Result of AGM

BHP Billiton Limited
13 November 2003

LETTER TO:  RNS

I advise the following results of the business conducted at the meetings of
shareholders of BHP Billiton Limited ('Limited') held on 13 November 2003 and
BHP Billiton Plc ('PLC') held on 24 October 2003.

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   3,183,646,317      4,639,261         93,685,782               Carried
    and Reports of BHP Billiton 
    Limited (an ordinary resolution 
    and Joint Electorate Action)

2.  Receipt of Financial Statements   3,177,527,469      3,110,867         101,278,054              Carried
    and Reports Of BHP Billiton Plc 
    (an ordinary resolution and Joint 
    Electorate Action) 


3.  Re-election of Dr D C Brink as    3,130,753,356      131,002,046       18,322,814               Carried 
    a director of BHP Billiton Limited 
    (an ordinary resolution and Joint 
     Electorate Action)

4.  Re-election of Dr D C Brink as a  3,122,987,042      130,565,041       26,580,409               Carried
    director of BHP Billiton Plc 
    (an ordinary resolution and 
    Joint Electorate Action)

5.  Re-election of Mr M A Chaney as a 3,123,830,210      129,486,986       18,231,783               Carried
    director of BHP Billiton Limited 
    (an ordinary resolution and 
    Joint Electorate Action)

6.  Re-election of Mr M A Chaney as a 3,116,270,481      129,410,130       18,231,783               Carried
    director of BHP Billiton Plc 
    (an ordinary resolution and 
    Joint Electorate Action)

7.  Re-election of Lord Renwick of    3,101,677,708      139,457,173       39,036,555               Carried 
    Clifton as a director of BHP 
    Billiton Limited (an ordinary 
    resolution and Joint Electorate 
    Action)

8.  Re-election of Lord Renwick of    3,093,911,532      139,680,405       46,502,911               Carried
    Clifton as a director of BHP 
    Billiton Plc (an ordinary resolution 
    and Joint Electorate Action)

9.  Election of Mr M Salamon as a     3,118,324,103      134,205,439       27,610,534               Carried
    director of BHP Billiton Limited 
    (an ordinary resolution and Joint 
    Electorate Action)

10. Election of Mr M Salamon as a     3,107,995,840      134,286,578       35,120,576               Carried
    director of BHP Billiton Plc 
    (an ordinary resolution and Joint 
    Electorate Action)

11. Election of Dr J G Buchanan as a  3,135,810,305      124,034,809       20,257,907               Carried
    Director of BHP Billiton Limited 
    (an ordinary resolution and Joint 
    Electorate Action)

12. Election of Dr J G Buchanan as a  3,128,219,207      123,876,172       28,003,282               Carried
    Director of BHP Billiton Plc 
    (an ordinary resolution and Joint 
    Electorate Action)

13. To re-appoint the auditors of     3,222,320,634      18,959,923        37,130,465               Carried
    BHP Billiton Plc (a Special 
    resolution and Joint Electorate 
    Action)
 
14. To renew the Directors' authority 3,060,684,627      195,636,337       21,691,492               Carried 
    to allot shares in BHP Billiton Plc 
    (a special resolution and Joint 
    Electorate Action)

15. To renew the disapplication of    3,207,381,218      48,953,422        22,395,307               Carried
    pre-emption rights in BHP Billiton 
    Plc (an ordinary resolution and 
    Joint Electorate Action)

16. To authorise BHP Billiton Plc to  3,196,956,996      68,884,997        19,859,545               Carried
    make market purchases of its own 
    shares (an ordinary resolution and 
    Joint Electorate Action)

17. To approve the Remuneration       3,165,112,039      62,084,084        50,771,769               Carried
    Report (an ordinary resolution and 
    Joint Electorate Action)

18. To approve the issue of awards to 3,182,675,236      83,517,088        39,865,626               Carried
    Mr C W Goodyear under BHP Billiton 
    Limited's Group Incentive Scheme 
    (an ordinary resolution and Joint 
    Electorate Action)

19. To approve the issue of awards to 3,142,339,658      84,904,035        47,598,648               Carried
    Mr M Salamon under BHP Billiton Plc's 
    Group Incentive Scheme (an ordinary 
    resolution and Joint Electorate 
    Action)
 
K J Wood 
Company Secretary



Appendix 1
 
                       BHP Billiton Limited & BHP Billiton Plc 
                                Final Proxy Position

                                                        Limited              Plc

1 Receipt of Financial Statements and 
  Reports of BHP Billiton Limited

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

 > Total number of proxy votes in respect of
   which the appointments specified that the      1,701,716,552    1,584,667,026 
   proxy -

 * was to vote for the resolution                 1,498,955,997    1,532,475,603

 * was to vote against the resolution                 3,983,098          707,602 

 * was to abstain on the resolution                  51,769,633       41,916,149

 * may vote at the proxy's discretion               147,007,824        9,567,672


2 Receipt of Financial Statements and 
  Reports of BHP Billiton Plc

 > Total number of proxy votes exercisable by
   all proxies validly appointed                  1,701,710,052    1,584,667,026

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

 * was to vote for the resolution                 1,491,903,528    1,532,481,523 

 * was to vote against the resolution                 2,465,712          698,801

 * was to abstain on the resolution                  59,362,969       41,915,085

 * may vote at the proxy's discretion               147,977,843        9,571,617


3 Re-election of Dr D C Brink as a director of 
  BHP Billiton Limited

 > Total number of proxy votes exercisable by
   all proxies validly appointed                  1,699,862,772    1,584,667,026

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

 * was to vote for the resolution                 1,504,116,029    1,472,998,616

 * was to vote against the resolution                38,470,870       92,575,599 

 * was to abstain on the resolution                   8,787,885        9,534,929

 * may vote at the proxy's discretion               148,487,988       9,557,882

4 Re-election of Dr D C Brink as a director 
  of BHP Billiton Plc

 > Total number of proxy votes exercisable by
   all proxies validly appointed                  1,699,952,840    1,584,667,026

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

 * was to vote for the resolution                 1,495,492,294    1,473,000,884

 * was to vote against the resolution                37,953,039       92,661,569

 * was to abstain on the resolution                  17,131,152        9,449,257

 * may vote at the proxy's discretion               149,376,355        9,555,316

5 Re-election of Mr M A Chaney as a director of 
  BHP Billiton Limited

 > Total number of proxy votes exercisable by
   all proxies validly appointed                  1,699,952,840    1,584,667,026

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

 * was to vote for the resolution                 1,506,147,325    1,464,213,761

 * was to vote against the resolution                36,976,111       92,662,229

 * was to abstain on the resolution                   8,623,345       18,231,783

 * may vote at the proxy's discretion               148,206,059        9,559,253

6 Re-election of Mr M A Chaney as a director of 
  BHP Billiton Plc

 > Total number of proxy votes exercisable by
   all proxies validly appointed                  1,698,951,065    1,584,667,026

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

 * was to vote for the resolution                 1,497,563,880    1,464,217,494 

 * was to vote against the resolution                36,898,238       92,661,463 

 * was to abstain on the resolution                  16,218,817       18,231,783 

 * may vote at the proxy's discretion               148,270,130        9,556,286

7 Re-election of Lord Renwick of Clifton as a 
  director of BHP Billiton Limited

 > Total number of proxy votes exercisable by
   all proxies validly appointed                  1,699,944,255    1,584,667,026

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

 * was to vote for the resolution                 1,492,636,768    1,454,921,125

 * was to vote against the resolution                41,632,880       98,492,132

 * was to abstain on the resolution                  17,340,668       21,695,887

 * may vote at the proxy's discretion               148,333,939        9,557,882

8 Re-election of Lord Renwick of Clifton as a 
  director of BHP Billiton Plc

 > Total number of proxy votes exercisable by
   all proxies validly appointed                  1,699,941,355    1,584,667,026

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

 * was to vote for the resolution                 1,484,013,685    1,454,921,207

 * was to vote against the resolution                41,781,130       98,495,680

 * was to abstain on the resolution                  24,808,088       21,694,823 

 * may vote at the proxy's discretion               149,338,452        9,555,316

9 Election of Mr M Salamon as a director of 
  BHP Billiton Limited

 > Total number of proxy votes exercisable by
   all proxies validly appointed                  1,699,951,989    1,584,667,026

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

 * was to vote for the resolution                 1,501,060,776    1,463,113,801

 * was to vote against the resolution                40,658,655       93,722,484 

 * was to abstain on the resolution                   9,339,152       18,271,382

 * may vote at the proxy's discretion               148,893,406        9,559,359


10 Election of Mr M Salamon as a director of 
   BHP Billiton Plc

 > Total number of proxy votes exercisable by
   all proxies validly appointed                  1,697,251,989    1,584,667,026

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

 * was to vote for the resolution                 1,489,711,279    1,463,112,572

 * was to vote against the resolution                40,735,862       93,726,416

 * was to abstain on the resolution                  16,852,822       18,267,754

 * may vote at the proxy's discretion               149,952,026        9,560,284


11 To elect Dr J G Buchanan as a Director of 
   BHP Billiton Limited

 > Total number of proxy votes exercisable by
   all proxies validly appointed                  1,699,918,362    1,584,667,026

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

 * was to vote for the resolution                 1,508,864,993    1,472,181,357

 * was to vote against the resolution                30,701,165

 * was to abstain on the resolution                  10,810,382        9,447,525

 * may vote at the proxy's discretion               149,541,822        9,561,930


12 To elect Dr J G Buchanan as a Director of 
   BHP Billiton Plc

 > Total number of proxy votes exercisable by
   all proxies validly appointed                  1,699,952,840    1,584,667,026

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

 * was to vote for the resolution                 1,500,495,451    1,472,183,273

 * was to vote against the resolution                30,536,062       93,478,842

 * was to abstain on the resolution                  18,556,257        9,447,025

 * may vote at the proxy's discretion               150,365,070        9,557,886


13 To re-appoint the auditors of BHP Billiton Plc

 > Total number of proxy votes exercisable by all 
   proxies validly appointed                      1,698,205,125    1,584,665,945

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

 * was to vote for the resolution                 1,523,308,248    1,544,946,192

 * was to vote against the resolution                 9,934,325        9,061,839

 * was to abstain on the resolution                  16,036,622       21,093,843

 * may vote at the proxy's discretion               148,925,930        9,564,071


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

 > Total number of proxy votes exercisable by
   all proxies validly appointed                  1,697,827,445    1,584,667,026

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

 * was to vote for the resolution                 1,480,828,156    1,424,825,605

 * was to vote against the resolution                47,846,954      147,898,999

 * was to abstain on the resolution                  19,310,480        2,381,012

 * may vote at the proxy's discretion               149,841,855        9,561,410


15 To renew the disapplication of pre-emption 
   rights in BHP Billiton plc

 > Total number of proxy votes exercisable by
   all proxies validly appointed                  1,699,609,238    1,583,667,026

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

 * was to vote for the resolution                 1,485,396,005    1,566,361,138

 * was to vote against the resolution                43,656,111        5,368,215

 * was to abstain on the resolution                  20,018,755        2,376,552

 * may vote at the proxy's discretion               150,538,367        9,561,121


16 To authorise BHP Billiton Plc to make market 
   purchases of its own shares

 > Total number of proxy votes exercisable by
   all proxies validly appointed                  1,705,526,003    1,584,666,760

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

 * was to vote for the resolution                 1,468,247,526    1,573,147,652

 * was to vote against the resolution                68,278,010          652,227

 * was to abstain on the resolution                  18,554,171        1,305,374

 * may vote at the proxy's discretion               150,446,296        9,561,507


17 To approve the Remuneration Report

 > Total number of proxy votes exercisable by
   all proxies validly appointed                  1,697,875,617    1,584,667,026

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

 * was to vote for the resolution                 1,495,883,341    1,515,373,289

 * was to vote against the resolution                31,064,578       31,141,091

 * was to abstain on the resolution                  22,189,889       28,581,880

 * may vote at the proxy's discretion               148,737,809        9,570,766


18 To approve the issue of awards to Mr C W 
   Goodyear under BHP Billiton Limited's Group 
   Incentive Scheme

 > Total number of proxy votes exercisable by
   all proxies validly appointed                  1,727,874,074    1,582,919,985

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

 * was to vote for the resolution                 1,469,161,214    1,533,204,140

 * was to vote against the resolution                69,660,357       13,713,663

 * was to abstain on the resolution                  13,435,259       26,430,367

 * may vote at the proxy's discretion               175,617,244        9,571,815


19 To approve the issue of awards to Mr M Salamon 
   under BHP Billiton Plc's Group Incentive Scheme

 > Total number of proxy votes exercisable by
   all proxies validly appointed                  1,694,908,043    1,584,667,028

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

 * was to vote for the resolution                 1,456,327,639    1,534,952,409

 * was to vote against the resolution                71,062,696       13,715,919

 * was to abstain on the resolution                  21,167,823       26,430,825

 * may vote at the proxy's discretion               146,349,885        9,567,875



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