BHP Group Limited — AGM Information 2015

May 6, 2015

6-K 1 d922085d6k.htm FORM 6-K Form 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

May 6, 2015

BHP BILLITON LIMITED (ABN 49 004 028 077) (Exact name of Registrant as specified in its charter) VICTORIA, AUSTRALIA (Jurisdiction of incorporation or organisation) 171 COLLINS STREET, MELBOURNE, VICTORIA 3000 AUSTRALIA (Address of principal executive offices) BHP BILLITON PLC (REG. NO. 3196209) (Exact name of Registrant as specified in its charter) ENGLAND AND WALES (Jurisdiction of incorporation or organisation) NEATHOUSE PLACE, VICTORIA, LONDON, UNITED KINGDOM (Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: x Form 20-F ¨ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: ¨ Yes x No

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a

Newman Australia BHP Billiton General Meetings 2015 The proposed Demerger of South32 bhpbilliton resourcing the future 6 May 2015

Important information and disclaimer Nature of this presentation The information contained in this presentation does not constitute a prospectus or other listing document in relation to BHP Billiton or the new company proposed to be demerged from BHP Billiton (‘South32’) in any jurisdiction and is summary information provided for information purposes only. Any investment decision in relation to South32 should be made only on the basis of the information contained in the Listing Document for the relevant jurisdiction. The “Listing Documents” which are available, subject to applicable securities laws, on the BHP Billiton website at www.bhpbilliton.com/demerger, comprise a prospectus which has been approved by the UK Listing Authority in connection with the proposed admission of South32’s ordinary shares to the standard listing segment of the Official List of the UK Financial Conduct Authority and to trading on the Main Market for listed securities of London Stock Exchange plc, an information memorandum in connection with South32’s application for the admission of its ordinary shares to listing on the Australian Securities Exchange and a pre-listing statement in connection with South32’s application for the admission of its ordinary shares to listing on the Johannesburg Stock Exchange. This presentation should not be relied upon in connection with voting on the proposed demerger. Information relating to the proposed demerger is set out in the Shareholder Circular. The Shareholder Circular is available on BHP Billiton’s website at www.bhpbilliton.com/demerger. Subject to applicable securities laws, shareholders may obtain printed copies of the Shareholder Circular and the Listing Document applicable to their jurisdiction (the ‘Disclosure Documents’) free of charge by calling the Shareholder Information Line (details set out in section 3.9 of the Listing Documents and under “Important notices” at the start of the Shareholder Circular). Nothing in this presentation should be construed as either an offer to sell or a solicitation of an offer to buy or sell BHP Billiton securities or securities in South32 in any jurisdiction. bhpbilliton resourcing the future BHP Billiton General Meeting, 6 May 2015 Slide 2

Important information and disclaimer Forward-looking statements This presentation contains forward looking statements, including statements regarding plans, strategies and objectives of management, future performance and future opportunities. These forward looking statements are not guarantees or predictions of future performance, and involve known and unknown risks, uncertainties and other factors, many of which are beyond our control (or will be beyond the control of South32), and which may cause actual results to differ materially from those expressed in the statements contained in this presentation. The Disclosure Documents specify factors that may cause actual results to differ from the forward-looking statements in this presentation. Neither BHP Billiton nor South32 undertakes any obligation to update or review any forward-looking statements. No financial or investment advice – South Africa BHP Billiton and South32 do not provide any financial or investment ‘advice’, as that term is defined in the South African Financial Advisory and Intermediary Services Act 37 of 2002, and we strongly recommend that you seek professional advice. No SEC or Exchange Act registration – United States The demerger of South32 from BHP Billiton will not be registered with the US Securities and Exchange Commission (SEC) under the US Securities Act of 1933, as amended. BHP Billiton expects South32 to qualify for the exemption from registration under Rule 12g3-2(b) of the US 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. bhpbilliton resourcing the future BHP Billiton General Meeting, 6 May 2015 Slide 3

Newman Australia BHP Billiton General Meetings 2015 The proposed Demerger of South32 bhpbilliton resourcing the future 6 May 2015

Present in London Keith Rumble Margaret Taylor Baroness Shriti Vadera Malcolm Brinded Carlos Cordeiro Pat Davies Wayne Murdy BHP Billiton South32 bhpbilliton resourcing the future BHP Billiton General Meetings, 6 May 2015 Slide 5

Present in Perth David Crawford Jane McAloon Jac Nasser Andrew Mackenzie Peter Beaven Graham Kerr Malcolm Broomhead Carolyn Hewson Lindsay Maxsted John Schubert BHP Billiton South32 bhpbilliton resourcing the future BHP Billiton General Meetings, 6 May 2015 Slide 6

Maximising value for our shareholders Notice of General Meeting Shareholder Circular Listing Documents bhpbilliton resourcing the future BHP Billiton General Meetings, 6 May 2015 Slide 7

Another step in your Company’s evolution Cannington, Australia bhpbilliton resourcing the future BHP Billiton General Meetings, 6 May 2015 Slide 8

Iron ore Newman, Australia bhpbilliton resourcing the future BHP Billiton General Meetings, 6 May 2015 Slide 9

The Demerger will simplify our portfolio in a single step BHP Billiton core portfolio Western Australia Iron Ore Samarco Brazil Queensland Coal Australia NSW Energy Coal Australia Cerrejón Colombia Olympic Dam Australia Escondida Chile Pampa Norte Chile Antamina Peru Onshore US United States Shenzi United States Angostura Trinidad & Tobago Pyrenees Australia Macedon Australia Atlantis United States Mad Dog United States Bass Strait Australia North West Shelf Australia Jansen project Canada South32 Worsley Australia Alumar Brazil Aluminium South Africa Mozal Mozambique GEMCO Australia Hotazel South Africa TEMCO Australia Metalloys South Africa Cerro Matoso Colombia Illawarra Coal Australia Energy Coal South Africa Cannington Australia Note: Excludes Nickel West which remains with the portfolio as non core, and New Mexico Coal and several smaller petroleum assets which are under review. bhpbilliton resourcing the future BHP Billiton General Meetings, 6 May 2015 Slide 10

BHP Billiton: focused on our core portfolio Petroleum Eagle Ford, United States Copper Escondida, Chile Iron Ore Newman, Australia Coal Peak Downs, Australia Focused on our exceptionally large, upstream, Tier 1 assets diversified by commodity and geography Simplified portfolio will enhance focus and drive further productivity bhpbilliton resourcing the future BHP Billiton General Meetings, 6 May 2015 Slide 11

South32: a diversified metals and mining company Manganese Hotazel, South Africa Silver Cannington, Australia Nickel Cerro Matoso, Colombia Aluminium Worsley, Australia Energy Coal South Africa bhpbilliton resourcing the future BHP Billiton General Meetings, 6 May 2015 Slide 12

South32: a portfolio of high quality assets

Worsley Australia	Alumar Brazil	Aluminium South Africa	Mozal Mozambique
GEMCO Australia	Hotazel South Africa	TEMCO Australia	Metalloys South Africa
Cerro Matoso Colombia	Illawarra Coal Australia	Energy Coal South Africa	Cannington Australia

bhpbilliton resourcing the future BHP Billiton General Meetings, 6 May 2015 Slide 13

South32: a strong balance sheet and strategy Cannington Australia A strong balance sheet and targeted investment grade credit rating are core to the strategy Ability to pursue its own growth and investment opportunities Safe, lean, responsible and predictable operating performance Intention to distribute a proportion of underlying earning as dividends to shareholders, subject to cash flow priorities bhpbilliton resourcing the future BHP Billiton General Meetings, 6 May 2015 Slide 14

Independent expert’s report – Grant Samuel “Even relatively modest improvements in New BHP Billiton’s operating performance would have a meaningful impact on value. By contrast, the costs and disadvantages of the Demerger are not significant. Accordingly, Grant Samuel believes that BHP Billiton shareholders are likely to be better off if the Demerger proceeds than if it does not. In Grant Samuel’s opinion, the Demerger is in the best interests of BHP Billiton shareholders” bhpbilliton resourcing the future BHP Billiton General Meetings, 6 May 2015 Slide 15

Frequently asked questions Why are we proceeding with the demerger now? Our long stated strategy has been to optimise our portfolio - with more than $6.5 billion of targeted divestments in the last three years The demerger is another meaningful step in your company’s simplification This demerger is largely neutral with regard to timing of commodity cycles It generally gives shareholders an ownership choice bhpbilliton resourcing the future SOUTH32 bhpbilliton resourcing the future BHP Billiton General Meetings, 6 May 2015 Slide 16

Frequently asked questions What does the demerger mean for shareholders? BHP Billiton shareholders retain their existing shareholding in a simplified BHP Billiton You will continue to receive dividends from BHP Billiton, with no plans to rebase Eligible shareholders will also receive a share in South32 for every BHP Billiton share held and benefit from any dividends from South32 South32’s shares will trade on exchanges in Australia, South Africa and London bhpbilliton resourcing the future SOUTH32 bhpbilliton resourcing the future BHP Billiton General Meetings, 6 May 2015 Slide 17

The Demerger will create two great companies bhpbilliton resourcing the future SOUTH32 bhpbilliton resourcing the future BHP Billiton General Meetings, 6 May 2015 Slide 18

Daunia Australia Jane McAloon Group Company Secretary General Meetings 6 May 2015 bhpbilliton resourcing the future

Demerger Resolution Demerger Resolution: To approve the demerger of South32 from BHP Billiton, to be implemented through the Demerger Dividend in the manner more fully described in the Shareholder Circular bhpbilliton resourcing the future BHP Billiton General Meetings, 6 May 2015 Slide 20

How to vote FOR 70% AGAINST 30% ABSTAIN or WITHHOLD Assumes total holding of 1,000 shares bhpbilliton resourcing the future BHP Billiton General Meetings, 6 May 2015 Slide 21

Demerger Resolution Demerger Resolution: To approve the demerger of South32 from BHP Billiton, to be implemented through the Demerger Dividend in the manner more fully described in the Shareholder Circular bhpbilliton resourcing the future BHP Billiton General Meetings, 6 May 2015 Slide 22

bhpbilliton resourcing the future

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

By:	BHP Billiton Limited and BHP Billiton Plc — /s/ Rachel Agnew
Name:	Rachel Agnew
Title:	Company Secretary