| BHP BILLITON LIMITED | | |
| Security | | 088606108 | | | | Meeting Type | | Annual |
| Ticker Symbol | | BHP | | | | Meeting Date | | 28-Nov-2007 | | | |
| ISIN | | US0886061086 | | | | Agenda | | 932778270 - Management |
| Item | Proposal | Type | | Vote | | For/Against Management |
| 01 | TO RECEIVE THE 2007 FINANCIAL STATEMENTS AND REPORTS FOR BHP BILLITON PLC. | Management | | For | | For |
| 02 | TO RECEIVE THE 2007 FINANCIAL STATEMENTS AND REPORTS FOR BHP BILLITON LTD. | Management | | For | | For |
| 03 | TO RE-ELECT MR D A CRAWFORD AS A DIRECTOR OF BHP BILLITON PLC. | Management | | Against | | Against |
| | Vote Is Contrary To Policy | | |
| | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. | | |
| 04 | TO RE-ELECT MR D A CRAWFORD AS A DIRECTOR OF BHP BILLITON LTD. | Management | | Against | | Against |
| | Vote Is Contrary To Policy | | |
| | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. | | |
| 05 | TO RE-ELECT MR D R ARGUS AS A DIRECTOR OF BHP BILLITON PLC. | Management | | Against | | Against |
| | Vote Is Contrary To Policy | | |
| | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. | | |
| 06 | TO RE-ELECT MR D R ARGUS AS A DIRECTOR OF BHP BILLITON LTD. | Management | | Against | | Against |
| | Vote Is Contrary To Policy | | |
| | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. | | |
| 07 | TO RE-ELECT MR C A S CORDEIRO AS A DIRECTOR OF BHP BILLITON PLC. | Management | | Against | | Against |
| | Vote Is Contrary To Policy | | |
| | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. | | |
| 08 | TO RE-ELECT MR C A S CORDEIRO AS A DIRECTOR OF BHP BILLITON LTD. | Management | | Against | | Against |
| | Vote Is Contrary To Policy | | |
| | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. | | |
| 09 | TO RE-ELECT THE HON E G DE PLANQUE AS A DIRECTOR OF BHP BILLITON PLC. | Management | | Against | | Against |
| | Vote Is Contrary To Policy | | |
| | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. | | |
| 10 | TO RE-ELECT THE HON E G DE PLANQUE AS A DIRECTOR OF BHP BILLITON LTD. | Management | | Against | | Against |
| | Vote Is Contrary To Policy | | |
| | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. | | |
| 11 | TO RE-ELECT DR D A L JENKINS AS A DIRECTOR OF BHP BILLITON PLC. | Management | | Against | | Against |
| | Vote Is Contrary To Policy | | |
| | | |
| | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. | | |
| 12 | TO RE-ELECT DR D A L JENKINS AS A DIRECTOR OF BHP BILLITON LTD. | Management | | Against | | Against |
| | Vote Is Contrary To Policy | | |
| | Comments-BMC Fund, Inc. (the “Fund”) believes that it is in the best interests of the Fund and its shareholders for portfolio companies to be able to elect a full slate of directors at each annual meeting. | | |
| 13 | TO REAPPOINT KPMG AUDIT PLC AS THE AUDITOR OF BHP BILLITON PLC. | Management | | For | | For |
| 14 | TO RENEW THE GENERAL AUTHORITY TO ALLOT SHARES IN BHP BILLITON PLC. | Management | | For | | For |
| 15 | TO RENEW THE DISAPPLICATION OF PRE-EMPTION RIGHTS IN BHP BILLITON PLC. | Management | | For | | For |
| 16 | TO APPROVE THE REPURCHASE OF SHARES IN BHP BILLITON PLC. | Management | | For | | For |
| 17A | TO APPROVE THE CANCELLATION OF SHARES IN BHP BILLITON PLC HELD BY BHP BILLITON LTD ON 31 DECEMBER 2007. | Management | | For | | For |
| 17B | TO APPROVE THE CANCELLATION OF SHARES IN BHP BILLITON PLC HELD BY BHP BILLITON LTD ON 15 FEBRUARY 2008. | Management | | For | | For |
| 17C | TO APPROVE THE CANCELLATION OF SHARES IN BHP BILLITON PLC HELD BY BHP BILLITON LTD ON 30 APRIL 2008. | Management | | For | | For |
| 17D | TO APPROVE THE CANCELLATION OF SHARES IN BHP BILLITON PLC HELD BY BHP BILLITON LTD ON 31 MAY 2008. | Management | | For | | For |
| 17E | TO APPROVE THE CANCELLATION OF SHARES IN BHP BILLITON PLC HELD BY BHP BILLITON LTD ON 15 JUNE 2008. | Management | | For | | For |
| 17F | TO APPROVE THE CANCELLATION OF SHARES IN BHP BILLITON PLC HELD BY BHP BILLITON LTD ON 31 JULY 2008. | Management | | For | | For |
| 17G | TO APPROVE THE CANCELLATION OF SHARES IN BHP BILLITON PLC HELD BY BHP BILLITON LTD ON 15 SEPTEMBER 2008. | Management | | For | | For |
| 17H | TO APPROVE THE CANCELLATION OF SHARES IN BHP BILLITON PLC HELD BY BHP BILLITON LTD ON 30 NOVEMBER 2008. | Management | | For | | For |
| 18 | TO APPROVE THE 2007 REMUNERATION REPORT. | Management | | For | | For |
| 19 | TO APPROVE THE GRANT OF AWARDS TO MR M J KLOPPERS UNDER THE GIS AND THE LTIP. | Management | | For | | For |
| 20 | TO APPROVE THE GRANT OF AWARDS TO MR C W GOODYEAR UNDER THE GIS. | Management | | For | | For |
| 21 | TO APPROVE THE AMENDMENT TO THE ARTICLES OF ASSOCIATION OF BHP BILLITON PLC. | Management | | For | | For |
| 22 | TO APPROVE THE AMENDMENT TO THE CONSTITUTION OF BHP BILLITON LTD. | Management | | For | | For |
| Account Number | | Custodian | | Ballot Shares | | Unavailable Shares | | Vote Date | | Date Confirmed | |
| 1028876083 | | 3S7 | | 8000 | | 0 | | 09-Oct-2007 | | 09-Oct-2007 | |