927

101,983,993

53,837,827

Carried

K J Wood
Company Secretary

 

BHP Billiton Limited & BHP Billiton Plc

Final Proxy Position

 

BHP Billiton

Limited

BHP Billiton

Plc

1. Receipt of Financial Statements and Reports of BHP Billiton Limited    

Þ Total number of proxy votes exercisable by all proxies validly appointed

1,809,828,380

1,818,548,076

Þ Total number of proxy votes in respect of which the appointments specified that the proxy -

   

¨ was to vote for the resolution

1,560,675,823

1,772,285,289

¨ was to vote against the resolution

1,606,585

1,715,909

¨ was to abstain on the resolution

102,832,366

38,153,185

¨ may vote at the proxy's descretion

144,713,606

6,393,693

     
2. Receipt of Financial Statements and Reports of BHP Billiton Plc    

Þ Total number of proxy votes exercisable by all proxies validly appointed

1,809,826,856

1,818,553,076

Þ Total number of proxy votes in respect of which the appointments specified that the proxy -

   

¨ was to vote for the resolution

1,561,989,616

1,772,288,234

¨ was to vote against the resolution

1,660,726

1,715,909

¨ was to abstain on the resolution

100,848,495

38,155,953

¨ may vote at the proxy's discretion

145,328,019

6,392,980

     
3. Re-election of Mr D R Argus as a director of BHP Billiton Limited    

Þ Total number of proxy votes exercisable by all proxies validly appointed

1,813,339,227

1,818,553,076

Þ Total number of proxy votes in respect of which the appointments specified that the proxy -

   

¨ was to vote for the resolution

1,654,824,869

1,785,011,703

¨ was to vote against the resolution

10,224,691

15,760,097

¨ was to abstain on the resolution

3,096,157

11,374,619

¨ may vote at the proxy's discretion

145,193,510

6,406,657

 

 

BHP Billiton

Limited

BHP Billiton

Plc

     
4. Re-election of Mr D R Argus as a director of BHP Billiton Plc    

Þ Total number of proxy votes exercisable by all proxies validly appointed

1,813,339,227

1,818,553,076

Þ Total number of proxy votes in respect of which the appointments specified that the proxy -

   

¨ was to vote for the resolution

1,653,665,826

1,780,736,039

¨ was to vote against the resolution

10,679,442

20,323,400

¨ was to abstain on the resolution

3,226,769

11,091,662

¨ may vote at the proxy's discretion

145,767,190

6,401,975

     
5. Re-election of Mr D A Crawford as a director of BHP Billiton Limited    

Þ Total number of proxy votes exercisable by all proxies validly appointed

1,813,325,034

1,818,553,076

Þ Total number of proxy votes in respect of which the appointments specified that the proxy -

   

¨ was to vote for the resolution

1,641,204,335

1,696,688,802

¨ was to vote against the resolution

22,910,517

45,984,867

¨ was to abstain on the resolution

3,577,920

69,474,728

¨ may vote at the proxy's discretion

145,632,262

6,404,679

     
6. Re-election of Mr D A Crawford as a director of BHP Billiton Plc    

Þ Total number of proxy votes exercisable by all proxies validly appointed

1,813,338,227

1,818,553,076

Þ Total number of proxy votes in respect of which the appointments specified that the proxy -

   

¨ was to vote for the resolution

1,640,324,526

1,699,692,287

¨ was to vote against the resolution

22,980,430

42,984,086

¨ was to abstain on the resolution

3,761,241

69,474,728

¨ may vote at the proxy's discretion

146,272,030

6,401,975

 

BHP Billiton

Limited

BHP Billiton

Plc

     
7. Re-election of Mr C W Goodyear as a director of BHP Billiton Limited    

Þ Total number of proxy votes exercisable by all proxies validly appointed

1,813,331,218

1,818,553,076

Þ Total number of proxy votes in respect of which the appointments specified that the proxy -

   

¨ was to vote for the resolution

1,654,013,470

1,764,871,693

¨ was to vote against the resolution

10,269,169

19,592,481

¨ was to abstain on the resolution

3,284,307

27,682,723

¨ may vote at the proxy's discretion

145,764,272

6,406,179

     
8. Re-election of Mr C W Goodyear as a director of BHP Billiton Plc    

Þ Total number of proxy votes exercisable by all proxies validly appointed

1,813,342,345

1,818,553,076

Þ Total number of proxy votes in respect of which the appointments specified that the proxy -

   

¨ was to vote for the resolution

1,653,866,038

1,764,874,833

¨ was to vote against the resolution

9,920,783

19,307,954

¨ was to abstain on the resolution

3,392,550

27,968,314

¨ may vote at the proxy's discretion

146,162,974

6,401,975

     
9. Election of Dr J M Schubert as a director of BHP Billiton Limited    

Þ Total number of proxy votes exercisable by all proxies validly appointed

1,813,344,411

1,818,553,076

Þ Total number of proxy votes in respect of which the appointments specified that the proxy -

   

¨ was to vote for the resolution

1,621,653,583

1,773,813,748

¨ was to vote against the resolution

19,206,318

17,880,249

¨ was to abstain on the resolution

26,450,447

20,454,809

¨ may vote at the proxy's discretion

146,034,063

6,404,270

 

 

BHP Billiton

Limited

BHP Billiton

Plc

     
10. Election of Dr J M Schubert as a director of BHP Billiton Plc    

Þ Total number of proxy votes exercisable by all proxies validly appointed

1,813,075,819

1,818,553,076

Þ Total number of proxy votes in respect of which the appointments specified that the proxy -

   

¨ was to vote for the resolution

1,620,722,303

1,773,816,218

¨ was to vote against the resolution

18,585,229

17,881,122

¨ was to abstain on the resolution

26,560,816

20,453,761

¨ may vote at the proxy's discretion

147,207,471

6,401,975

     
11. To re-appoint the auditors of BHP Billiton Plc    

Þ Total number of proxy votes exercisable by all proxies validly appointed

1,813,342,985

1,818,553,076

Þ Total number of proxy votes in respect of which the appointments specified that the proxy -

   

¨ was to vote for the resolution

1,662,596,611

1,768,721,352

¨ was to vote against the resolution

1,339,106

30,073,811

¨ was to abstain on the resolution

2,687,055

13,360,001

¨ may vote at the proxy's discretion

146,720,213

6,397,912

     
12. To renew the Directors' authority to allot shares in BHP Billiton Plc    

Þ Total number of proxy votes exercisable by all proxies validly appointed

1,813,336,676

1,818,553,076

Þ Total number of proxy votes in respect of which the appointments specified that the proxy -

   

¨ was to vote for the resolution

1,621,953,026

1,421,905,020

¨ was to vote against the resolution

32,326,888

380,009,175

¨ was to abstain on the resolution

11,792,880

10,239,692

¨ may vote at the proxy's discretion

147,263,882

6,399,189

     

 

 

BHP Billiton

Limited

BHP Billiton

Plc

     
13. To renew the disapplication of pre-emption rights in BHP Billiton Plc    

Þ Total number of proxy votes exercisable by all proxies validly appointed

1,813,301,301

1,818,553,076

Þ Total number of proxy votes in respect of which the appointments specified that the proxy -

   

¨ was to vote for the resolution

1,634,783,511

1,628,425,434

¨ was to vote against the resolution

17,349,549

179,406,472

¨ was to abstain on the resolution

13,265,697

4,315,655

¨ may vote at the proxy's discretion

147,902,544

6,405,515

     
14. To approve the re-purchase of shares in BHP Billiton Plc    

Þ Total number of proxy votes exercisable by all proxies validly appointed

1,813,333,081

1,818,553,076

Þ Total number of proxy votes in respect of which the appointments specified that the proxy -

   

¨ was to vote for the resolution

1,651,220,235

1,798,116,625

¨ was to vote against the resolution

5,074,388

3,809,261

¨ was to abstain on the resolution

9,636,493

10,230,288

¨ may vote at the proxy's discretion

147,401,965

6,396,902

     
15. To approve the Remuneration Report    

Þ Total number of proxy votes exercisable by all proxies validly appointed

1,813,337,884

1,818,553,076

Þ Total number of proxy votes in respect of which the appointments specified that the proxy -

   

¨ was to vote for the resolution

1,640,274,406

1,696,354,253

¨ was to vote against the resolution

18,106,858

46,440,888

¨ was to abstain on the resolution

7,821,256

69,356,111

¨ may vote at the proxy's discretion

147,135,364

6,401,824

     

 

 

BHP Billiton

Limited

BHP Billiton

Plc

     
16. To approve the amended Group Incentive Scheme (GIS)    

Þ Total number of proxy votes exercisable by all proxies validly appointed

1,812,787,691

1,818,553,076

Þ Total number of proxy votes in respect of which the appointments specified that the proxy -

   

¨ was to vote for the resolution

1,598,780,844

1,754,001,829

¨ was to vote against the resolution

59,387,121

10,622,113

¨ was to abstain on the resolution

7,565,637

47,526,050

¨ may vote at the proxy's discretion

147,054,089

6,403,084

     
17. To approve the Long Term Incentive Plan (LTIP)    

Þ Total number of proxy votes exercisable by all proxies validly appointed

1,812,785,055

1,818,553,076

Þ Total number of proxy votes in respect of which the appointments specified that the proxy -

   

¨ was to vote for the resolution

1,606,675,585

1,695,199,295

¨ was to vote against the resolution

51,518,065

57,268,608

¨ was to abstain on the resolution

7,535,929

59,681,557

¨ may vote at the proxy's discretion

147,055,476

6,403,616

     
18. To approve the grants under the amended GIS and the LTIP to Mr C W Goodyear    

Þ Total number of proxy votes exercisable by all proxies validly appointed

1,812,784,810

1,818,553,076

Þ Total number of proxy votes in respect of which the appointments specified that the proxy -

   

¨ was to vote for the resolution

1,608,874,867

1,715,474,464

¨ was to vote against the resolution

50,810,954

50,098,472

¨ was to abstain on the resolution

6,980,232

46,561,142

¨ may vote at the proxy's discretion

146,118,757

6,418,998

     

 

 

BHP Billiton

Limited

BHP Billiton

Plc

     
19. To approve the grants under the amended GIS and the LTIP to Mr M Salamon    

Þ Total number of proxy votes exercisable by all proxies validly appointed

1,811,270,780

1,818,553,076

Þ Total number of proxy votes in respect of which the appointments specified that the proxy -

   

¨ was to vote for the resolution

1,606,485,711

1,715,482,692

¨ was to vote against the resolution

51,275,001

50,090,065

¨ was to abstain on the resolution

7,273,546

46,564,281

¨ may vote at the proxy's discretion

146,236,522

6,416,038

     

 

BHP Billiton Limited ABN 49 004 028 077
Registered in Australia
Registered Office: Level 27, 180 Lonsdale Street Melbourne Victoria 3000
Telephone +61 1300 554 757 Facsimile +61 3 9609 3015

BHP Billiton Plc Registration number 3196209
Registered in England and Wales
Registered Office: Neathouse Place London SW1V 1BH United Kingdom
Telephone +44 20 7802 4000 Facsimile +44 20 7802 4111

                                                                    The BHP Billiton Group is headquartered in Australia

______________________________________________________________________________________________

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BHP BILLITON LIMITED
/s/ KAREN WOOD
_____________________

Karen Wood
Title: Company Secretary
Date:
26 November 2004