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We are pleased to announce that BHP Billiton has decided to partner with Solium to administer our all employee share plan, Shareplus. Benefits from the transition Next steps The transition to Solium provides the following benefits: On 6 February 2015, you will receive information about how to Please select the tabs above for further information about the changes log onto the Solium website. You should review your account and that are relevant to you. • You will have a better online experience and clear portfolio view, which is easy to navigate. familiarise yourself with the functionality. Note: Your Shareplus benefits will not change. • You will be able to access your portfolio to view your holdings using You will still be able to view your historical transactions on the a preferred username and password (i.e. you can change those website, and all of your previous correspondence in the About Solium initially provided by Solium). Correspondence tab (e.g. Australian Tax Statements, tax calculations, Founded in 1999, Solium manages equity online for approximately • You will have access to 24-hour call centre support. dividend notices, vesting and sale notices) for a limited period of time. 1,400 clients around the world and over 500,000 active employee • You will be able to sell your shares over the phone. You should download any correspondence and documents participants in 100 countries. Some of Solium’s clients include: • You can run statements of your holding balance and also of you wish to maintain from the Computershare site. • Bank of Nova Scotia • Macquarie Group transactions. •  • Royal Bank of For more information • General Motors • SABMiller Timeline Information on the Shareplus transition will be sent to participants • Lend Lease • Standard Chartered Bank Key dates include: closer to the transition time in February 2015. • Virgin • 19 January 2015 – 6 February 2015 (Solium Launch): If you have further queries on the transition of Shareplus to Solium, Non-trading period where you will not be able to sell your please email [email protected]. shares or view your account. For queries relating to South32, please refer to the BHP Billiton • 6 February 2015 (Solium Launch): Portal Q&As, your HR Business Partner or [email protected]. Shareplus will be launched through Solium. You will receive information about how to log onto the Solium website. I have ordinary shares

This information is for participants who have ordinary BHP Billiton shares in their Computershare account. The ordinary What’s changing? For more information share register will continue to be managed by Computershare. As we move through the transition, you will no longer be able to If you have further queries about your ordinary shares, view your ordinary shares and Shareplus shares (in your “I” account) please refer to the following: If you have any ordinary BHP Billiton shares in any separate and your Shareplus award history and correspondence in the same (non-employee) account under your name, or shares in the form : Phone 1300 656 780 (+61 3 9415 4020) or visit online view on the Computershare employee website. of American Depository Receipts (ADRs), then these are not affected www.investorcentre.com/bhp by the transition to Solium, and you would continue to transact these United Kingdom: Phone +44 844 472 7001 or visit through your broker, or Computershare. www.investorcentre.co.uk/contactus South Africa: Phone +27 11 373 0033 or email [email protected] ADR: (Citibank Shareholder Services) Phone +1 877 248 427 (+1 877 CITIADR) (+1 781 575 4555 outside of US) or email [email protected] or visit www.citi.com/dr For queries relating to South32, please refer to the BHP Billiton Portal Q&As, your HR Business Partner or [email protected] . I have Loan shares

This information is for employees who have loan shares. What’s changing? For more information What are Loan shares? Nothing. If you have any queries about your ESP Loans please contact: ESP Loans are held over ordinary BHP Billiton shares. The ordinary [email protected] . Loans were offered under the Employee Share Plan (ESP) Loan Scheme share register will continue to be administered by Computershare. For queries relating to South32, please refer to the BHP Billiton until 1997. Current employees may still have 1995 and 1997 ESP Loans Portal Q&A’s, your HR Business Partner or [email protected] . outstanding. These ESP Loans are due for repayment in May 2015 and The dividends on the ordinary shares will continue to pay off October 2017 respectively. your ESP Loan and information will continue to be sent by either BHP Billiton or Computershare. As a reminder, on leaving BHP Billiton your outstanding loan will be due for repayment. You can contact Computershare directly to facilitate this or respond to the reminder letter that you will receive. Your ordinary shares will remain within your current account (with the same “I” account number). I have Executive Plan Awards

This information is for employees who have Executive Plan Awards. What’s changing? For more information Executive Plan Awards transitioned to Solium in July 2014. You will already From 6 February 2015, your Shareplus holdings will be shown If you have further queries on the Executive Plan Awards, have an existing account number and password. Your transaction history in a separate tab within your existing Solium account. Any holding please email [email protected] . is shown on the Solium website. or transaction statement you run after that will show both your For queries relating to South32, please refer to the BHP Billiton You will still be able to view your previous correspondence in the Executive Plan Awards and Shareplus holdings. Portal Q&As, your HR Business Partner or [email protected] . Correspondence tab (e.g. Australian Tax Statements, tax calculations, Your current details to access Solium will remain the same, so you dividend notices, vesting and sale notices) for a limited period of time. will not receive a new username and password in February 2015. You should download any correspondence and documents you wish to maintain from the Computershare site.