| 1 | Receive the Annual Report for BHP Billiton Plc | For |
| 2 | Receive the Annual Report for BHP Billiton Limited | For |
| 3 | Re-elect Mr. Paul M. Anderson as a Director of BHP Billiton Plc | For |
| 4 | Re-elect Mr. Paul M. Anderson as a Director of BHP Billiton Limited | For |
| 5 | Re-elect Mr. Don R. Argus as a Director of BHP Billiton Plc | For |
| 6 | Re-elect Mr. Don R. Argus as a Director of BHP Billiton Limited | For |
| 7 | Re-elect Dr. John G. S. Buchanan as a Director of BHP Billiton Plc | For |
| 8 | Re-elect Dr. John G. S. Buchanan as a Director of BHP Billiton Limited | For |
| 9 | Re-elect Mr. David A. Crawford as a Director of BHP Billiton Plc | For |
| 10 | Re-elect Mr. David A. Crawford as a Director of BHP Billiton Limited | For |
| 11 | Re-elect Mr. Jacques Nasser as a Director of BHP Billiton Plc | For |
| 12 | Re-elect Mr. Jacques Nasser as a Director of BHP Billiton Limited | For |
| 13 | Re-elect Dr. John M. Schubert as a Director of BHP Billiton Plc | For |
| 14 | Re-elect Dr. John M. Schubert as a Director of BHP Billiton Limited | For |
| 15 | Elect Mr. Alan L. Boeckmann as a Director of BHP Billiton Plc | For |
| 16 | Elect Mr. Alan L. Boeckmann as a Director of BHP Billiton Limited | For |
| 17 | Shareholder Proposal: Elect Mr. Stephen Mayne as a Director of BHP Billiton Plc | Oppose |
| 18 | Shareholder Proposal: Elect Mr. Stephen Mayne as a Director of BHP Billiton Limited | Oppose |
| 19 | Elect Dr. David R. Morgan as a Director of BHP Billiton Plc | For |
| 20 | Elect Dr. David R. Morgan as a Director of BHP Billiton Limited | For |
| 21 | Elect Mr. Keith C. Rumble as a Director of BHP Billiton Plc | For |
| 22 | Elect Mr. Keith C. Rumble as a Director of BHP Billiton Limited | For |
| 23 | Re-appoint KPMG Audit Plc as the Auditor of BHP Billiton Plc and authorize the Directors to agree their remuneration | For |
| 24 | Issue shares for cash in BHP Billiton Plc | For |
| 25 | Disapplication of pre-emption rights in BHP Billiton Plc | For |
| 26 | Authorise Share Repurchase in BHP Billiton Plc | For |
| 27(1) | Approve cancellation of shares in BHP Billiton plc held by BHP Billiton Ltd on 30 April 2009 | For |
| 27(2) | Approve cancellation of shares in BHP Billiton plc held by BHP Billiton Ltd on 29 May 2009 | For |
| 27(3) | Approve cancellation of shares in BHP Billiton plc held by BHP Billiton Ltd on 15 June 2009 | For |
| 27(4) | Approve cancellation of shares in BHP Billiton plc held by BHP Billiton Ltd on 31 July 2009 | For |
| 27(5) | Approve cancellation of shares in BHP Billiton plc held by BHP Billiton Ltd on 15 September 2009 | For |
| 27(6) | Approve cancellation of shares in BHP Billiton plc held by BHP Billiton Ltd on 30 November 2009 | For |
| 28 | Approve the Remuneration Report | Abstain |
| 29 | Approve, as amended, the BHP Billiton Plc Group Incentive Scheme and the BHP Billiton Limited Group Incentive Scheme | Oppose |
| 30 | Approve to grant Deferred Shares and Options to Mr. M. J. Kloppers | For |
| 31 | Approve increase in non-executives fees in BHP Billiton Plc | For |
| 32 | Approve increase in non-executives fees in BHP Billiton Limited | For |
| 33 | Amend the Articles of Association of BHP Billiton Plc | For |
| 34 | Amend the Articles of Association of BHP Billiton Limited | For |
