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The Following Information Is Required to Be Provided to ASX Limited (ASX 18 May 2015 South32 Level 32 Brookfield Place 125 St Georges Terrace To: Australian Securities Exchange Perth Western Australia 6000 Australia south32.net PRE-QUOTATION DISCLOSURE The following information is required to be provided to ASX Limited (ASX) for release to the market in connection with the admission to the official list and official quotation on a deferred settlement trading basis of the fully paid shares in South32 which will commence on 18 May 2015. Capitalised terms which have not been otherwise defined in this document have the same meaning as they have in the Information Memorandum released to ASX by South32 on 18 May 2015 (Information Memorandum). INDICATIVE STATEMENT OF THE 20 LARGEST SHAREHOLDERS Attachment 1 is an indicative statement of the 20 largest shareholders of South32. The statement sets out an indicative list of the names of the 20 largest shareholders of South32 Shares (looking through the UK Depositary, which holds the South32 Shares underlying the Depositary Interest structure), being the only class of securities of South32 to be quoted, and the number and percentage of South32 Shares held by those holders. INDICATIVE DISTRIBUTION OF SHAREHOLDERS STATEMENT Attachment 2 is an indicative statement of the numbers of shareholders in each class of securities to be quoted, setting out the number of holders in the following categories: 1 – 1,000; 1,001 – 5,000; 5,001 – 10,000; 10,001 – 100,000; and 100,001 and over. Registered Office: Level 20 Waterfront Place 1 Eagle Street Brisbane Queensland 4000 Australia ABN 84 093 732 597 Registered in Australia SHAREHOLDER ENTITLEMENTS To effect the demerger of South32 from BHP Billiton: a) each Eligible Shareholder will receive one South32 Share for every BHP Billiton Share it is registered as holding at the applicable Record Date; and b) the South32 Shares that would have otherwise been distributed to Ineligible Overseas Shareholders will be transferred to the Sale Agent and sold on the ASX. The Record Date for BHP Billiton Shareholders will depend on how their BHP Billiton Shares are held (eg. there are different Record Dates for BHP Billiton Plc Shareholders and BHP Billiton Limited Shareholders). BHP Billiton Shareholders should carefully read the Information Memorandum and the Shareholder Circular to ensure they understand which Record Date applies to them. The proceeds of the sale of South32 Shares through the Sale Facility will be remitted to each Ineligible Overseas Shareholder and Selling Shareholder (free of any brokerage costs or stamp duty) as soon as practicable following the sale of those shares. BHP Billiton Shareholders can call the Shareholder Information Line if they have any questions relating to their entitlement to South32 Shares on: BHP Billiton Limited Shareholders 1300 582 743 (within Australia) on weekdays between 8.30am and 7.30pm (AEST/AEDT); or +61 3 9415 4808 (international) on weekdays between 8:30am and 7:30pm (AEST/AEDT). BHP Billiton Plc Shareholders UK register 0844 472 7001 (within the United Kingdom) on weekdays between 8.30am and 5.30pm (GMT/BST); or +44 844 472 7001 (international) on weekdays between 8:30am and 5:30pm (GMT/BST). South African registers 086 1100 634 (within South Africa) on weekdays between 8:00am and 4:30pm (SAST); or +27 11 870 8216 (international) on weekdays between 8:00am and 4:30pm (SAST). BHP Billiton ADS Holders 877 248 4237 (within the United States) on weekdays between 8:30am and 6:00pm (EST/EDT); or +1 781 575 4555 (international) on weekdays between 8:30am and 6:00pm (EST/EDT). It is the responsibility of BHP Billiton Shareholders to determine their entitlements prior to trading in South32 to avoid the risk of selling South32 Shares they do not own. BHP Billiton Shareholders selling South32 Shares before they receive confirmation of their entitlement do so at their own risk. CONDITIONS PRECEDENT All of the conditions precedent to the Demerger (other than ASX granting approval for the admission of South32 and the quotation of South32 Shares and steps to be completed following admission to the official list of ASX) have been fulfilled or waived. DESPATCH OF HOLDING STATEMENTS The intended date for transferring South32 Shares to Eligible BHP Billiton Limited Shareholders is 24 May 2015 and the intended date for transferring South32 Shares to Eligible BHP Billiton Plc Shareholders is 25 May 2015. The intended date for despatch of holding statements and other applicable confirmations of holdings in South32 Shares is 1 June 2015 (except for Eligible BHP Billiton Shareholders who hold their BHP Billiton Shares on BHP Billiton’s South African register in certificated form who will have their South32 Shares despatched on or about 25 May 2015). OTHER INFORMATION No SEC or Exchange Act registration – United States This document does not constitute an offer of securities in any place in which, or to any person to whom, it would be unlawful to make that offer. The demerger of South32 from BHP Billiton has not, and will not, be registered with the United States’ Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended. South32 is expected to qualify for the exemption from registration under Rule 12g3-2(b) of the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”), and accordingly the South32 Shares will not be registered under the Exchange Act and South32 will not be subject to the reporting requirements of the Exchange Act. ATTACHMENT 1 Indicative statement of the 20 largest shareholders* No Shareholder Shares % of Shares 1 HSBC CUSTODY NOMINEES (AUSTRALIA) 598,342,534 11.24 LIMITED 2 J P MORGAN NOMINEES AUSTRALIA 443,605,408 8.33 LIMITED 3 PLC NOMINEES (PROPRIETARY) LIMITED 341,860,784 6.42 4 NATIONAL NOMINEES LIMITED 264,779,889 4.97 5 CITICORP NOMINEES PTY LTD 259,497,333 4.87 6 CITICORP NOMINEES PTY LIMITED 176,049,214 3.31 <CITIBANK NY ADR DEP A/C> 7 CHASE NOMINEES LIMITED 90,295,956 1.70 8 STATE STREET NOMINEES LIMITED 88,051,718 1.65 <OM02> 9 THE BANK OF NEW YORK (NOMINEES) 80,577,690 1.51 LIMITED 10 STATE STREET NOMINEES LIMITED 76,983,074 1.45 <OM04> 11 BNP PARIBAS NOMS PTY LTD <DRP> 63,881,990 1.20 12 NORTRUST NOMINEES LIMITED 51,189,181 0.96 13 VIDACOS NOMINEES LIMITED 48,399,734 0.91 <CLRLUX2> 14 LYNCHWOOD NOMINEES LIMITED 47,704,529 0.90 <2006420> 15 VIDACOS NOMINEES LIMITED <13559> 45,665,537 0.86 16 STATE STREET NOMINEES LIMITED 41,264,510 0.78 <OD64> 17 CITICORP NOMINEES PTY LIMITED 35,860,855 0.67 <COLONIAL FIRST STATE INV A/C> 18 HSBC GLOBAL CUSTODY NOMINEE (UK) 34,393,250 0.65 LIMITED <357206> 19 BNY MELLON NOMINEES LIMITED 31,692,646 0.60 <BSDTGUSD> 20 NUTRACO NOMINEES LIMITED <492762> 25,043,402 0.47 Top 20 holders of Shares 2,845,139,234 53.44 Balance of Shares 2,478,623,667 46.56 Total Shares on issue 5,323,762,901 100.00 * The table above looks through the UK Depositary, which holds the South32 Shares underlying the Depositary Interest structure. The UK Depositary holds 31.80% of the South32 Shares against which Depositary Interests have been issued. ATTACHMENT 2 Indicative distribution of shareholders statement Range Holders Shares 1 to 1,000 397,837 156,668,975 1,001 to 5,000 171,957 384,786,822 5,001 to 10,000 27,974 197,900,854 10,001 to 100,000 19,943 440,924,635 100,001 and over 1,375 4,143,481,615 Total 619,086 5,323,762,901 .
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