| 1 | Receive the Annual Report for BHP Billiton plc | For |
| 2 | Receive the Annual Report for BHP Billiton Ltd | For |
| 3 | Elect Mr D A Crawford as a director of BHP Billiton plc | For |
| 4 | Elect Mr D A Crawford as a director of BHP Billiton Ltd | For |
| 5 | Elect Mr D R Argus as a director of BHP Billiton plc | For |
| 6 | Elect Mr D R Argus as a director of BHP Billiton Ltd | For |
| 7 | Elect Mr C A S Cordeiro as a director of BHP Billiton plc | For |
| 8 | Elect Mr C A S Cordeiro as a director of BHP Billiton Ltd | For |
| 9 | Elect The Hon E G Planque as a director of BHP Billiton plc | For |
| 10 | Elect The Hon E G Planque as a director of BHP Billiton Ltd | For |
| 11 | Elect Dr D A L Jenkins as a director of BHP Billiton plc | For |
| 12 | Elect Dr D A L Jenkins as a director of BHP Billiton Ltd | For |
| 13 | Appoint the auditors and allow the board to determine their remuneration | For |
| 14 | Issue shares with pre-emption rights | For |
| 15 | Issue shares for cash | For |
| 16 | Authorise Share Repurchase | For |
| 17.1 | Cancel shares in BHP Billiton plc held by BHP Billiton Ltd on 31 December 2007 | For |
| 17.2 | Cancel shares in BHP Billiton plc held by BHP Billiton Ltd on 15 February 2008 | For |
| 17.3 | Cancel shares in BHP Billiton plc held by BHP Billiton Ltd on 30 April 2008 | For |
| 17.4 | Cancel shares in BHP Billiton plc held by BHP Billiton Ltd on 31 May 2008 | For |
| 17.5 | Cancel shares in BHP Billiton plc held by BHP Billiton Ltd on 15 June 2008 | For |
| 17.6 | Cancel shares in BHP Billiton plc held by BHP Billiton Ltd on 31 July 2008 | For |
| 17.7 | Cancel shares in BHP Billiton plc held by BHP Billiton Ltd on 15 September 2008 | For |
| 17.8 | Cancel shares in BHP Billiton plc held by BHP Billiton Ltd on 30 November 2008 | For |
| 18 | Approve the Remuneration Report | Abstain |
| 19 | Approve the grant of awards to Mr M J Kloppers under the GIS and the LTIP | For |
| 20 | Approve the grant of awards to Mr C W Goodyear under the GIS | For |
| 21 | Amend the articles of association of BHP Billiton plc | For |
| 22 | Amend the Constitution of BHP Billiton Ltd | For |
