SHAREHOLDER CIRCULAR THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION Shareholders should carefully read this Shareholder Circular in its entirety before making a decision as to how to vote on the Demerger Resolution to be considered at the Shareholder Meetings. If you are in any doubt as to the action you should take, you are recommended to obtain your own personal fi nancial advice from your stockbroker, bank manager, solicitor, accountant and/or other independent professional adviser authorised under Part VI of the Financial Services and Markets Act 2000, if you are in the United Kingdom, or from another appropriately authorised independent fi nancial adviser if you are in a territory outside the United Kingdom. If you have sold or otherwise transferred all your shares in BHP Billiton Limited or BHP Billiton Plc (as applicable), prior to receiving this document, please send this document together with the accompanying documents as soon as possible to the relevant purchaser or transferee or to the stockbroker, bank, Central Securities Depository Participant or other person through whom the sale or transfer was effected, for transmission to the relevant purchaser or transferee. Demerger of South32 by BHP Billiton Shareholders should be aware of the important notices on the inside cover to page 2 of this document. Shareholders who have any questions in relation to this document or the Demerger Resolution to be considered at the Shareholder Meetings may wish to call the Shareholder Information Line, details of which are contained on the inside cover of this document. Vote in Favour Your Directors unanimously recommend that you vote in favour of the Demerger Resolution. Your attention is drawn to the letter from the Chairman on pages 4 to 5 which contains the Board’s recommendation that you vote in favour of the Demerger Resolution. The Independent Expert has concluded that the Demerger is in the best interests of BHP Billiton Limited and BHP Billiton Plc Shareholders. BHP Billiton Limited (ABN 49 004 028 077) BHP Billiton Plc (Registration number 3196209) Important notices Purpose of this document Listing of South32 This document sets out information in relation to the Demerger, the South32 intends to apply for admission of its ordinary shares to the effects of the Demerger, certain information required by law and other ASX Official List, for a secondary listing on the Main Board of the JSE information known to the BHP Billiton Directors that is material to the and to the standard segment of the UKLA Official List and for admission decision of Shareholders in relation to the Demerger Resolution voting. to trading on the LSE’s main market for listed securities. It is expected In addition to this document, a copy of the full version of the that South32 Shares will commence trading on a deferred settlement Independent Expert’s Report can be found on the BHP Billiton website basis on the ASX, normal settlement basis on the JSE and on a when-issued at w w w . bhpbilliton. com /demerger or can be obtained free of charge basis on the LSE on 18 May 2015. by calling the Shareholder Information Line on: South32 Shares are Australian securities and are therefore not capable BHP Billiton Limited Shareholders of being settled in the United Kingdom through CREST like ordinary shares registered in the United Kingdom. Accordingly, South32 has • 1300 582 743 (within Australia) on weekdays between 8:30am agreed to make arrangements to provide BHP Billiton Plc Shareholders and 7:30pm (AEST/AEDT); whose BHP Billiton Plc Shares are held in CREST (other than Ineligible • +61 3 9415 4808 (international) on weekdays between 8:30am Overseas Shareholders and Selling Shareholders and the BHP Billiton and 7:30pm (AEST/AEDT). ADS Depositary) with South32 Depositary Interests (South32 DIs), which BHP Billiton Plc Shareholders are instruments that represent the underlying South32 Shares and allow UK register settlement of trading in South32 Shares through CREST. BHP Billiton Plc Shareholders whose BHP Billiton Plc Shares are held in CREST (other • 0844 472 7001 (within the United Kingdom) on weekdays between than Ineligible Overseas Shareholders and Selling Shareholders and the 8:30am and 5:30pm (GMT/BST); BHP Billiton ADS Depositary) will therefore receive South32 DIs. South32 • +44 844 472 7001 (international) on weekdays between 8:30am has also made arrangements to enable BHP Billiton Plc Certificated and 5:30pm (GMT/BST). Shareholders to receive and hold South32 DIs through the UK Nominee. South African registers It is the responsibility of Eligible Shareholders to determine their entitlement • 086 1100 634 (within South Africa) on weekdays between 8:00am to South32 Shares before trading in South32 Shares, especially during the and 4:30pm (SAST); deferred settlement and when-issued trading periods. Trading of South32 • +27 11 870 8216 (international) on weekdays between 8:00am Shares is expected to commence on a normal settlement basis on the ASX and 4:30pm (SAST). on 2 June 2015, the JSE on 18 May 2015 and the LSE on 26 May 2015. BHP Billiton ADS Holders Preparation of and responsibility for this document • 877 248 4237 (within the United States) on weekdays between • KPMG Financial Advisory Services (Australia) Pty Ltd has prepared 8:30am and 6:00pm (EST/EDT); the Independent Accountant’s Report and takes responsibility for that • +1 781 575 4555 (international) on weekdays between 8:30am report. A copy of that report is set out in Section 9 of this document. and 6:00pm (EST/EDT). • Grant Samuel & Associates Pty Limited has prepared the Independent Expert’s Report and a concise version of the Independent Expert’s This document does not in any way constitute an offer to sell securities Report. The concise version is contained in Section 10 of this document. or a solicitation of an offer to buy securities. Grant Samuel & Associates Pty Limited takes responsibility for the This document does not include all information material to a decision report (including the concise version). A copy of the full version to buy, sell or otherwise trade in South32 Shares. of the Independent Expert’s Report can be obtained free of charge South32 Listing Document by calling the Shareholder Information Line or from BHP Billiton’s website at ww w. bhpbilliton. com/demerger. Additional detail in relation to South32 is available in the South32 Listing Document prepared by South32 for the admission of South32 Shares • BHP Billiton has prepared and is responsible for the content of this to trading on the Australian Securities Exchange (ASX), the Johannesburg Shareholder Circular (other than Sections 9 and 10 of this document). Stock Exchange (JSE) and the London Stock Exchange (LSE). The South32 • Greenwoods & Herbert Smith Freehills Pty Ltd has reviewed and agrees Listing Document includes (among other things) the following information: with Section 8.2 relating to the description given of the income tax and • South32 historical combined financial information prepared for the goods and services tax implications of the Demerger for BHP Billiton financial years ended 30 June 2014, 30 June 2013 and 30 June 2012 Limited Shareholders who, among other things, are residents of Australia and for the half years ended 31 December 2014 and 31 December 2013, for Australian tax purposes. in each case prepared by aggregating historical financial information • Herbert Smith Freehills has reviewed and agrees with Section 8.2 relating to the South32 Businesses; relating to the description given of the stamp duty implications • Independent Competent Persons’ Reports in relation to South32’s Mineral of the Demerger for BHP Billiton Limited Shareholders who, among Resources and Ore Reserves; other things, are residents of Australia for Australian tax purposes. • an overview of the industries in which South32 operates; • Slaughter and May has reviewed and agrees with Section 8.3 relating to the description given of the United Kingdom taxation implications of • more detailed overviews of the South32 Businesses; the Demerger for Shareholders who are resident in the United Kingdom • further information in relation to South32’s senior management, for United Kingdom tax purposes. employment and governance arrangements. • Cleary Gottlieb Steen & Hamilton LLP has reviewed and agrees with the The following documents, which are collectively referred to as the South32 description of US federal income tax laws included in Section 8.4 relating Listing Document, are accessible on the BHP Billiton website to the description given of the taxation implications of the Demerger at ww w . bhpbilliton . com/demerger and Shareholders may obtain printed for certain Shareholders who, among other things, are subject to US copies free of charge by calling the Shareholder Information Line: federal income tax on a net income basis with respect to income from • The ASX Information Memorandum, prepared by South32 in connection their BHP Billiton Shares or ADSs. with its application for admission to the ASX Official List; • Ernst & Young Advisory Services (Pty) Ltd has reviewed and agrees • The JSE Pre-listing Statement, prepared by South32 in connection with its with Section 8.5 relating to the description given of the South African application for admission of the South32 Shares to a secondary listing on taxation implications of the Demerger for Shareholders whose registered the Main Board of the JSE; address on the BHP Billiton Plc Share Register is in South Africa or • The United Kingdom Prospectus, prepared by South32 in connection who are otherwise deemed resident in South Africa for South African with its application for admission of the South32 Shares to the standard tax purposes. segment of the United Kingdom Listing Authority (UKLA) Official List and • Bell Gully has reviewed and agrees with Section 8.6 relating to the to trading on the LSE. description given of the New Zealand taxation implications of the Demerger for Shareholders whose registered address on the BHP Billiton Limited Share Register is in New Zealand or who are otherwise deemed resident in New Zealand for New Zealand tax purposes.