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BHP Billiton Supplementary Prospectus 515157108 12.DOC Supplemental Prospectus BHP BILLITON FINANCE LIMITED (incorporated with limited liability in Australia) BHP BILLITON FINANCE PLC (incorporated with limited liability in England and Wales) €20,000,000,000 Euro Medium Term Note Programme guaranteed in respect of Notes issued by BHP Billiton Finance Limited by BHP BILLITON LIMITED (incorporated with limited liability in Australia) and guaranteed in respect of Notes issued by BHP Billiton Finance Plc by BHP BILLITON PLC (incorporated with limited liability in England and Wales) This Supplemental Prospectus constitutes a supplementary prospectus for the purposes of Section 87G of the Financial Services and Markets Act 2000 (“FSMA”) and is prepared in connection with the €20,000,000,000 Euro Medium Term Note Programme (the “Programme”) of BHP Billiton Finance Limited and BHP Billiton Finance Plc. This Supplemental Prospectus is supplemental to the Prospectus dated 9 November 2012 relating to the Programme (the “Prospectus”) and should be read in conjunction with the Prospectus. Terms defined in the Prospectus have the same meaning when used in this Supplemental Prospectus. The purpose of this Supplemental Prospectus is to (a) incorporate by reference into the Prospectus the BHP Billiton Group’s unaudited consolidated financial statements for the half year ended 31 December 2012; (b) update the Prospectus to note that Marius Kloppers will retire as Chief Executive Officer on 10 May 2013 and that Andrew Mackenzie will succeed him on that date; (c) update the Prospectus to note the agreement to sell the BHP Billiton Group’s 8.33 per cent. interest in the East Browse Joint Venture and 20 per cent. interest in the West Browse Joint Venture; (d) update the section entitled “Business of the BHP Billiton Group” of the Prospectus to note that the BHP Billiton Group has completed the sale of its diamonds business; and (e) update the Prospectus to note changes to the composition of, and allocation of responsibilities within, the Group Management Committee. This Supplemental Prospectus has been approved by the United Kingdom Financial Conduct Authority, which is the United Kingdom competent authority for the purposes of Directive 2003/71/EC (the “Prospectus Directive”) and relevant implementing measures in the United Kingdom, as a supplement to the Prospectus. The Prospectus constitutes a base prospectus prepared in compliance with the Prospectus Directive and relevant implementing measures in the United Kingdom for the purpose of giving information with regard to the issue of Notes under the Programme. Each of BHP Billiton Finance Limited, BHP Billiton Finance Plc, BHP Billiton Limited and BHP Billiton Plc (each an “Obligor”) accepts responsibility for the information contained in this Supplemental Prospectus. To the best of the knowledge of each Obligor (each having taken all reasonable care to ensure that such is the case) the information contained in this Supplemental Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. To the extent that there is any inconsistency between (a) any statement in this Supplemental Prospectus or any statement incorporated by reference into the Prospectus by this Supplemental Prospectus and (b) any other statement in, or incorporated by reference into, the Prospectus, the statements in (a) above shall prevail. If any documents which are incorporated by reference themselves incorporate any information or other documents therein, either expressly or implicitly, or direct the reader to external websites, such information, other documents or external websites will not form part of this Supplemental Prospectus or the Prospectus for the purposes of the Prospectus Directive except where such information, other documents or external websites are specifically incorporated by reference in, attached to, or included in this Supplemental Prospectus. Save as disclosed in this Supplemental Prospectus, no significant new factor, material mistake or inaccuracy relating to information included in the Prospectus has arisen or been noted, as the case may be, since the publication of the Prospectus. PUBLICATION OF INTERIM FINANCIAL STATEMENTS On 20 February 2013, the BHP Billiton Group published its unaudited consolidated financial statements for the half year ended 31 December 2012. A copy of those unaudited financial statements has been filed with the Regulatory News Service and the National Storage Mechanism and, by virtue of this Supplemental Prospectus, those interim financial statements are incorporated in, and form part of, the Prospectus. CHANGES TO THE BOARD OF BHP BILLITON PLC AND BHP BILLITON LIMITED On 20 February 2013, the BHP Billiton Group announced that Marius Kloppers will retire as Chief Executive Officer and as a director of BHP Billiton Plc and BHP Billiton Limited on 10 May 2013. Andrew Mackenzie will succeed him as Chief Executive Officer and become a director of BHP Billiton Plc and BHP Billiton Limited on 10 May 2013. SALE OF INTEREST IN EAST AND WEST BROWSE JOINT VENTURES On 12 December 2012, the BHP Billiton Group announced that it had signed a definitive agreement with PetroChina International Investment (Australia) Pty Ltd to sell its 8.33 per cent. interest in the East Browse Joint Venture and 20 per cent. interest in the West Browse Joint Venture, located offshore Western Australia, for a cash consideration of US$1.63 billion. The transaction is subject to regulatory approval and other customary conditions. SALE OF DIAMONDS BUSINESS The BHP Billiton Group has completed the sale of its diamonds business, comprising its interests in the EKATI Diamond Mine and Diamonds Marketing operations, to Dominion Diamond Corporation (formerly Harry Winston Diamond Corporation). The purchase price was US$500 million plus purchase price adjustments of US$53 million for a total amount paid of US$553 million. The sale of the diamonds business to Dominion Diamond Corporation was announced on 13 November 2012, subject to receipt of regulatory approval and other customary closing conditions, all of which have been satisfied. Following the sale, the BHP Billiton Group has no continuing diamonds business. CHANGES TO THE GROUP MANAGEMENT COMMITTEE (“GMC”) On 18 April 2013, the BHP Billiton Group announced its new senior management team which will take effect from 10 May 2013. The GMC will comprise Andrew Mackenzie as Chief Executive Officer, Peter Beaven as President, Copper (who will retain all of his current responsibilities for the assets under the former Base Metals business), Tim Cutt as President, Petroleum and Potash (from 2 July 2013) (who will retain responsibility for the Potash development option), Dean Dalla Valle as President, Coal (who will assume responsibility for the whole of BHP Billiton’s coal assets with the consolidation of the Metallurgical and Energy Coal businesses), Geoff Healy as Chief Legal Counsel (from 3 June 2013), Mike Henry as President, HSEC, Marketing and Technology, Graham Kerr as Chief Financial Officer, Daniel Malchuk as President, Aluminium, Manganese and Nickel (who will assume responsibility for the assets that form part of the Aluminium, Manganese and Nickel businesses), Jane McAloon as President, Governance and Group Company Secretary, Jimmy Wilson as President, Iron Ore (who will retain his responsibilities for the Iron Ore business) and Karen Wood as President, People and Public Affairs. Mike Yeager will retire from the GMC and the BHP Billiton Group on 1 July 2013. Alberto Calderon, previously Chief Executive, Aluminium, Nickel and Corporate Development will leave the GMC but remain as an advisor to the Chief Executive Officer. Marcus Randolph, previously Chief Executive, Ferrous and Coal, will leave the GMC on 10 May 2013. Tom Schutte, currently President, Manganese and Glenn Kellow, currently President, Aluminium and Nickel will work with Daniel Malchuk on the consolidation of these businesses. Hubie van Dalsen, currently President, Metallurgical Coal, will retire from the BHP Billiton Group. Copies of the Prospectus and documents incorporated by reference in this Supplemental Prospectus may be obtained (without charge) from the website of the Regulatory News Service operated by the London Stock Exchange at: http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html Dated: 19 April 2013..
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