==> picture [116 x 87] intentionally omitted <==

BHP Billiton Limited ABN 49 004 028 077 180 Lonsdale Street Melbourne Victoria 3000 Australia GPO Box 86 Melbourne Victoria 3001 Australia Tel +61 3 9609 3891 Fax +61 3 9609 3588 www.bhpbilliton.com

15 September 2009

To:

Australian Securities Exchange Company Announcements Office 525 Collins Street Melbourne VIC 3000 Australia

2009 US ANNUAL REPORT (Form 20-F)

Please find attached a copy of BHP Billiton’s 2009 US Annual Report (Form 20-F), which has been filed with the United States Securities and Exchange Commission.

This document has been prepared in accordance with the requirements of the United States Securities and Exchange Commission and, as such, does not comply with the reporting requirements under the 2004 Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves.

==> picture [163 x 84] intentionally omitted <==

Fiona Smith

Deputy Company Secretary

A member of the BHP Billiton Group which is headquartered in Australia Registered Office: Level 27 BHP Billiton Centre, 180 Lonsdale Street, Melbourne, Victoria 3000, Australia ABN 49 004 028 077 Registered in Australia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

‘ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED 30 JUNE 2009

‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

‘ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from to

Commission file number: 001-09526 Commission file number: 001-31714 BHP BILLITON LIMITED BHP BILLITON PLC (ABN 49 004 028 077) (REG. NO. 3196209) (Exact name of Registrant as specified in its charter) (Exact name of Registrant as specified in its charter) VICTORIA, AUSTRALIA ENGLAND AND WALES (Jurisdiction of incorporation or organisation) (Jurisdiction of incorporation or organisation) 180 LONSDALE STREET, MELBOURNE, VICTORIA 3000 NEATHOUSE PLACE, VICTORIA, LONDON, AUSTRALIA UNITED KINGDOM

(Address of principal executive offices)

Securities registered or to be registered pursuant to section 12(b) of the Act.

Title of each class	Name of each exchange on which registered	Title of each class	Name of each exchange on which registered
American Depositary Shares Ordinary Shares*	New York Stock Exchange New York Stock Exchange	American Depositary Shares Ordinary Shares, nominal value US$0.50 each*	New York Stock Exchange New York Stock Exchange

Evidenced by American Depositary Receipts. Each American Depositary Receipt represents two ordinary shares of BHP Billiton Limited or BHP Billiton Plc, as the case may be.
** Not for trading, but only in connection with the listing of the applicable American Depositary Shares.

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

BHP Billiton Limited BHP Billiton Plc Fully Paid Ordinary Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,358,359,496 2,231,121,202 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes È No ‘ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ‘ No È Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes È No ‘ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ‘ No ‘ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer È Accelerated filer ‘ Non-accelerated filer ‘ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP ‘ International Financial Reporting Standards as issued by the International Accounting Standards Board È Other ‘ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ‘ Item 18 ‘ If this is an annual report, indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ‘ No È

1	Key information . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
1.1	Our business . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
1.2	Chairman’s Review . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
1.3	Chief Executive Officer’s	Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
1.4	Selected key measures . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
1.5	Risk factors . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
1.6	Forward looking statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		12
2	Information on the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		14
2.1	BHP Billiton locations .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
2.2	Business overview . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
2.3	Production . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	72
2.4	Marketing . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	77
2.5	Minerals exploration . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	78
2.6	Resource and Business Optimisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		78
2.7	Government regulations	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	78
2.8	Sustainable Development—Health, Safety, Environment and Community . . . . . . . . . . . . . . . . . . . . . .		82
2.9	Closure and rehabilitation	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	84
2.10	Employees . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	84
2.11	Organisational structure	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	86
2.12	Material contracts . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	88
2.13	Constitution . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	88
2.14	Reserves . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	94
3	Operating and financial	review and prospects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	109
3.1	Introduction . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	109
3.2	Our strategy . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	110
3.3	Key measures . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	111
3.4	External factors and trends affecting our results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		114
3.5	Application of critical accounting policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		119
3.6	Operating results . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	119
3.7	Liquidity and capital resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		139
3.8	Off-balance sheet arrangements and contractual commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		145
3.9	Subsidiaries and related party transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		145
3.10	Significant changes . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	145
4	Board of Directors and Group Management Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		146
4.1	Board of Directors . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	146
4.2	Group Management Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		153
5	Corporate Governance Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		155
5.1	Governance at BHP Billiton . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		155
5.2	Shareholder engagement	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	156
5.3	Board of Directors . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	157
5.4	Board of Directors—Review, re-election and renewal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		165
5.5	Board Committees . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	168
5.6	Risk management . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	175
5.7	Management . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	177
5.8	Business conduct . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	178
5.9	Market disclosure . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	179
5.10	Conformance with corporate governance standards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		179
5.11	Additional UK disclosure	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	181
5.12	Controls and procedures	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	181

6	Remuneration Report . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	183
6.1	Remuneration policy and structure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			183
6.2	Summary of remuneration for Marius Kloppers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			185
6.3	Remuneration and performance		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	186
6.4	Non-executive Directors . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	192
6.5	Remuneration Committee .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	193
6.6	Remuneration in detail . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	194
6.7	Bonus amount for petroleum	executives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		207
7	Directors’ Report . . . . . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	208
7.1	Principal activities, state of affairs and business review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			208
7.2	Share capital and buy-back programs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			209
7.3	Results, financial instruments and		going concern . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	210
7.4	Directors . . . . . . . . . . . . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	211
7.5	Remuneration and share interests		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	211
7.6	Secretaries . . . . . . . . . . . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	212
7.7	Indemnities and insurance .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	212
7.8	Employee policies and involvement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			213
7.9	Environmental performance	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	213
7.10	Corporate Governance . . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	214
7.11	Dividends . . . . . . . . . . . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	214
7.12	Auditors . . . . . . . . . . . . . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	214
7.13	Non-audit services . . . . . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	214
7.14	Value of land . . . . . . . . . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	214
7.15	Political and charitable donations		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	214
7.16	Exploration, research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			215
7.17	Creditor payment policy . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	215
7.18	Class order . . . . . . . . . . . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	215
7.19	Proceedings on behalf of BHP Billiton Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			215
7.20	Directors’ shareholdings . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	215
7.21	GMC members’ shareholdings (other than Directors) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			216
7.22	Performance in relation to environmental regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			217
7.23	Share capital, restrictions on	transfer of shares and other additional information . . . . . . . . . . . . . . . . . .		217
8	Legal proceedings . . . . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	218
9	Financial Statements . . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	222
10	Glossary . . . . . . . . . . . . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	223
10.1	Non-mining terms . . . . . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	223
10.2	Mining and mining-related terms		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	226
10.3	Units of measure . . . . . . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	228
11	Shareholder information	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	229
11.1	Markets . . . . . . . . . . . . . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	229
11.2	Share ownership . . . . . . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	229
11.3	Dividends . . . . . . . . . . . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	232
11.4	Share price information . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	233
11.5	Taxation . . . . . . . . . . . . . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	234
12	Exhibits . . . . . . . . . . . . . . .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	241

Form 20-F Cross Reference Table

Item Number 1. 2. 3. A B C D 4. A B C D 4A. 5. A B C D E F 6. A B C D E 7. A B C 8. A B 9. A B C D E F	Description Identity of directors, senior management and advisors Offer statistics and expected timetable Key Information Selected financial information Capitalisation and indebtedness Reasons for the offer and use of proceeds Risk factors Information on the company History and development of the company Business overview Organisational structure Property, plant and equipment Unresolved staff comments Operating and financial review and prospects Operating results Liquidity and capital resources Research and development, patents and licenses etc Trend information Off-balance sheet arrangements Tabular disclosure of contractual obligations Directors, senior management and employees Directors and senior management Compensation Board practices Employees Share ownership Major shareholders and related party transactions Major shareholders Related party transactions Interests of experts and counsel Financial Information Consolidated statements and other financial information Significant changes The offer and listing Offer and listing details Plan of distribution Markets Selling shareholders Dilution Expenses of the issue	Report section reference
		Not applicable Not applicable 1.4.1 Not applicable Not applicable 1.5 2.2.1, 2.2.2 to 2.2.10, 2.3, 2.11 and 3 1, 2.2 to 2.9 and 3.1 2.11 and Note 27 to the Financial Statements 2.1, 2.2.2 to 2.2.10, 2.3, 2.8, 2.14 and 3.7.2 None 1.5, 2.7, 3.4, 3.6 3.7 2.5 and 2.6 3.4.1 to 3.4.7 3.8 and Notes 23 and 24 to the Financial Statements 3.8 and Notes 23 and 24 to the Financial Statements 4.1 and 4.2 6 4.1, 4.2, 5.1 to 5.12, 6.3, 6.4 and 6.6 2.10 and 7.8 6, 7.8, 7.20 and 7.21 11.2 3.9 and Note 33 to the Financial Statements Not applicable 8, 11.3 and F-1 to F-106 3.10 11.4 Not applicable 11.1 Not applicable Not applicable Not applicable

iii

Item Number 10. A B C D E F G H I 11. 12. 13. 14. 15. 16. A B C D E F G 17. 18. 19.	Description Additional Information Share capital Memorandum and articles of association Material contracts Exchange controls Taxation Dividends and paying agents Statement by experts Documents on display Subsidiary information Quantitative and qualitative disclosures about market risk Description of securities other than equity securities Defaults, dividend arrearages and delinquencies Material modifications to the rights of security holders and use of proceeds Controls and procedures Audit committee financial expert Code of ethics Principal accountant fees and services Exemptions from the listing standards for audit committees Purchases of equity securities by the issuer and affiliated purchasers Change in Registrant’s Certifying Accountant Corporate Governance Financial statements Financial statements Exhibits	Report section reference
		Not applicable 2.7.3 and 2.13 2.12 2.7.3 11.5 Not applicable Not applicable 2.13.14 3.9 and Note 27 to the Financial Statements 3.7.4 and Note 30 to the Financial Statements Not applicable There have been no defaults, dividend arrearages or delinquencies There have been no material modifications to the rights of security holders and use of proceeds since our last Annual Report 5.5.1 and 5.12 4.1 and 5.5.1 5.8 5.12.2 and Note 36 to the Financial Statements Not applicable 7.2 Not applicable 5.10 Not applicable as Item 18 complied with F-1 to F-106 , Exhibit 15.1 12

1 Key information 1.1 Our business

We are the world’s largest diversified natural resources company. Our corporate objective is to create longterm value for shareholders through the discovery, development and conversion of natural resources, and the provision of innovative customer and market-focused solutions.

We pursue this objective through our unchanged strategy of investing in ‘tier one’ assets that are large, low-cost and long-life to provide a balanced portfolio of export-oriented commodities:

steelmaking products—iron ore, metallurgical coal, manganese
non-ferrous products—copper, aluminium, nickel, diamonds
energy products—petroleum, liquefied natural gas (LNG), energy coal, uranium.

We continue to invest in the future and have a deep inventory of growth assets.

Our operations and investments are designed to ensure the Group remains stable in the long term and responsive to market volatility in the short term.

The Group is headquartered in Melbourne, Australia, and consists of the BHP Billiton Limited Group and the BHP Billiton Plc Group as a combined enterprise, following the completion of the Dual Listed Company (DLC) merger in June 2001. BHP Billiton Limited and BHP Billiton Plc have each retained their separate corporate identities and maintained their separate stock exchange listings, but they are operated and managed as if they are a single unified economic entity, with their boards and senior executive management comprising the same people.

BHP Billiton Limited has a primary listing on the Australian Securities Exchange (ASX) in Australia. It has secondary listings on the Frankfurt Stock Exchange in Germany and the Swiss Stock Exchange in Switzerland and has notified its intention to delist from both these exchanges. We expect to complete these delistings in 2010. BHP Billiton Plc has a primary listing on the London Stock Exchange (LSE) in the UK and a secondary listing on the Johannesburg Stock Exchange in South Africa. In addition, BHP Billiton Limited American Depositary Receipts (ADRs) and BHP Billiton Plc ADRs trade on the New York Stock Exchange (NYSE) in the US.

As at 30 June 2009, we had a market capitalisation of approximately US$144 billion. For the year ended 30 June 2009, we reported net operating cash flow of US$18.9 billion, net profit attributable to shareholders of US$5.9 billion and revenue of US$50.2 billion. We have approximately 99,000 employees and contractors working in more than 100 operations in over 25 countries.

We operate nine businesses, called Customer Sector Groups (CSGs), which are aligned with the commodities we extract and market:

Petroleum
Aluminium
Base Metals
Diamonds and Specialty Products
Stainless Steel Materials
Iron Ore
Manganese
Metallurgical Coal
Energy Coal

1.2 Chairman’s Review

By any measure, this has been an extraordinary year.

The global financial crisis has created the worst business environment the world has faced in more than 60 years. World economic activity contracted dramatically and commodity prices fell sharply. Accompanying this, volatility has been high and should remain for the immediate future. While the global economy is showing signs of stabilising, the large developed economies are not expected to show real growth until at least the end of 2010.

BHP Billiton’s strategy has served us well during these volatile times. Since the merger of BHP and Billiton in 2001, we have focused on a few key fundamentals. These include owning and operating large, lowcost, long-life tier one assets; a commitment to a solid ‘A’ credit rating; a deep inventory of growth projects; and working hard to be leaders in safety, environmental management and community engagement.

While low commodity prices and less demand for our products led to a fall in profits, our resolute focus on our long-term strategy delivered record operating cash flow of almost US$19 billion, profit from operations, excluding exceptional items, of US$18.2 billion, and margins on this profit of more than 40 per cent. Dividends were increased by 17.1 per cent to 82 US cents per share. We have enviable balance sheet strength. At 30 June 2009, gearing was 12.1 per cent and we have an ‘A’ credit rating with significant funding capacity.

Despite producing strong operating and financial performance during a challenging year, our safety performance was simply unacceptable. This year, we had seven fatalities. The death of a family member at work has a devastating and long-lasting impact not only on the immediate family, but also on a wide community of relatives, friends and work colleagues. The Board has reinforced its emphasis on management creating a workplace free of injury.

In environmental management, the immediate issue facing the world is climate change. BHP Billiton shares the view that mainstream science is correct in drawing attention to the high risks associated with unmitigated climate change. However, we also believe that the problem is solvable and strongly support a global regime that is endorsed by both developed and major developing countries and provides the clarity and stability necessary to allow investment in carbon abatement activities to occur. We are determined to play our part and see business leadership as part of our role in achieving low carbon growth. To this end, we support key initiatives like the establishment of binding commitments for all developed and major developing countries.

We remain committed to prudently investing for the future. This is reflected in the agreement we signed with Rio Tinto in June this year to create an iron ore production joint venture in Western Australia. This joint venture represents a significant, strategic investment for the Group that provides us with the opportunity to capture significant synergies that can only come through this unique partnership. The agreement is non-binding and pre-conditions for its formation include regulatory, relevant governmental and shareholder approvals from both Rio Tinto and BHP Billiton shareholders.

Our ability to fund opportunities like these and the Group’s consistent, solid financial performance during this period is testament to the ability of Marius Kloppers and his team. Over the past five years, we have delivered Total Shareholder Returns[(1)] of 220 per cent, outperforming the FTSE 100, ASX 100 and our peers. There are very few companies in any sector with such solid financial and operating strength.

Clearly, as a Board, we have a responsibility to shareholders to ensure we attract, develop and retain the talented people we need to run our business. The way we reward and recognise those people is an important part of how we do this. Our reward and recognition arrangements are set out in the Remuneration Report. From your

(1) Weighted three month average US$ Total Shareholder Returns (TSR) of BHP Billiton Limited and BHP Billiton Plc. TSR reflects the changes in share price plus dividends over the period.

Board’s point of view, the critical issue is that shareholders have the ability to fully understand remuneration arrangements, to monitor them and to express their opinion on their value. Aligning executive remuneration with shareholder value creation is fundamental.

Our program of Board renewal continued this year. David Jenkins, after nine years on the Board, will retire after the Annual General Meetings. David has made an outstanding contribution to the work of the Board; and on your behalf, I would like to thank David and wish him well for the future.

We also appointed Wayne Murdy as a non-executive Director. Wayne’s experience will be invaluable to your Board given his background as Chairman and Chief Executive Officer of Newmont Mining Corporation and 30 years’ experience in the mining and petroleum industries.

We remain committed to achieving the highest level of governance and continue to believe that there is a fundamental link between high-quality governance and the creation of shareholder value. We also recognise that governance is not just a matter for the Board, but that a good governance culture must be fostered throughout the Group.

Undoubtedly, the past year has been difficult. The economic landscape has changed and organisations have had to adjust to meet these unprecedented economic challenges. In many sectors of the economy we have witnessed quite dramatic falls in demand, and there have been large cutbacks in production across the commodities sector. We were not immune from this. We reduced production levels from many of our operations in response to the lower global commodities demand and in some instances also made difficult decisions to indefinitely suspend or close operations.

Looking ahead, economies around the world are responding to government-driven economic stimulus packages, the impact of which is difficult to measure; and consequently, there remains a level of uncertainty about the rate of economic growth over the short term. Having said that, there is evidence in the US, UK, Europe and Australia of increasing stability in financial systems and economies.

China, which has been the major source of demand for commodities in 2009, is showing early signs of improvement, providing strong support for short-term economic growth.

Over the longer term, we believe that emerging economies such as China and India will contribute the majority of world economic growth as they continue to industrialise, which will see demand for commodities continue to grow.

BHP Billiton maintains its unique position in the resources industry. We are able to generate above average returns in this part of the cycle, continue to invest in growth and are well-placed to take advantage of any upturn.

Finally, this will be my last report to you as Chairman.

Jac Nasser will succeed me when I retire. It is your Directors’ view that the choice of the Chairman is the responsibility of the Board. This is why, over the past 18 months, the Board itself has conducted the succession process for the new Chairman and when the Board met, John Buchanan, the Senior Independent Director for BHP Billiton Plc, chaired the meetings. Jac has outstanding skills and experience and will be an excellent Chairman. To ensure an orderly transition, the Board has asked me to stand for re-election at the upcoming Annual General Meetings, although I will not serve a full term and expect to retire from the Board in early 2010.

I want to acknowledge and sincerely thank you, our shareholders, for your support over the 13 years I have been on the BHP Billiton Board and my 10 years as Chairman. It has always been my underpinning principle to respect shareholders as the owners of the Company, as it is to you that I am accountable for the governance and performance of BHP Billiton. It has been an outstanding highlight in my life and an extraordinary privilege to serve you as Chairman.

1.3 Chief Executive Officer’s Report

The 2009 financial year was an interesting one as it was divided into distinct periods—the first with rapid growth in demand for products at record prices, and the second in which a global de-stocking cycle, following the global financial crisis, resulted in diminished demand and lower prices.

With aggressive growth plans following the preceding year’s record world economic growth in our industry, many of our peers and other companies were forced to make an about-turn in strategy in response to the global economic downturn. In many cases, long-term value was sacrificed as a result of short-term pressures.

While the shift in demand and prices also presented challenges for BHP Billiton, our long-standing strategy of focusing on a diversified portfolio of tier one, low-cost, long-life assets, allowed us to continue to focus on the long-term creation of value, in line with our corporate objective.

Safety

Our workforce contains many talented people who help make this Group what it is today: a premier global organisation. Given this, I am personally deeply saddened to report that this year seven deaths occurred at our operations. Any injury is unacceptable and these fatalities highlight the need to do more as an organisation to protect the health and safety of our people. To this end, we have undertaken a variety of measures, which have included reviews of our management procedures and safety systems.

Encouragingly, seven of our Customer Sector Groups reported improvements in Total Recordable Injury Frequency performance ranging from seven to 44 per cent. Twenty-four BHP Billiton sites completed 12 months of operations without a Lost Time Injury. In aggregate, this amounts to more than 23 million hours of work without a Lost Time Injury. Our challenge is to replicate this performance throughout our business and we must remain diligent in continuing our work towards zero workplace injuries.

Managing through the cycle

I have already stated that during the year, we stayed true to our strategy of focusing on long-term value creation. Operationally, however, we continued to seek ways that allow us to be responsive in the short term. For example, very early on in the global financial crisis and consistent with the way we have always managed our business, we reiterated our commitment to taking swift action in any operation that was cash negative and set to remain so, or for which we did not have sufficient customers for the particular product.

We acted quickly to curtail production across our metallurgical coal, manganese, nickel and iron ore pellet operations. Disappointingly, this slowdown in demand, coupled with the dramatic fall in nickel prices, led to the indefinite suspension of our Ravensthorpe operation in Western Australia. I can assure you that these decisions were carefully considered and that we are ever mindful of the effects on everyone involved.

While difficult decisions to reduce staff numbers were taken in some areas, we have continued to implement programs that work to attract and retain skilled people. For example, in May we announced the introduction of uniform, minimum paid parental leave benefits across our operations. The introduction of this initiative actively encourages broad inclusion in the workplace, which we believe will ultimately give us a strong competitive edge.

The strong cash flow from our existing portfolio along with low levels of financial gearing, enabled us to continue with our stated strategy of investing in our business throughout the cycle, with another four projects constituting US$5.9 billion of investment being approved during the year. Together with previously approved projects it brings our pipeline of projects in execution to approximately US$14 billion. We intend to invest approximately US$10 billion in capital and exploration expenditure in FY2010.

Additionally, our strong cash flow and low gearing enabled us to contemplate other non-organic growth opportunities. In this regard, we are very pleased with the recent non-binding agreement with Rio Tinto to combine our iron ore businesses in Western Australia in a 50-50 owned production joint venture. This joint venture will see us invest a further US$5.8 billion in this business beyond the already sanctioned projects.

Looking ahead

The major economies are starting to rebuild their inventories in sequence, led by an early recovery in China; and we may see a more predictable demand scenario for our products in the coming financial year. However, we do not expect a return to the same buoyant demand conditions that prevailed before the global financial crisis, or a return to record global growth rates within our forecasting horizon.

Given that China represents approximately 20 per cent of BHP Billiton’s revenue, and up to 50 per cent of the world’s raw material consumption, it merits additional comment. China’s reduction of lending controls in November 2008 has facilitated an increase in real estate and mortgage lending, which in turn has supported an increase in construction and increased demand for products we supply. Also, the infrastructure stimulus measures announced to improve China’s rail, road and air transport links will, in due course, create a need for raw materials. Therefore, we expect the resource intensive nature of Chinese growth to substantially drive global raw materials consumption. The investment plans that I detailed earlier will continue to supply product to meet this demand.

On a final note, I wish to thank all of BHP Billiton’s employees and contractors for their continued commitment, which has enabled the Group to deliver value in very challenging times.

In summary, our Group remains in an enviable position in its industry. Our low gearing, strong cash flow and portfolio of investment options positions us well to create value from the long-term demand for our commodities.

1.4 Selected key measures 1.4.1 Financial information

Our selected financial information reflects the operations of the BHP Billiton Group, and should be read in conjunction with the 2009 financial statements, together with the accompanying notes.

We prepare our financial statements in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board, and as outlined in note 1 ‘Accounting policies’ to the financial statements in this Annual Report. We publish our consolidated financial statements in US dollars.

Consolidated Income Statement (US$M except per share data) Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Profit from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Profit attributable to members of BHP Billiton Group . . . . . . . Dividends per ordinary share—paid during the period (US cents) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends per ordinary share—declared in respect of the period (US cents) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Earnings per ordinary share (basic) (US cents) (b) . . . . . . . . . . . Earnings per ordinary share (diluted) (US cents) (b) . . . . . . . . . . Number of ordinary shares (millions) —At period end . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Weighted average . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Balance Sheet (US$M) Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total equity attributable to members of BHP Billiton Group . . Other financial information Underlying EBIT (US$M) (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . Net operating cash flow (US$M) . . . . . . . . . . . . . . . . . . . . . . . . Gearing (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 50,211 12,160 5,877 82.0 82.0 105.6 105.4 5,589 5,565 5,598 78,770 2,861 39,954 18,214 18,863 12.1%	2008 59,473 24,145 15,390 56.0 70.0 275.3 274.8 5,589 5,590 5,605 76,008 2,861 38,335 24,282 17,817 17.8%	2007 (a) 47,473 19,724 13,416 38.5 47.0 229.5 228.9 5,724 5,846 5,866 61,404 2,922 29,667 20,067 15,957 25.0%	2006 (a) 39,099 15,716 10,450 32.0 36.0 173.2 172.4 5,964 6,035 6,066 51,343 3,242 24,218 15,277 11,325 27.2%	2005 (a) 31,150 9,810 6,396 23.0 28.0 104.4 104.0 6,056 6,124 6,156 45,077 3,363 17,575 9,921 9,117 35.8%

(a) On 1 July 2007, the Group adopted the policy of recognising its proportionate interest in the assets, liabilities, revenues and expenses of jointly controlled entities within each applicable line item of the financial statements. All such interests were previously recognised using the equity method. Comparative figures for the years 2007 to 2005 that were affected by the policy change have been restated. Total assets for 2006 and 2005, Profit from operations for 2005 and Net operating cash flow for 2005 have been restated but are unaudited.
(b) The calculation of the number of ordinary shares used in the computation of basic earnings per share is the aggregate of the weighted average number of ordinary shares outstanding during the period of BHP Billiton Limited and BHP Billiton Plc after deduction of the number of shares held by the Billiton share repurchase scheme and the Billiton Employee Share Ownership Plan Trust and the BHP Bonus Equity Plan Trust and adjusting for the BHP Billiton Limited bonus share issue. Included in the calculation of fully diluted earnings per share are shares contingently issuable under Employee Share Ownership Plans.
(c) Underlying EBIT is profit from operations, excluding the effect of exceptional items. See section 3.6.1 for more information about this measure, including a reconciliation to profit from operations.
(d) See section 10 for glossary definitions.

1.4.2 Operational information

Our Board and Group Management Committee monitor a range of financial and operational performance indicators, reported on a monthly basis, to measure performance over time. We also monitor a comprehensive set of health, safety, environment and community contribution indicators.

People and Licence to operate—Health, safety, environment and community Total Recordable Injury Frequency (TRIF) (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Community investment (US$M) (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Production Total petroleum products (million barrels of oil equivalent) . . . . . . . . . . . . . . . . . . Alumina (’000 tonnes) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Aluminium (’000 tonnes) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Copper cathode and concentrate (’000 tonnes) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nickel (’000 tonnes) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Iron ore (’000 tonnes) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Metallurgical coal (’000 tonnes) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Energy coal (’000 tonnes) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 2008 5.6 5.9 197.8 (b) 141.0 137.19 129.50 4,396 4,554 1,233 1,298 1,207.1 1,375.5 173.1 167.9 114,415 112,260 36,416 35,193 68,206 80,868	2007
		7.4 103.4 116.19 4,460 1,340 1,250.1 187.2 99,424 38,429 87,025

(a) See section 10 for glossary definitions.
(b) In FY2009 we established a new UK-based charitable company, BHP Billiton Sustainable Communities, registered with the UK Charities Commission for the purpose of funding community investment globally. In FY2009 our voluntary community contribution included the provision of US$60 million to BHP Billiton Sustainable Communities.

1.5 Risk factors

We believe that, because of the international scope of our operations and the industries in which we are engaged, there are numerous factors which may have an effect on our results and operations. The following describes the material risks that could affect the BHP Billiton Group.

Fluctuations in commodity prices and impacts of the global financial crisis may negatively impact our results

The prices we obtain for our oil, gas, minerals and other commodities are determined by, or linked to, prices in world markets, which have historically been subject to substantial variations. The Group’s usual policy is to sell its products at the prevailing market prices. The diversity provided by the Group’s broad portfolio of commodities may not fully insulate the effects of price changes. Fluctuations in commodity prices can occur due to sustained price shifts reflecting underlying global economic and geopolitical factors, industry demand and supply balances, product substitution and national tariffs. The global financial crisis has severely impacted commodity markets in terms of lower prices, reduced demand and increased price volatility. The ongoing uncertainty and impact on global economic growth, particularly in the developed economies, may impact future demand and prices for commodities. The influence of hedge and other financial investment funds participating in commodity markets has increased in recent years contributing to higher levels of price volatility. The impact of potential longer-term sustained price shifts and shorter-term price volatility creates the risk that our financial and operating results and asset values will be materially and adversely affected by unforeseen declines in the prevailing prices of our products.

We seek to maintain a solid ‘A’ credit rating as part of our strategy. Notwithstanding our financial and capital management programs the ongoing effects of the global financial crisis may impact our future cash flows and credit rating.

Our profits may be negatively affected by currency exchange rate fluctuations

Our assets, earnings and cash flows are influenced by a wide variety of currencies due to the geographic diversity of the countries in which we operate. Fluctuations in the exchange rates of those currencies may have a significant impact on our financial results. The US dollar is the currency in which the majority of our sales are denominated. Operating costs are influenced by the currencies of those countries where our mines and processing plants are located and also by those currencies in which the costs of imported equipment and services are determined. The Australian dollar, South African rand, Chilean peso, Brazilian real and US dollar are the most important currencies influencing our operating costs. Given the dominant role of the US currency in our affairs, the US dollar is the currency in which we present financial performance. It is also the natural currency for borrowing and holding surplus cash. We do not generally believe that active currency hedging provides longterm benefits to our shareholders. We may consider currency protection measures appropriate in specific commercial circumstances, subject to strict limits established by our Board. Therefore, in any particular year, currency fluctuations may have a significant impact on our financial results.

Failure to discover new reserves, maintain or enhance existing reserves or develop new operations could negatively affect our future results and financial condition

The increased demand for our products and increased production rates from our operations in recent years has resulted in existing reserves being depleted at an accelerated rate. Because our revenues and profits are related to our oil and gas and minerals operations, our results and financial conditions are directly related to the success of our exploration and acquisition efforts, and our ability to replace existing reserves. The depletion of reserves has necessitated increased exploration adjacent to established operations and development of new operations in less-developed countries. Additionally these activities may increase land tenure, infrastructure and related political risks. A failure in our ability to discover new reserves, enhance existing reserves or develop new operations in sufficient quantities to maintain or grow the current level of our reserves could negatively affect our results, financial condition and prospects.

There are numerous uncertainties inherent in estimating ore and oil and gas reserves, and geological, technical and economic assumptions that are valid at the time of estimation may change significantly when new information becomes available. The impacts of the global financial crisis may impact economic assumptions related to reserve recovery and require reserve restatements. Reserve restatements could negatively affect our reputation, results, financial condition and prospects.

Reduction in Chinese demand may negatively impact our results

The Chinese market has become a significant source of global demand for commodities. In calendar year 2008, China represented 49 per cent of global seaborne iron ore demand, 28 per cent of copper demand, 28 per cent of nickel demand and 18 per cent of energy demand. China’s demand for these commodities has been driving global materials demand over the past decade.

The strong economic growth and infrastructure development in China of recent years has been tempered by the global financial crisis. Sales into China generated US$9.9 billion (FY2008: US$11.7 billion), or 19.7 per cent (FY2008: 19.6 per cent), of our revenue in the year ended 30 June 2009. A continued slowing in China’s economic growth could result in lower prices and demand for our products and therefore reduce our revenues. In response to its increased demand for commodities, China is increasingly seeking strategic selfsufficiency in key commodities, including investments in existing businesses or new developments in other countries. These investments may adversely impact future commodity demand and supply balances and prices.

Actions by governments or political events in the countries in which we operate could have a negative impact on our business

We have operations in many countries around the globe, some of which have varying degrees of political and commercial stability. We operate in emerging markets, which may involve additional risks that could have

an adverse impact upon the profitability of an operation. These risks could include terrorism, civil unrest, nationalisation, renegotiation or nullification of existing contracts, leases, permits or other agreements, and changes in laws and policy, as well as other unforeseeable risks. Risks relating to bribery and corruption may be prevalent in some of the countries in which we operate. If one or more of these risks occurs at one of our major projects, it could have a negative effect on the operations in those countries as well as the Group’s overall operating results and financial condition.

Our business could be adversely affected by new government regulation, such as controls on imports, exports and prices, new forms or rates of taxation and royalties. Increasing requirements relating to regulatory, environmental and social approvals can potentially result in significant delays in construction and may adversely impact upon the economics of new mining and oil and gas projects, the expansion of existing operations and results of our operations.

Infrastructure such as rail, ports, power and water, is critical to our business operations. We have operations or potential development projects in countries where government provided infrastructure or regulatory regimes for access to infrastructure, including our own privately operated infrastructure, may be inadequate or uncertain. These may adversely impact the efficient operations and expansion of our businesses.

In South Africa, the Mineral and Petroleum Resources Development Act (2002) (MPRDA) came into effect on 1 May 2004. The law provides for the conversion of existing mining rights (so called ‘Old Order Rights’) to rights under the new regime (‘New Order Rights’) subject to certain undertakings to be made by the company applying for such conversion. The Mining Charter requires that mining companies achieve 15 per cent ownership by historically disadvantaged South Africans of South African mining assets by 1 May 2009 and 26 per cent ownership by 1 May 2014. If we are unable to convert our South African mining rights in accordance with the MPRDA and the Mining Charter, we could lose some of those rights. Where new order mining rights are obtained under the MPRDA, these rights may not be equivalent to the old order mining rights in terms of duration, renewal, rights and obligations.

We operate in several countries where ownership of land is uncertain and where disputes may arise in relation to ownership. In Australia, the Native Title Act (1993) provides for the establishment and recognition of native title under certain circumstances. In South Africa, the Extension of Security of Tenure Act (1997) and the Restitution of Land Rights Act (1994) provide for various landholding rights. Such legislation could negatively affect new or existing projects.

We may not be able to successfully integrate our acquired businesses

We have grown our business in part through acquisitions. We expect that some of our future growth will stem from acquisitions. There are numerous risks encountered in business combinations. These include adverse regulatory conditions and obligations, commercial objectives not achieved due to minority interests, unforeseen liabilities arising from the acquired businesses, retention of key staff, anticipated synergies and cost savings being delayed or not being achieved, uncertainty in sales proceeds from planned divestments, and planned expansion projects are delayed or higher cost than anticipated. These factors could negatively affect our financial condition and results of operations.

We may not recover our investments in mining and oil and gas projects

Our operations may be impacted by changed market or industry structures, commodity prices, technical operating difficulties, inability to recover our mineral, oil or gas reserves and increased operating cost levels. These may impact the ability for assets to recover their historical investment and may require financial writedowns adversely impacting our financial results.

Our non-controlled assets may not comply with our standards

Some of our assets are controlled and managed by joint venture partners or by other companies. Some joint venture partners may have divergent business objectives which may impact business and financial results. Management of our non-controlled assets may not comply with our management and operating standards, controls and procedures (including health, safety, environment). Failure to adopt equivalent standards, controls and procedures at these assets could lead to higher costs and reduced production and adversely impact our results and reputation.

Operating cost pressures and shortages could negatively impact our operating margins and expansion plans

The strong commodity cycle of past years led to increasing cost pressures across the resources industry and shortages in skilled personnel, contractors, materials and supplies that are required as critical inputs to our existing operations and planned developments. Recent rapid declines in commodity prices without commensurate cost declines have resulted in operating margins being reduced. Notwithstanding our efforts to reduce costs and a number of key cost inputs being commodity price-linked, the inability to reduce costs and a timing lag may impact our operating margins for an extended period.

Changing industrial relations legislation such as the Australian Fair Work Act 2009 may impact workforce flexibility, productivity and costs. Labour unions may seek to pursue claims under the new framework. Industrial action may impact our operations resulting in lost production and revenues.

A number of our operations are energy or water intensive and, as a result, the Group’s costs and earnings could be adversely affected by rising costs or by supply interruptions. These could include the unavailability of energy, fuel or water due to a variety of reasons, including fluctuations in climate, significant increase in costs, inadequate infrastructure capacity, interruptions in supply due to equipment failure or other causes and the inability to extend supply contracts on economical terms.

These factors have led, and could continue to lead, to increased operating costs at existing operations.

Increased costs and schedule delays may impact our development projects

Although we devote significant time and resources to our project planning, approval and review process, we may underestimate the cost or time required to complete a project. In addition, we may fail to manage projects as effectively as we anticipate, and unforeseen challenges may emerge. Any of these may result in increased capital costs and schedule delays at our development projects impacting anticipated financial returns.

Health, safety, environmental and community exposures and related regulations may impact our operations and reputation negatively

The nature of the industries in which we operate means that our activities are highly regulated by health, safety and environmental laws. As regulatory standards and expectations are constantly developing, we may be exposed to increased litigation, compliance costs and unforeseen environmental remediation expenses.

Potential health, safety, environmental and community events that may materially impact our operations include rockfall incidents in underground mining operations, aircraft incidents, light vehicle incidents, explosions or gas leaks, incidents involving mobile equipment, uncontrolled tailings breaches, escape of polluting substances, community protests or civil unrest.

Longer-term health impacts may arise due to unanticipated workplace exposures by employees or site contractors. These effects may create future financial compensation obligations.

We provide for operational closure and site remediation. We have closure plans for all of our operating and closed facilities. Changes in regulatory or community expectations may result in the relevant plans not being adequate. This may impact financial provisioning and costs at the affected operations.

We contribute to the communities in which we operate by providing skilled employment opportunities, salaries and wages, taxes and royalties and community development programs. Notwithstanding these actions, local communities may become dissatisfied with the impact of our operations, potentially affecting costs and production, and in extreme cases viability.

Legislation requiring manufacturers, importers and downstream users of chemical substances, including metals and minerals, to establish that the substances can be used without negatively affecting health or the environment may impact our operations and markets. These potential compliance costs, litigation expenses, regulatory delays, remediation expenses and operational costs could negatively affect our financial results.

We may continue to be exposed to increased operational costs due to the costs and lost time associated with the HIV/AIDS and malaria infection rate mainly within our African workforce. Because we operate globally, we may be affected by potential influenza outbreaks, such as A(H1N1) and avian flu, in any of the regions in which we operate.

Despite our best efforts and best intentions, there remains a risk that health, safety, environmental and/or community incidents or accidents may occur that may negatively impact our reputation or licence to operate.

Unexpected natural and operational catastrophes may impact our operations

We operate extractive, processing and logistical operations in many geographic locations both onshore and offshore. Our operational processes and geographic locations may be subject to operational accidents such as port and shipping incidents, fire and explosion, pitwall failures, loss of power supply, railroad incidents and mechanical failures. Our operations may also be subject to unexpected natural catastrophes such as earthquakes, flood, hurricanes and tsunamis. Based on our claims, insurance premiums and loss experience, our risk management approach changed during the year to maintaining self-insurance for property damage and business interruption related risk exposures. Existing business continuity plans may not provide protection for all of the costs that may arise from such events. The impact of these events could lead to disruptions in production and loss of facilities more than offsetting premiums saved and adversely affecting our financial results.

Climate change and greenhouse effects may adversely impact our operations and markets

We are a major producer of carbon-related products such as energy and metallurgical coal, oil, gas, and liquefied natural gas. Carbon based energy is also a significant input in a number of the Group’s mining and processing operations.

A number of governments or governmental bodies have introduced or are contemplating regulatory change in response to the impacts of climate change. The December 1997 Kyoto Protocol established a set of greenhouse gas emission targets for developed countries that have ratified the Protocol. The European Union Emissions Trading System (EU ETS), which came into effect on 1 January 2005, has had an impact on greenhouse gas and energy-intensive businesses based in the EU. Our Petroleum assets in the UK are currently subject to the EU ETS, as are our EU based customers. Elsewhere, there is current and emerging climate change regulation that will affect energy prices, demand and margins for carbon intensive products. The Australian Government’s plan of action on climate change includes the introduction of a national emissions trading scheme by 2011 and a mandatory renewable energy target of 20 per cent by the year 2020. From a medium- to long-term perspective, we are likely to see some changes in the cost position of our greenhouse-gas-intensive assets and energyintensive assets as a result of regulatory impacts in the countries in which we operate. These regulatory mechanisms may impact our operations directly or indirectly via our suppliers and customers. Inconsistency of

regulations particularly between developed and developing countries may also change the competitive position of some of our assets. Assessments of the potential impact of future climate change regulation are uncertain given the wide scope of potential regulatory change in the many countries in which we operate.

The physical impacts of climate change on our operations are highly uncertain and will be particular to the geographic circumstances. These may include changes in rainfall patterns, water shortages, rising sea levels, increased storm intensities and higher average temperature levels. These effects may adversely impact the cost, production and financial performance of our operations.

Our human resource talent pool may not be adequate to support our growth

Our existing operations and our pipeline of development projects, when activated, require highly skilled staff with relevant industry and technical experience. The inability of the Group and industry to attract and retain such people may adversely impact our ability to adequately meet demand in projects and fill roles in existing operations. Skills shortages in engineering, technical service, construction and maintenance contractors may impact activities. These shortages may adversely impact the cost and schedule of development projects and the cost and efficiency of existing operations.

Breaches in our information technology (IT) security processes may adversely impact the conduct of our business activities

We maintain global IT and communication networks and applications to support our business activities. IT security processes protecting these systems are in place and subject to assessment as part of the review of internal control over financial reporting. These processes may not prevent future malicious action or fraud by individuals or groups, resulting in the corruption of operating systems, theft of commercially sensitive data, misappropriation of funds and disruptions to our business operations.

A breach in our governance processes may lead to regulatory penalties and loss of reputation

We operate in a global environment straddling multiple jurisdictions and complex regulatory frameworks. Our governance and compliance processes, which include the review of control over financial reporting, may not prevent future potential breaches of law, accounting or governance practice. Our Code of Business Conduct and anti-trust standards may not prevent instances of fraudulent behaviour and dishonesty nor guarantee compliance with legal or regulatory requirements. This may lead to regulatory fines, litigation, loss of operating licences or loss of reputation.

1.6 Forward looking statements

This Annual Report contains forward looking statements, including statements regarding:

estimated reserves
trends in commodity prices
demand for commodities
plans, strategies and objectives of management
closure or divestment of certain operations or facilities (including associated costs)
anticipated production or construction commencement dates
expected costs or production output
anticipated productive lives of projects, mines and facilities
provisions and contingent liabilities.

Forward looking statements can be identified by the use of terminology such as ‘intend’, ‘aim’, ‘project’, ‘anticipate’, ‘estimate’, ‘plan’, ‘believe’, ‘expect’, ‘may’, ‘should’, ‘will’, ‘continue’ or similar words. These statements discuss future expectations concerning the results of operations or financial condition, or provide other forward looking statements.

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, and which may cause actual results to differ materially from those expressed in the statements contained in this Annual Report. Readers are cautioned not to put undue reliance on forward looking statements.

For example, our future revenues from our operations, projects or mines described in this Annual Report will be based, in part, upon the market price of the minerals, metals or petroleum produced, which may vary significantly from current levels. These variations, if materially adverse, may affect the timing or the feasibility of the development of a particular project or the expansion of certain facilities or mines.

Other factors that may affect the actual construction or production commencement dates, costs or production output and anticipated lives of operations, mines or facilities include our ability to profitably produce and transport the minerals, petroleum and/or metals extracted to applicable markets; the impact of foreign currency exchange rates on the market prices of the minerals, petroleum or metals we produce; activities of government authorities in some of the countries where we are exploring or developing these projects, facilities or mines, including increases in taxes, changes in environmental and other regulations and political uncertainty; and other factors identified in the description of the risk factors above.

We cannot assure you that our estimated economically recoverable reserve figures, closure or divestment of such operations or facilities, including associated costs, actual production or commencement dates, cost or production output or anticipated lives of the projects, mines and facilities discussed in this Annual Report, will not differ materially from the statements contained in this Annual Report.

Except as required by applicable regulations or by law, the Group does not undertake any obligation to publicly update or review any forward looking statements, whether as a result of new information or future events.

2 Information on the Company

2.1 BHP Billiton locations

We extract and process minerals, oil and gas from our production operations located primarily in Australia, the Americas and southern Africa. We sell our product globally with our marketing activities centralised in Singapore, The Hague and Antwerp.

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Petroleum

Ref 1 2 3 4 5 6 7 8 9 10 11	Country Algeria Algeria Australia Australia Australia Australia Pakistan Trinidad & Tobago UK UK US	Site/Asset Ohanet ROD Bass Strait Minerva North West Shelf Stybarrow/ Griffin Zamzama Greater Angostura Bruce/Keith Liverpool Bay Gulf of Mexico	Description Onshore wet gas development Onshore oil development, comprising development and production of six oil fields Production of oil, condensate, LPG, natural gas and ethane located in the Gippsland Basin, offshore southern Australia Operator of offshore gas field development in the Otway Basin of Victoria One of Australia’s largest resource projects, producing liquids, LNG and domestic gas located offshore northwestern Australia Operator of Stybarrow oil development and Griffin oil and gas development located offshore Western Australia Operator of onshore gas development in Sindh province Operator of oil and gas field located offshore east Trinidad Oil and gas production in the UK North Sea Operator of oil and gas developments in the Irish Sea Interests in several producing assets, including deepwater oil and gas production at: —Atlantis —Shenzi/Genghis Khan —Mad Dog —Neptune Additional other interests in producing assets and a significant exploration acreage position	Ownership
				45% 45% 50% 90% 8.33-16.67% 45-50% 38.5% 45% 16-31.83% 46.1% 44% 44% 23.9% 35% 4.95-100%

Aluminium

Ref 12 13 14 15 16 17 18	Country Australia Brazil Brazil Guinea Mozambique South Africa Suriname	Site/Asset Boddington/ Worsley Alumar MRN Guinea Alumina Project Mozal Hillside/ Bayside Paranam	Description Integrated bauxite mine and alumina refinery in Western Australia Integrated alumina refinery, aluminium smelter and port facilities in Maranhão province Bauxite mine in Pará province Integrated bauxite mine and alumina refiner (currently undertaking feasibility study) Aluminium smelter near Maputo Two aluminium smelters at Richards Bay Bauxite mines and alumina refinery *	Ownership
				86% 36-40% 14.8% 33.3% 47.1% 100% 45%

Asset sale completed 31 July 2009

Base Metals

Base Metals
Ref Country Site/Asset 19 Australia Cannington 20 Australia Olympic Dam 21 Chile Cerro Colorado 22 Chile Escondida 23 Chile Spence 24 Peru Antamina 25 US Pinto Valley Diamonds and Specialty Products Ref Country Site/Asset 26 Canada EKATI 27 Canada Potash 28 South Africa Richards Bay Minerals	Description Silver, lead and zinc mine in northwest Queensland Underground copper, uranium, gold and silver mine in South Australia Open-cut mine producing copper cathode in Atacama Desert, northern Chile Copper mines in Atacama Desert, northern Chile Open-cut mine producing copper cathode in Atacama Desert, northern Chile Copper and zinc mine located in the Andes, north-central Peru Copper mine located in the state of Arizona Description Diamond mine in Northwest Territories Greenfield potash projects near Saskatoon, Saskatchewan Integrated titanium smelter and mineral sands mine	Ownership
		100% 100% 100% 57.5% 100% 33.75% 100% Ownership
		80% 100% 50%

Stainless Steel Materials

Ref 29 30 31	Country Australia Australia Colombia	Site/Asset Nickel West Yabulu Refinery Cerro Matoso	Description Nickel assets including Mt Keith, Leinster and Cliffs operations, Kambalda nickel concentrator, Kalgoorlie nickel smelter, Kwinana nickel refinery, and Ravensthorpe nickel mine and processing facility Laterite nickel and cobalt processing plants northwest of Townsville * Integrated ferronickel mining and smelting complex in northern Colombia	Ownership
				100% 100% 99.94%

Asset sale completed 31 July 2009

Iron Ore

Ref 32 33	Country	Site/Asset Western Australia Iron Ore Samarco	Description Integrated mine, rail and port operations in the Pilbara Integrated mine, pipeline and port operations producing iron ore pellets in southeast Brazil	Ownership
	Australia Brazil			85-100% 50%

Manganese

Ref 34 35 36	Country Australia Australia South Africa	Site/Asset GEMCO TEMCO Samancor Manganese	Description Producer of manganese ore in the Northern Territory Producer of manganese alloys in Tasmania Integrated producer of manganese ore (Hotazel Manganese Mines), alloy (Metalloys) and manganese metal (Manganese Metal Company)	Ownership
				60% 60% 60%

Metallurgical Coal

Ref Country 37 Australia 38 Australia Energy Coal Ref Country 39 Australia 40 Colombia 41 South Africa 42 US	Site/Asset Illawarra Coal Queensland Coal Site/Asset Hunter Valley Energy Coal Cerrejón Energy Coal South Africa New Mexico Coal	Description Three underground coal mines in southern New South Wales with access to rail and port facilities Integrated mine, rail and port operations, including a loading terminal at Hay Point, in the Bowen Basin, central Queensland Description Mt Arthur Coal open-cut mine in Hunter Valley, New South Wales Export coal mine with integrated rail and port facilities in La Guajira province Three energy coal mines in Witbank region of Mpumalanga province Two mines in New Mexico supplying energy coal to adjacent power stations	Ownership
			100% 50-80% Ownership
			100% 33.3% 84-100% 100%

Offices

Ref 43 44 45 46 47 48 49 50 51 52 53 54 55 56	Country Australia Australia Australia Australia Australia Australia Belgium Brazil Canada Chile China Colombia Gabon India	Location Ref Adelaide‹ 57 Brisbane/ ‹ 58 Melbourne/ ‹ (Global Headquarters) 59 Newcastle‹ 60 Perth/ ‹� 61 Sydney/ 62 Antwerp‹ 63 Rio de Janeiro‹ 64 Vancouver/ 65 Santiago/ ‹� 66 Shanghai‹ 67 Cartagena‹ 68 Libreville� 69 New Delhi‹ 70	Country Indonesia Japan Netherlands New Caledonia Philippines Russia Singapore South Africa South Africa South Korea Switzerland UK US US	Location
				Jakarta‹ Tokyo‹ The Hague‹ Noumea‹ Manila‹ Moscow� Singapore‹� Johannesburg/ ‹� Richards Bay‹ Seoul‹ Baar‹ London/ Houston/ ‹ Pittsburgh‹

/ Corporate/Business Centres
‹ Marketing Offices
Minerals Exploration Offices

2.2 Business overview

2.2.1 History and development

Since 29 June 2001, we have operated under a Dual Listed Company (DLC) structure. Under the DLC structure, the two parent companies, BHP Billiton Limited (formerly BHP Limited and before that The Broken Hill Proprietary Company Limited) and BHP Billiton Plc (formerly Billiton Plc) operate as a single economic entity, run by a unified Board and management team. More details of the DLC structure are located under section 2.11 of this Report.

BHP Billiton Limited was incorporated in 1885 and is registered in Australia with ABN 49 004 028 077. BHP Billiton Plc was incorporated in 1996 and is registered in England and Wales with registration number 3196209. Successive predecessor entities to BHP Billiton Plc have operated since 1860.

The registered office of BHP Billiton Limited is 180 Lonsdale Street, Melbourne, Victoria 3000, Australia, and its telephone number is 1300 55 47 57 (within Australia) or +61 3 9609 3333 (outside Australia). The registered office of BHP Billiton Plc is Neathouse Place, London SW1V 1BH, UK, and its telephone number is +44 20 7802 4000.

2.2.2 Petroleum Customer Sector Group

Our Petroleum CSG is a global oil and gas business employing more than 1,500 people worldwide and headquartered in Houston, Texas. We have producing assets in six countries and exploration opportunities in a further six countries.

Our financial strength allows us to reinvest in our long-term growth through exploration even through the most challenging of economic times. During FY2009, we have captured new exploration interests in countries such as India, supplemented our existing portfolio in Australia and the Gulf of Mexico, and executed seismic programs in countries such as Malaysia. BHP Billiton Petroleum continues to build its capability as an operator of some of the world’s largest and technically challenging projects. We have delivered the Shenzi deepwater, tension-leg platform ahead of schedule and within budget.

We continue to deliver production growth through delivery of new projects and ongoing focus on driving base performance. During FY2009, first production was achieved from five projects—Neptune, Shenzi and Atlantis North (all US) and North West Shelf Train 5 and Angel (both Australia). We have realised annual production volumes of 137.2 million barrels of oil equivalent in FY2009. This represents an increase of 6 per cent over the previous financial year.

We sell our crude oil production to refiners around the world at market prices. Gas is generally marketed under long-term domestic contracts and we export LNG under long-term contracts. Almost three-quarters of our contracted LNG sales volumes are subject to contracts that contain provisions allowing prices to be reset within the next four years. However, more than a quarter of our currently contracted volumes are subject to long-term fixed-price contracts, some of which were priced in a lower price environment.

Our production assets are as follows:

Bass Strait

Together with our 50-50 joint venture partner, Esso Australia, a subsidiary of ExxonMobil, we have been producing oil and gas from Bass Strait, off the south-eastern coast of the Australian mainland, for 40 years, having participated in the original discovery of hydrocarbons there in 1965. We dispatch the majority of our Bass Strait crude oil and condensate production to refineries along the east coast of Australia. Gas is piped ashore to our Longford processing facility, from where we sell our production to domestic distributors under contracts with periodic price reviews.

North West Shelf

We are a joint venture participant in the North West Shelf Project in Western Australia. The North West Shelf Project was developed in phases: the domestic gas phase, which supplies gas to the Western Australian domestic market mainly under long-term contracts, and a series of LNG expansion phases, which supply LNG to buyers in Japan, Korea and China under a series of long-term contracts. We also produce LPG and condensate.

We are also a joint venture participant in four nearby oil fields. Both the North West Shelf gas and oil ventures are operated by Woodside Petroleum Ltd.

Gulf of Mexico

Our production in the Gulf of Mexico has continued to expand, with the Neptune and Shenzi projects coming on line in FY2009. We operate three fields in the Gulf of Mexico (Neptune, Shenzi/Genghis Khan and consolidated operations in the West Cameron area), and hold non-operating minority interests in a further three fields (Atlantis, Mad Dog and Genesis). We also own 25 per cent and 22 per cent, respectively, of the companies that own and operate the Caesar oil pipeline and the Cleopatra gas pipeline which transport oil and gas from the Green Canyon area, where a number of our fields are located, to connecting pipelines that transport product to the mainland. We deliver our oil production to refineries along the Gulf Coast of the United States.

In early September 2008, the Mad Dog facility suffered damage from Hurricane Ike, including the loss of a portion of the drilling derrick, which sat atop the spar facility. Production from the facility resumed in late October 2008, and engineering studies to review replacement options for the lost drilling equipment are currently being conducted by the operator.

Zamzama

We hold a 38.5 per cent working interest in and operate the Zamzama gas project in Sindh province of Pakistan. The existing capacity of Zamzama is 500 million cubic feet of gas per day and 3,350 barrels of condensate per day. Both gas and condensate are sold domestically.

Liverpool Bay and Bruce/Keith

The Liverpool Bay integrated development consists of six offshore gas and oil fields in the Irish Sea, the Point of Ayr onshore processing plant in North Wales, and associated infrastructure. We deliver all of the Liverpool Bay gas by pipeline to E.ON’s Connah’s Quay power station. We own 46 per cent of and operate Liverpool Bay. We also hold a 16 per cent non-operating interest in the Bruce oil and gas field in the North Sea and operate the Keith field, a subsea tie-back, which is processed via the Bruce platform facilities.

Algeria

Our Algerian assets consist of our effective 45 per cent interest in the Ohanet wet gas development and our 45 per cent interest in ROD, the production sharing contract which consists of six satellite oil fields that pump oil back to a dedicated processing train.

Stybarrow

We are the operator of the Stybarrow project (50 per cent our share), a nine well subsea development in approximately 825 metres of water approximately 65 kilometres offshore north Western Australia. The project uses a floating production storage and offtake facility with capacity of approximately 80 thousand barrels of oil per day.

Other Australia

We are the operator of the Griffin project (45 per cent our share) where oil and gas are produced via the Griffin Venture, a floating production storage and offtake facility. We pipe natural gas to shore, where it is delivered directly into a pipeline and sold domestically. The Griffin Venture will cease production in October 2009 as the facility reaches the end of its useful life. We also operate the Minerva gas field located offshore Victoria in which we hold a 90 per cent interest.

Trinidad and Tobago

The Greater Angostura project is an integrated oil and gas development located offshore east Trinidad. We are the operator of the field and have a 45 per cent interest in the production sharing contract for the project.

Information on Petroleum operations

Significant oil and gas assets

Production and reserve information for our most significant oil and gas assets are listed in the table below:

Asset Bass Strait North West Shelf Atlantis Zamzama Mad Dog Shenzi/Genghis Khan Pyrenees	Location Offshore SE Australia Offshore NW Australia Gulf of Mexico Pakistan Gulf of Mexico Gulf of Mexico Offshore NW Australia	FY2009 Net Production (MMboe) 38 31 11 10 5 3 —	Net Proved Reserves (MMboe)
			462 386 98 87 77 24 49

The following table contains additional details of our production operations. This table should be read in conjunction with the production (see section 2.3.1) and reserve tables (see section 2.14.1).

Name, location and type of asset Ownership and operation Title/lease Facilities AUSTRALIA/ASIA Bass Strait We hold a 50% interest The venture holds 20 in the Bass Strait fields. production licences and Offshore Victoria, Australia two retention leases Esso Australia owns the Oil and gas production issued by the other 50% interest and is Commonwealth of the operator. Australia with expiry Oil Basins Ltd holds a dates ranging between 2.5% royalty interest in 2009 and 2019.

There are 20 producing fields with 21 offshore developments (14 steel jacket platforms, three subsea developments, two steel gravity based mono towers and two concrete gravity based platforms).

Oil Basins Ltd holds a 2.5% royalty interest in 18 of the production licences.

One of the 20 production licences is held with additional partner Santos Ltd.

Onshore infrastructure includes the Longford Facility, which includes three gas plants and liquid processing facilities, interconnecting pipelines, the Long Island Point LPG and crude oil storage facilities and an ethane pipeline.

Name, location and type of asset Ownership and operation Title/lease Facilities The Bass Strait production capacity is as follows: —Crude—200 Mbbl/d —Gas—1,075 MMcf/d —LPG—5,150 tpd —Ethane—850 tpd North West Shelf We are a participant in The venture holds nine Production from the (NWS)—gas and gas the North West Shelf production licences North Rankin and liquids (LPG and (NWS) Project, an issued by the Perseus fields is currently condensate) unincorporated joint Commonwealth of processed through the venture. We hold 8.33% Australia, of which six North Rankin A platform, North Rankin, Goodwyn, of the original domestic expire in 2022 and three which has the capacity to Perseus, Echo-Yodel and gas joint venture. Our expire five years after the produce 2,300 MMcf/d of Angel, and Searipple fields share of domestic gas end of production. gas and 60 Mbbl/d of offshore, Dampier in production will condensate. northwestern Australia progressively increase Production from the Gas, LPG and condensate from 8.33% to 16.67%. Goodwyn, Searipple and production and LNG We also hold 16.67% of Echo-Yodel fields is liquefactions the Incremental Pipeline processed through the Gas (IPG) domestic gas Goodwyn A platform, joint venture, 16.67% of which has the capacity to the original LNG joint produce 1,450 MMcf/d of venture, 12.5% of the gas and 110 Mbbl/d of China LNG joint venture, condensate. Four subsea 16.67% of the LPG joint wells in the Perseus field venture and are tied into the approximately 15% of Goodwyn A platform. current condensate production. An onshore gas treatment plant at Withnell Bay has Other participants in the a current capacity to respective NWS joint process approximately ventures are subsidiaries 600 MMcf/d of gas for of Woodside Energy, the domestic market.

Other participants in the respective NWS joint ventures are subsidiaries of Woodside Energy, Chevron, BP, Shell, Mitsubishi/Mitsui and the China National Offshore Oil Corporation.

An existing five train LNG plant has the capacity to produce an average rate of 45,000 tpd of LNG.

Woodside Petroleum Ltd is the operator of the project.

Name, location and type of asset North West Shelf—crude oil Approximately 30 km northeast of the North Rankin gas and condensate field, offshore Western Australia, Australia Crude oil production is from the Wanaea, Cossack, Lambert and Hermes oil fields Griffin Situated in the Carnarvon Basin, 62 km offshore Western Australia, Australia Comprises the Griffin, Chinook and Scindian offshore oil and gas fields Minerva Approximately 10 km offshore in the Otway Basin of Victoria, Australia Single offshore gas reservoir with two compartments. Gas plant is situated approximately 4 km inland from Port Campbell Stybarrow Situated in the Exmouth Sub-basin, 30 km offshore Western Australia, Australia Comprises the Stybarrow and Eskdale oil and gas fields. The Stybarrow project achieved first oil production on 17 November 2007	Ownership and operation We hold a 16.67% working interest in oil production from these fields. The other 83.33% is held by Woodside Energy 33.34%, with BP Developments Australia, Chevron Australia, and Japan Australia LNG (MIMI) each holding 16.67%. Woodside Petroleum Ltd is the operator of the project. We hold a 45% interest in the Griffin venture. The other 55% is held by Mobil Exploration and Producing Australia (35%) and Inpex Alpha (20%). We are the operator of the field. We hold a 90% share of the Minerva venture. The other 10% is held by Santos (BOL) Pty Ltd. We are the operator of the field. We own a 50% share of the Stybarrow venture. The other 50% interest is held by Woodside Energy. We are the operator of the field.	Title/lease The venture holds three production licences issued by the Commonwealth of Australia, with expiry dates ranging between 2012 and 2018. The venture holds a production licence issued by the Commonwealth of Australia that expires in 2014. The Griffin Venture will cease production in October 2009 as the facility reaches the end of its useful life. The venture holds a production licence issued by the Commonwealth of Australia that expires five years after production ceases. The venture holds a production licence issued by the Commonwealth of Australia that expires five years after production ceases.	Facilities
			The oil is produced to a floating production storage and offtake unit, the Cossack Pioneer, which has a capacity of 140 Mbbl/d and a storage capacity of 1.15 MMbbl of crude oil. Oil and gas are produced via the Griffin Venture, a floating production storage and offtake facility. We pipe natural gas to shore, where it is delivered directly into a pipeline. The Griffin Venture has an original production design capacity of 80 Mbbl/d of crude oil and 50 MMcf/d of gas. The Minerva development consists of two well completions in 60 m of water. A single flow line transports gas to an onshore gas processing facility with an original production design capacity of 150 TJ/d and 600 bbl/d of condensate. Oil is produced by the Stybarrow development which comprises of a floating production storage and offshore loading facility, nine subsea well completions (including five producers, three water injectors and one gas injector) in 850 m of water.

Name, location and type of asset Zamzama Dadu Block, Sindh Province, Pakistan Onshore gas wells AMERICAS Neptune (Green Canyon 613) Gulf of Mexico, approximately 195 km offshore of Fourchon, Louisiana, US Deepwater oil and gas field Shenzi/Genghis Khan (Green Canyon 653 ) Gulf of Mexico, approximately 200 km offshore of Fourchon, Louisiana, US Deepwater oil and gas field	Ownership and operation We hold a 38.5% working interest in the joint venture. The other 61.5% is owned by ENI Pakistan (M) Ltd (17.75%), PKP Exploration Ltd (9.375%), PKP Exploration Ltd 2 (9.375%), and Government Holdings (Private) Limited (25%). We are the operator. We hold a 35% interest in the joint venture. The other owners are Marathon Oil (30%), Woodside Energy (20%) and Maxus US Exploration (15%). We are the operator. We hold a 44% interest in the joint venture. The other owners are Hess Corporation (28%) and Repsol (28%). We are the operator.	Title/lease 20-year development and production lease starting April 2002 from the Government of Pakistan (with an option to extend five years beyond the 20-year term). The venture holds a lease from the US as long as oil and gas are produced in paying quantities. The venture holds a lease from the US as long as oil and gas are produced in paying quantities.	Facilities
			The Stybarrow facility has a crude oil production and storage capacity of 80 Mbbl/d and 900 Mbbl respectively. Gas production is reinjected into the reservoirs. Zamzama currently consists of eight production wells and four process trains, with an existing capacity of 500 MMcf/d of gas and 3,350 bbl/d of condensate. The production facility consists of a tension-leg platform permanently moored in 1,300 m of water. The facility has nameplate processing capacity of 50 Mbbl/d of oil and 50 MMcf/d of gas. Production commenced in July 2008. The Shenzi production facility consists of a stand-alone tension-leg platform (TLP) permanently moored in 1,310 m of water. The facility has nameplate processing capacity of 100 Mbbl/d of oil and 50 MMcf/d of gas.

Production commenced in March 2009.

Name, location and type of asset West Cameron 76 Gulf of Mexico, approximately 20 km offshore, Central Louisiana, US Offshore gas and condensate field Starlifter (West Cameron 77) Gulf of Mexico, approximately 25 km offshore, Central Louisiana, US Offshore gas and condensate field Mustang (West Cameron 77) Gulf of Mexico, approximately 25 km offshore, Central Louisiana, US Offshore gas and condensate field Atlantis (Green Canyon 743) Gulf of Mexico, approximately 200 km offshore of Fourchon, Louisiana, US Deepwater oil and gas field	Ownership and operation We hold a 33.76% interest in the joint venture. The other owners are ENI Petroleum (40%), Merit Management Partners (15%) and Ridgewood Energy Company (11.24%). We are the operator. We hold a 30.95% interest in the joint venture. The other owners are McMoRan (33.75%), Seneca Resources (11.25%), Merit Management Partners (13.75%) and Ridgewood Energy Company (10.3%). We are the operator. We hold a 43.66% interest in the joint venture. The other owners are ENI Petroleum (22.4%), Merit Management Partners (19.4%) and Ridgewood Energy Company (14.54%). We are the operator. We hold a 44% working interest in the joint venture. The other owner is BP (56%). BP is the operator.	Title/lease The venture holds a lease from the US as long as oil and gas are produced in paying quantities. The venture holds a lease from the US as long as oil and gas are produced in paying quantities. The venture holds a lease from the US as long as oil and gas are produced in paying quantities. The venture holds a lease from the US as long as oil and gas are produced in paying quantities.	Facilities
			The Genghis Khan field is part of the same geological structure as the Shenzi project and consists of a tieback to the existing Marco Polo TLP. The production facility consists of two conventional gas platforms with a capacity of 120 MMcf/d of gas and 800 bbl/d of condensate. The production facility consists of a single conventional gas platform with a capacity of 40 MMcf/d of gas and 450 bbl/d of condensate. The production facility consists of a single conventional gas platform with a capacity of 40 MMcf/d of gas and 450 bbl/d of condensate. The production facility consists of a semi- submersible platform permanently moored in 2,155 m of water. The facility has nameplate processing capacity of 200 Mbbl/d of oil and 180 MMcf/d of gas.

Name, location and type of asset Mad Dog (Green Canyon 782) Gulf of Mexico, approximately 210 km offshore of Fourchon, Louisiana, US Deepwater oil and gas field Genesis (Green Canyon 205) Gulf of Mexico, approximately 155 km offshore of Fourchon, Louisiana, US Deepwater oil and gas field Greater Angostura Approximately 40 km off the east coast of Trinidad Shallow water oil and gas field	Ownership and operation We hold a 23.9% interest in the joint venture. The other owners are BP (60.5%) and Chevron (15.6%). BP is the operator. We hold a 4.95% interest in the joint venture. The other owners are Chevron (56.67%) and ExxonMobil (38.38%). Chevron is the operator. We hold a 45% interest in the joint venture. The other 55% is held by Total (30%) and Chaoyang (25%). We are the operator.	Title/lease The venture holds a lease from the US as long as oil and gas are produced in paying quantities. The venture holds a lease from the US as long as oil and gas are produced in paying quantities. The venture has entered into a production sharing contract with the Republic of Trinidad and Tobago that entitles the contractor to operate Greater Angostura until 2021.	Facilities
			The production facility consists of an integrated truss spar equipped with facilities for simultaneous production and drilling operations, permanently moored in 1,310 m of water. The facility has the capacity to process 100 Mbbl/d of oil and 60 MMcf/d of gas. The production facility consists of a floating cylindrical hull (spar) moored to the seabed with integrated drilling facilities and a capacity of 55 Mbbl/d of oil and 72 MMcf/d of gas. The Greater Angostura development is an integrated oil and gas development. The infrastructure consists of a steel jacketed central processing platform with three satellite wellhead protector platforms and flow lines. A pipeline connects the processing platform to storage facilities at Guayaguayare, where an export pipeline has been installed to allow for offloading to tankers in Guayaguayare Bay.

The facility has the capacity to process 100 Mbbl/d of oil.

Name, location and type of asset

Ownership and operation

Title/lease

Facilities

EUROPE/AFRICA/ MIDDLE EAST

Liverpool Bay

Douglas and Douglas West oil fields, Hamilton, Hamilton North and Hamilton East gas fields, and Lennox oil and gas field in the Irish Sea, approximately 10 km off the northwest coast of England

Offshore oil and gas fields

Bruce/Keith

North Sea, approximately 380 km northeast offshore of Aberdeen, Scotland

The Keith field is located adjacent to the Bruce field Offshore oil and gas fields

We hold a 46.1% interest in the joint venture. The other 53.9% is held by ENI.

We are the operator.

We hold a 16% interest in the Bruce field. The other 84% is owned by BP (37%), Total (43.25%) and Marubeni (3.75%).

BP is the operator of Bruce.

We hold a 31.83% interest in the Keith field. The other 68.17% is owned by BP (34.84%), Total (25%) and Marubeni (8.33%).

The joint venture holds three production licences issued by the Crown of the United Kingdom. One of these licences was extended in July 2009 for a further term which expires in 2027. The other licences expire in 2016 and 2025.

The joint venture holds three production licences issued by the Crown of the United Kingdom, which expire in 2011, 2015 and 2018.

The Liverpool Bay asset is an integrated development of six fields.

Oil from the Lennox and Douglas fields is treated at the Douglas complex and piped 17 km to an oil storage barge for export by tankers.

Gas from the Hamilton, Hamilton North, Hamilton East and Lennox fields is initially processed at the Douglas complex then piped by subsea pipeline to the Point of Ayr gas terminal for further processing. The facility has the capacity to produce 308 MMcf/d of gas and 70 Mbbl/d of oil and condensate.

Production is via an integrated oil and gas platform. The capacity of the Bruce facility has, since 2002, been increased to 920 MMcf/d through de-bottlenecking and revising operating envelopes.

The Keith field was developed as a tie-back to the Bruce platform facilities.

We are the operator of Keith.

Name, location and type of asset Ohanet Approximately 1,300 km southeast of Algiers, Algeria Four onshore gas and condensate fields ROD Integrated Development Berkine Basin, 900 km southeast of Algiers, Algeria Six onshore oil fields	Ownership and operation We have an effective 45% interest in the Ohanet joint venture. The other 55% is held by Japan Ohanet Oil and Gas Co. Ltd. (30%), Woodside Energy (Algeria) Pty. Ltd. (15%) and Petrofac Energy Developments (Ohanet) LLC (10%). The project is operated by a Sonatrach/BHP Billiton staffed organisation. We hold a 45% interest in the 401a/402a production sharing contract, with ENI holding the remaining 55%. We have an effective 38% interest in ROD unitised integrated development. ENI owns the remaining 62%. This interest is subject to a contractual determination to ensure that interest from participating association leases is accurately reflected. Future redetermination may be possible under certain conditions. A joint Sonatrach/ENI entity is the operator.	Title/lease The venture is party to a risk service contract with the title holder Sonatrach that expires in 2011, with an option to extend under certain conditions. Under this contract, the Ohanet joint venture is reimbursed and remunerated for its investments in liquids. The venture is party to a production sharing contract with the title holder Sonatrach that expires in 2016, with an option for two five-year extensions under certain conditions.	Facilities
			Ohanet is a wet gas (LPG and condensate) development consisting of four gas and condensate fields and a gas processing plant with the capacity to treat 20 MMcm/d of wet gas and 61 Mbbl/d of associated liquids (LPG and condensate). Comprises the development and production of six oil fields, the largest two of which, ROD and SFNE, extend into the neighbouring blocks 403a and 403d. The ROD Integrated Development is being produced through a dedicated processing train located adjacent to BRN processing facilities on block 403, with the capacity to process approximately 80 Mbbl/d of oil.

Development projects

Australia/Asia

North West Shelf North Rankin gas compression project

In March 2008, the Board approved the North West Shelf gas compression project to recover remaining lower pressure gas from the North Rankin and Perseus gas fields. A new gas compression platform, North Rankin B, capable of processing 2,500 million cubic feet of gas per day will be constructed adjacent to the existing North Rankin A platform, 135 kilometres offshore from Karratha on the northwest coast of Western Australia. The two platforms will be connected by a 100 metre bridge and operate as a single facility. Our 16.67 per cent share of development costs is approximately US$850 million. First gas is expected in 2012.

North West Shelf Cossack, Wanaea, Lambert, Hermes (CWLH) life e xtension

In December 2008, approval was announced to undertake a redevelopment project to replace and refurbish CWLH facilities because the existing operation had performed above expectation and had an expected field life much longer than originally planned. The project consists of the replacement of the existing floating production storage and offtake vessel and selected refurbishment of existing subsea infrastructure and the existing riser turret mooring. Our 16.67 per cent share of the cost is approximately US$245 million. First production through the redeveloped facilities is expected in 2011.

Pyrenees—WA-12-R/WA-155-P

In July 2007, the Board approved the Pyrenees project to develop the WA-12-R permit portion of the Crosby, Stickle and Ravensworth oil fields in the Exmouth Sub-basin, off the northwest coast of Western Australia. Project costs for the WA-12-R permit portion of the Pyrenees development are approximately US$1.7 billion (approximately US$1.2 billion our share). The WA-155-P permit portion of the Pyrenees project was approved in November 2007, incorporating the remainder of the Ravensworth field as it straddles both WA-12-R and WA-155-P permits. The combined development consists of subsea production and injection wells tied back to a floating production storage and offtake facility with an oil processing capacity of 96 thousand barrels per day. First production is expected during the second half of FY2010.

We own a 71.43 per cent operated interest in the WA-12-R permit, with Apache Energy Ltd owning the remaining 28.57 per cent. We own a 40 per cent operated interest in the WA-155-P permit, with Apache Energy Ltd owning 31.5 per cent and Inpex owning 28.5 per cent.

Bass Strait Kipper gas field development

Initial development of the Kipper gas field in the Gippsland Basin located offshore Victoria was approved by the Board in December 2007. The first phase of the project includes two new subsea wells, three new pipelines and platform modifications to supply 10 thousand barrels of condensate per day and 80 million cubic feet of gas per day. Gas and liquids will be processed via the existing Gippsland Basin joint venture facilities. Our share of development costs, based on the operator’s estimate, is approximately US$500 million. First production is expected in 2011.

We own a 32.5 per cent interest in the Kipper Unit Joint Venture, with Esso Australia and Santos owning the remaining 67.5 per cent. We own a 50 per cent interest in the Gippsland Basin joint venture.

Bass Strait Turrum field development

Further expansion of the Gippsland Basin facilities is under way with the Board approving the full field development of the Turrum oil and gas field in July 2008. Our 50 per cent share of the investment, based on the operator’s estimate, is approximately US$625 million and consists of a new platform, Marlin B, linked by a bridge to the existing Marlin A platform. The Turrum field, which has a capacity of 11 thousand barrels of oil per day and 200 million cubic feet of gas per day, is located 42 kilometres from shore in approximately 60 metres of water. First production is expected in 2011.

Trinidad & Tobago

Greater Angostura Phase 2

In September 2008, we announced the signing of a gas sales contract with the National Gas Company of Trinidad and Tobago Limited (NGC) for the purchase of gas from the second phase of the Greater Angostura field. In August 2008, we sanctioned an investment of approximately US$400 million (US$180 million our share) to construct and install a new gas export platform alongside the Company’s existing facilities within the Greater Angostura Field. Fabrication of the 280 million cubic feet per day facility started in February 2009 and is expected to be online during 2011.

The development also includes modifications to the existing Greater Angostura facilities and the installation of a new flowline. NGC will take delivery of the gas at the new gas export platform and will transport it in their proposed 36 inch diameter Northeastern Offshore Pipeline to Trinidad and in their 12 inch diameter Tobago pipeline.

The Greater Angostura field includes oil and gas discoveries at Aripo, Kairi and Canteen. We hold a 45 per cent interest in the joint venture. Other partners are Total (30 per cent interest) and Chaoyang Petroleum (BVI) Limited (25 per cent interest), a consortium between CNOOC and Sinopec.

Exploration and appraisal

We are focused on finding significant discoveries through wildcat drilling. We have exploration interests throughout the world, particularly the Gulf of Mexico, Western Australia, Latin America and Malaysia. During the year, our gross expenditure on exploration was US$548 million. Our major exploration interests are as follows:

Australia/Asia

Malaysia

In March 2007, we were awarded two offshore blocks in Malaysia. We are the operator of the blocks under two separate production sharing contracts. The minimum exploration program includes the acquisition and processing of seismic data for approximately 2,300 square kilometres across the two blocks, and the drilling of four exploration wells within the first seven years of the contracts. The initial seismic acquisition program commenced in June 2008 and was completed in September 2008. The results of the seismic acquisition program are currently under evaluation.

Americas—Gulf of Mexico

Shenzi—Green Canyon 609 & 610

We currently own a 44 per cent interest in the Shenzi prospect, located in the Green Canyon area. Partners in the well are Hess (28 per cent) and Repsol (28 per cent).

The Shenzi 8 appraisal well was drilled in September 2008. The well result was encouraging as hydrocarbons were encountered and the review of various development options is currently under way.

Mad Dog South

We currently own a 23.9 per cent interest in the Mad Dog South prospect, located in Green Canyon Block 826. Partners in the well are BP (60.5 per cent) and Unocal (15.6 per cent). Mad Dog appraisal well-1 was drilled in May 2009 and completed in June 2009 and sidetrack drilling was completed in July 2009. The well encountered hydrocarbons in the objective Miocene hydrocarbon bearing sands. The subsequent sidetrack reached a total measured depth of 8,273 metres and discovered a significant oil column.

Americas—Colombia

In April 2006, we entered into two exploration and production contracts for the Fuerte Norte and Fuerte Sur blocks, located offshore Colombia. We hold a 75 per cent operated interest in each block with Ecopetrol holding the remaining 25 per cent. The joint venture has completed acquisition and processing of 3D seismic over the area as part of the second phase of the exploration and production contracts for both blocks.

In September 2008, we entered into a Technical Evaluation Assignment (TEA) for the evaluation of hydrocarbons in Block 5 in the Llanos basin, onshore Colombia. We are the operator of the project and hold a

71.4 per cent working interest in the joint venture, with SK Energy Co holding the remaining 28.6 per cent interest. The minimum work commitment under the TEA requires acquisition of 1,000 kilometres of 2D seismic plus the drilling of five stratigraphic wells.

Americas—Falkland Islands

In December 2007, we farmed into northern and southern area licences offshore in the Falkland Islands. We acquired a 51 per cent interest from our joint venture partner Falkland Oil and Gas Limited (FOGL) and assumed operatorship in January 2008. The minimum exploration work program includes the drilling of two wells in the first phase by the end of 2010.

Site surveys on both blocks were completed in 2009 and results of the evaluation area are currently being processed.

Europe/Africa/Middle East

India

In December 2008, we were awarded seven offshore blocks in India. We are the operator of all seven blocks, each with its own production sharing contract. The minimum exploration program includes the acquisition and processing of 2D seismic data for approximately 10,400 square kilometres across the seven blocks. We currently own a 26 per cent interest in all seven blocks, with our partner GVK holding the remaining 74 per cent.

2.2.3 Aluminium Customer Sector Group

Our Aluminium business is a portfolio of assets at three stages of the aluminium value chain: we mine bauxite, we refine bauxite into alumina, and we smelt alumina into aluminium metal. We are the world’s sixthlargest producer of aluminium, with total production in FY2009 of approximately 1.2 million tonnes of aluminium. We also produced approximately 15 million tonnes of bauxite and 4.4 million tonnes of alumina.

During FY2009, approximately 52 per cent of our alumina production was used in our aluminium smelters and we sold the balance to other smelters. Our alumina sales are a mixture of long-term contract sales at LME-linked prices and spot sales at negotiated prices. Prices for our aluminium sales are generally linked to prevailing LME prices.

As with our other businesses, our strategy with bauxite and alumina is to own large, low-cost assets that provide good returns through the investment cycle and provide us with options for brownfield development. With aluminium smelters, where the availability and cost of power are critical, our investment decisions have been driven in part by the availability of stranded power generation capacity. For example, both Hillside and Mozal were originally built when there was excess electricity generating capacity in southern Africa.

We have interests in two sets of integrated bauxite mining/alumina refining assets:

• Boddington/Worsley

The Boddington bauxite mine in Western Australia supplies bauxite ore via a 51 kilometre long conveyor to the Worsley alumina refinery. Worsley is one of the largest and lowest-cost refineries in the world, and is currently undergoing a major expansion (see Development projects below). Our share of Worsley’s FY2009 production was 2.924 million tonnes of alumina. Worsley’s export customers include our own Hillside, Bayside and Mozal smelters in southern Africa. Boddington has a reserve life of 24.9 years at current production rates. We own 86 per cent of the mine and the refinery.

Kaaimangrasie/ Klaverblad/Caramacca/Coermotibo/Paranam

During FY2009, we owned a 45 per cent interest in the Suriname bauxite and alumina joint venture that comprised bauxite mines in the Kaaimangrasie, Klaverblad, Caramacca and Coermotibo areas of Suriname and the nearby Paranam alumina refinery. Our share of Paranam’s FY2009 production was 935,000 tonnes of alumina. In October 2008, we decided to exit the Suriname operations by December 2010. On 31 July 2009, we executed transaction agreements to pass all of our interests in the Suriname bauxite and alumina joint venture to Suralco effective on that date.

We also own 14.8 per cent of Mineração Rio do Norte (MRN) which owns and operates a large bauxite mine in Brazil.

We have interests in the Alumar integrated alumina refinery/aluminium smelter and three stand-alone aluminium smelters:

Alumar

We own 36 per cent of the Alumar refinery and 40 per cent of the smelter. Alcoa operates both facilities. The operations, and their integrated port facility, are located at São Luís in the Maranhão province of Brazil. Alumar sources bauxite from MRN. During FY2009, approximately 60 per cent of Alumar’s alumina production was used to feed the smelter, while the remainder was exported. Our share of Alumar’s FY2009 saleable production was 537,000 tonnes of alumina and 177,000 tonnes of aluminium. The Alumar refinery is currently undergoing a significant expansion (see Development projects below).

Hillside and Bayside

Our Hillside and Bayside smelters are located at Richards Bay, South Africa. Hillside’s capacity of approximately 704,000 tonnes per annum makes it the largest aluminium smelter in the southern hemisphere, and it is one of the most efficient. Following the closure of potlines B and C, Bayside has smelting capacity of approximately 96,000 tonnes per annum, but it also uses its own aluminium and liquid aluminium from Hillside to produce a range of products such as rod, slab and extrusion. Bayside will cease to produce rod and extrusion from 30 September 2009. Both operations import alumina from our Worsley refinery and source power from Eskom, the South African state utility, under long-term contracts with prices linked to the LME price of aluminium except for Hillside Potline 3, the price for which is linked to the South African and US producer price indices.

In January 2008, Eskom determined that it had insufficient power to meet the national demand in South Africa, and mandated an emergency 10 per cent reduction in power consumption by many large industrial users, including BHP Billiton. Although our contracts with Eskom specify that power supply to our aluminium smelters can only be interrupted approximately one per cent of the time per calendar year, we have respected the emergency situation faced by the country and reduced our demand by the requested 10 per cent. To achieve this in the most economically efficient way, we have closed the B and C potlines at Bayside, reducing production there by approximately 92,000 tonnes per annum. Across all three southern Africa smelters (including Mozal), production losses were just over 108,000 tonnes per annum. The production cuts occurred primarily at Bayside, a 100 per cent BHP Billiton owned facility. A production sharing adjustment has been established between the Mozal partners (47.1 per cent BHP Billiton) to compensate us for taking the majority of the power reduction at a 100 per cent owned facility.

Mozal

We own 47.1 per cent of and operate the Mozal aluminium smelter in Mozambique, which has a total capacity of approximately 563,000 tonnes per annum. Mozal sources power generated by Eskom via Motraco, a transmission joint venture between Eskom and the national electricity utilities of Mozambique and Swaziland. Tariffs are fixed through to 2012 and will be linked to the LME aluminium price thereafter. Our share of Mozal’s FY2009 production was 255,000 tonnes.

Information on the Aluminium CSG’s bauxite mining operations

The following table contains additional details of our mining operations. This table should be read in conjunction with the production (see section 2.3.2) and reserve tables (see section 2.14.2).

Name, location, mineralisation Ownership, operation and style, type of mine and access title/lease History Facilities and power source Boddington bauxite mine We own 86% of the The Boddington bauxite The mine has a crushing Worsley joint venture. mine opened in 1983 and plant with the capacity of 123 km southeast of Perth The other 14% interest is was significantly approximately 13 mtpa of at Boddington, Western owned by Sojitz Alumina extended in 2000. bauxite. Power is Australia, Australia Pty Ltd (4%), and Japan supplied from the Alumina Associates Worsley alumina refinery Surficial gibbsite-rich (Australia) Pty Ltd (10%). site via a joint venturelateritic bauxite, residual owned powerline. weathering of Darling BHP Billiton Worsley Range metamorphic and Alumina Pty Ltd is the A description of the volcanic rocks manager of the joint Worsley alumina refinery venture on behalf of the can be found in the table Open-cut mine below.

BHP Billiton Worsley Range metamorphic and Alumina Pty Ltd is the volcanic rocks manager of the joint venture on behalf of the Open-cut mine participants. BHP Billiton The mine is accessible by Worsley Alumina Pty Ltd sealed public roads. The has the same ownership ore is transported to structure as the Worsley Worsley alumina refinery joint venture. via a 51 km overland We hold a 2,656 km[2] conveyor. mining lease from the Western Australian government and two sub leases totalling 855 km[2] from Alcoa of Australia Limited. In 2004, we renewed the lease for a second 21-year term. A further 21-year renewal is available.

Suriname During FY2009, we The development of the Kaaimangrasie mine owned 45% of the Kaaimangrasie mine refining and mining joint started in November 38 km southeast of venture. The other 55% 2005. Paramaribo and 30 km interest was held by east of the Paranam Operations/delivery of Suralco (a subsidiary of refinery, Suriname Alcoa World Alumina bauxite to the refinery commenced in July 2006. Lateritic gibbsite-rich and Chemicals (AWAC), bauxite, residual a venture of Alcoa and weathering of Precambrian Alumina Limited). meta-sediments overlain We managed all mining by thick sediments operations. Open-cut mine

Operations/delivery of bauxite to the refinery commenced in July 2006.

We transferred our ownership to Suralco on 31 July 2009.

Kaaimangrasie mine has a nominal production capacity of approximately 1.2 mtpa of bauxite; there are no processing facilities at the mine.

History

Facilities and power source

Name, location, mineralisation Ownership, operation and style, type of mine and access title/lease

The mine is accessible by a joint venture-owned haul road. The ore is hauled by truck over a distance of 30 km to the Paranam refinery.

Suriname Klaverblad During FY2009, we The development of the Klaverblad mine has a mine owned 45% of the Klaverblad mine started nominal production refining and mining joint in July 2005. capacity of 23 km southeast of venture. The other 55% approximately 1.7 mtpa Paramaribo and 19 km Delivery of bauxite to the interest was held by of bauxite; there are no east of the Paranam refinery commenced in Suralco. processing facilities at refinery, Suriname April 2007. the mine. We managed all mining Lateritic gibbsite-rich operations. bauxite, residual weathering of Precambrian We transferred our meta-sediments overlain ownership to Suralco on by thick sediments 31 July 2009.

Open-cut mine

The mine is accessible by a joint venture-owned haul road. The ore is hauled by truck over a distance of 19 km to the Paranam refinery.

Suriname Caramacca During FY2009, we The development of the mine owned 45% of the Caramacca mine started refining and mining joint in July 2007. 45 km southeast of venture. The other 55% Paramaribo and 37 km Operations/delivery of interest was held by east of the Paranam bauxite to the refinery Suralco. refinery, Suriname commenced in August We managed all mining 2008. Lateritic gibbsite-rich operations. bauxite, residual weathering of Precambrian We transferred our meta-sediments overlain ownership to Suralco on by thick sediments 31 July 2009.

Caramacca mine has a nominal production capacity of approximately 0.9 mtpa of bauxite; there are no processing facilities at the mine.

Open-cut mine

The mine is accessible by a joint venture-owned haul road. The ore is hauled by truck over a distance of 37 km to the Paranam refinery.

Name, location, mineralisation Ownership, operation and style, type of mine and access title/lease History Facilities and power source Suriname Coermotibo During FY2009, we The Coermotibo mine Coermotibo mine has a owned 45% of the started operations in nominal production 150 km east of Paranam, Coermotibo joint venture. 1991. capacity of 1.7 mtpa. Suriname The other 55% interest There are primary Lateritic gibbsite-rich was held by Suralco. crushing, beneficiation bauxite, residual plant and barge loading We managed all mining weathering of Precambrian facilities. operations. meta-sediments occurring on hills We transferred our ownership to Suralco on Surface strip mine 31 July 2009.

The mine is accessible by joint venture-owned haul roads

The ore is hauled to the Coermotibo crushing and loading facility and subsequently barged along the Commewijne River to the Paranam refinery.

MRN

Porto Trombetas, Pará, Brazil

Lateritic bauxite, residual weathering of nepheline syenite occurring primarily as gibbsite in a clay matrix overlain by thick clay sediments

Open-cut mine

The mine is situated approximately 40 km from Porto Trombetas. Porto Trombetas can only be reached by air or by river. An asphalt road connects the mine area with the village at Porto Trombetas.

MRN is operated as an incorporated joint venture between BHP Billiton (14.8%), Alcoa and affiliates (18.2%), Vale (40%), Rio-Tinto Alcan (12%), Votorantim (10%) and Hydro (5%).

MRN holds valid mining rights granted by the Brazilian Federal Government to all its reserves until exhaustion of the reserves.

Run of mine bauxite is mined from various plateaus, and after crushing is conveyed to the washing facilities, where the quality of bauxite is improved. The washed bauxite is then transported by rail, approximately 28 km to the loading facilities at Porto Trombetas.

Production started in 1979 and after the last expansion in 2003, MRN reached its current nominal production capacity of 18 mtpa of washed bauxite.

The mine is supported by a village of 6,000 people which is owned and maintained by MRN with all required facilities to maintain the residents in the village.

Crushing facilities, long distance conveyors and the wash plant are situated near the mine area. Drying and ship loading facilities are situated close to the main mine village at Porto Trombetas.

A small airport is also maintained by MRN at Porto Trombetas.

Power is generated on site by fuel oil generators.

All infrastructure in the area is owned by MRN.

Information on the Aluminium CSG’s aluminium smelters and alumina refineries

Operation and location Hillside aluminium smelter Richards Bay, 200 km north of Durban, KwaZulu-Natal province, South Africa Bayside aluminium smelter Richards Bay, 200 km north of Durban, KwaZulu-Natal province, South Africa Mozal aluminium smelter 17 km from Maputo, Mozambique	Ownership, operation and title We own and operate the smelter. We hold freehold title over the property, plant and equipment. We have long-term leases over the harbour facilities. We own and operate the smelter. We hold freehold title over the property, plant and equipment. We have long term leases over the harbour facilities. We hold a 47.1% interest in the Mozal joint venture and operate the smelter. The other 52.9% is owned by Mitsubishi (25%), Industrial Development Corporation of South Africa Limited (24%), and the Government of Mozambique (3.9%). The joint venture has a 50-year right to use the land, renewable for another 50 years under a government concession.	Plant type/product The Hillside smelter uses the Aluminium Pechiney AP35 technology to produce standard aluminium ingots and aluminium T-Bars. The Bayside smelter currently uses Alusuisse pre-bake technology to produce primary aluminium. Bayside uses its own aluminium and liquid aluminium acquired from Hillside to produce a range of products, such as, rod, slab and extrusion. Rod and extrusion production will be discontinued from 30 September 2009. The Mozal aluminium smelter uses the Aluminium Pechiney AP35 technology to produce standard aluminium ingots.	Capacity
			The nominal production capacity of the smelter is 0.704 mtpa of primary aluminium. The plant’s power requirements are sourced from the national power supplier Eskom under long-term contracts. The prices in the contract for Hillside 1 and 2 are linked to the LME price for aluminium, while the prices for Hillside 3 are linked to the SA and US producer price index. The nominal potline production capacity is 0.095 mtpa of primary aluminium on the remaining Potline A. The plant’s power requirements are sourced from the national power supplier Eskom, under a long-term contract with prices linked to the LME price for aluminium. The nominal production capacity of the smelter is 0.563 mtpa. The plant’s power requirements are purchased from Motraco, under an agreement that provides for a fixed tariff for the majority of electricity through to 2012 and LME-linked pricing thereafter.

Operation and location Worsley alumina refinery Approximately 55 km northeast of Bunbury, Western Australia, Australia Paranam refinery Paranam, Suriname Alumar São Luís, Maranhão, Brazil	Ownership, operation and title We own 86% of this asset through the Worsley joint venture. The other 14% is owned by Sojitz Alumina Pty Ltd (4%), and Japan Alumina Associates (Australia) Pty Ltd (10%). BHP Billiton Worsley Alumina Pty Ltd is the manager of the joint venture on behalf of the participants. BHP Billiton Worsley Alumina Pty Ltd has the same ownership structure as the Worsley joint venture. We hold a 2,480 ha refinery lease from the Western Australian Government. In 2004, we renewed the lease for a second 21-year term. A further 21-year renewal is available. During FY2009, we owned 45% of the Paranam joint venture. The other 55% of the joint venture was owned by Suralco. Suralco managed the alumina refinery. We transferred our ownership to Suralco on 31 July 2009. The Alumar Consortium is an unincorporated joint venture that holds the smelter, refinery, ingot plant and support facilities. We own 40% of the aluminium smelter. The other 60% is owned by Alcoa Aluminio SA (Alcoa).	Plant type/product The Worsley alumina refinery uses the Bayer process to produce metallurgical grade alumina, which is used as feedstock for aluminium smelting. The Paranam alumina refinery utilises the Bayer process to produce metallurgical grade alumina, which is used as feedstock for aluminium smelting. The alumina refinery and aluminium smelter use Alcoa technology to produce alumina and aluminium ingots.	Capacity
			The nominal production capacity is 3.5 mtpa. Power and steam needed for the refinery are provided by a joint venture-owned on-site coal power station and a non-joint venture-owned on-site gas fired steam power generation plant. Capacity is 2.2 mtpa. The Paranam refinery generates its own power. The refinery complex was last expanded in June 2005, achieving annual capacity of 1.5 mtpa. The smelter has a nominal capacity of approximately 0.45 mtpa of primary aluminium.

Operation and location	Ownership, operation and title We own 36% of the alumina refinery. The other 64% is owned by Alcoa and its affiliate Abalco SA (35.1% and 18.9% respectively) and Rio Tinto (10%). Alcoa operates both facilities. The consortium comprises an integrated port, an alumina refinery and an aluminium smelter together with areas for the production of anodes and aluminium ingots. All the above are freehold interests of the joint venture participants.	Plant type/product	Capacity
			The electricity requirements are supplied by Brazilian public power generation concessionaire Electronorte, pursuant to a 20-year contract.

Development projects

Alumar refinery expansion

A project to expand the production capacity of the Alumar refinery by 2 million tonnes per annum to 3.5 million tonnes per annum (100 per cent capacity) is nearing completion, with first production from the expansion announced in July 2009. Full mechanical completion is expected in October 2009, and after a period of ramping-up production, full nameplate capacity is expected to be achieved in second half of CY2009. Final expenditure is estimated at US$900 million (our share).

Worsley Efficiency and Growth Project

In May 2008, we announced approval for an expansion project to lift capacity of the Worsley refinery from 3.5 million tonnes per annum of alumina to 4.6 million tonnes per annum (100 per cent capacity) of alumina through expanded mining operations at Boddington, additional refinery capacity and upgraded port facilities. The project is budgeted to cost US$1.9 billion (our share) and be completed in the first half of CY2011.

Guinea Alumina

We have a one-third interest in a joint venture that is finalising a feasibility study into the construction of a 10 million tonnes per annum bauxite mine, an alumina refinery with processing capacity exceeding 3.3 million tonnes per annum and associated infrastructure approximately 110 kilometres from the port of Kamsar in Guinea.

2.2.4 Base Metals Customer Sector Group

Our Base Metals CSG is one of the world’s top producers of copper, silver, lead and uranium, and a leading producer of zinc. Our portfolio of large, low-cost mining operations includes the Escondida mine in Chile, which is the world’s largest single producer of copper, and Olympic Dam in South Australia, which is already a major producer of copper and uranium and has the potential to be significantly expanded.

In recent years, we have commissioned the Spence copper mine and the Escondida Sulphide Leach projects. Our total copper production in FY2009 was 1.2 million tonnes, a 27 per cent increase over our production five years ago.

In addition to conventional mine development, we continue to pursue advanced treatment technologies, such as the leaching of low-grade chalcopyrite ores, which we believe has the potential to recover copper from ores which were previously uneconomic to treat.

We market five primary products:

copper concentrates
copper cathodes
uranium oxide
lead concentrates, and
zinc concentrates.

We sell most of our copper, lead and zinc concentrates to smelters under long-term volume contracts with prices based on the LME price for the contained metal three or four months after shipment, less treatment charges and refining charges (collectively referred to as ‘TCRCs’) that we negotiate with the smelters on an annual or bi-annual basis. Some of the ores we mine contain quantities of silver and gold, which remain in the base metal concentrates we sell. We receive payment credits for the silver and gold recovered by our customers in the smelting and refining process.

We sell most of our copper cathode production to rod and brass mills and casting plants around the world under annual contracts with premiums to LME prices. We sell uranium oxide to electricity generating utilities, principally in western Europe, north America and north Asia. Uranium is typically sold under long-term contracts. A significant portion of production is sold into fixed price contracts although increasingly sales are based on flexible pricing terms.

We have seven production assets:

Escondida

Our 57.5 per cent owned and operated Escondida mine is the largest and one of the lowest-cost copper producers in the world. In FY2009, our share of Escondida production was 417,638, tonnes of copper in concentrate and 172,100 tonnes of copper cathode. Current reserves will support mining for a further 21 years at current production rates. Availability of key inputs like power and water supply at competitive prices is an important focus at Escondida. To ensure security of supply and competitive power costs in the long term we are supporting the construction of an LNG facility to supply gas to the northern grid system, which is scheduled for completion in 2010, and have signed off-take agreements underwriting the construction of a 460 megawatt coalfired power station, which is scheduled for completion in 2011. To address limitations on the availability of water, we carefully manage our use and re-use of available water, and explore for alternative sources. During FY2009, Escondida experienced an electrical motor failure at the SAG mill in the Laguna Seca concentrator plant. This has impacted the throughput at the plant given the increased maintenance requirements. A permanent repair was completed in the first quarter of FY2010.

Olympic Dam

While it is already a significant producer of copper cathode and uranium oxide, and a refiner of smaller amounts of gold and silver bullion, we are continuing to explore a series of staged development options that would make our wholly-owned Olympic Dam operation one of the world’s largest producers of copper, the

largest producer of uranium and a significant producer of gold (see Development projects below). In FY2009, Olympic Dam produced 194,057 tonnes of copper cathode, 4,007 tonnes of uranium oxide, 108,039 ounces of gold and 937,694 ounces of silver.

Antamina

We own 33.75 per cent of Antamina, a large, low-cost, long-life copper/zinc mine in Peru. Opened in 2001, its reserves will support mining at current rates for a further 21 years. Our share of Antamina’s FY2009 production was 109,000 tonnes of copper in concentrate, and 108,366 tonnes of zinc in concentrate. In addition to its primary copper and zinc concentrate products, Antamina also produces smaller amounts of molybdenum and lead/bismuth concentrate.

Spence

We completed our wholly-owned greenfield Spence copper mine development in Chile and began ramping up cathode production in December 2006. During FY2009, we produced 172,685 tonnes of copper cathode as we continue to ramp-up to the nominal capacity of 200,000 tonnes per annum.

Cerro Colorado

Our wholly-owned Cerro Colorado mine in Chile remains a significant producer of copper cathode, although production levels have declined in recent years as grades have declined. Production in FY2009 was 102,100 tonnes of copper cathode. Our current mine plan sees production continuing until FY2019, although we are currently evaluating the extent of hypogene mineralisation that may support further extension options.

Cannington

Our wholly-owned Cannington mine in northwest Queensland has grown to become the world’s largest and, we believe, one of the lowest-cost producers of silver and lead. During FY2006 and FY2007, we undertook an extensive program of decline and stope access rehabilitation to improve safety conditions, which has positioned the mine to maintain production, offsetting natural grade decline over its remaining life, currently estimated at eight years. In FY2009, Cannington produced concentrates containing 226,794 tonnes of lead, 54,849 tonnes of zinc and approximately 33 million ounces of silver.

Pinto Valley

As a result of the global economic slowdown and the resulting decline in copper prices, we made the decision to stop sulphide mining and milling operations at our Pinto Valley Mine located in Arizona, US, placing the operations in care and maintenance. Despite this decision, we continue to produce copper cathode at the Pinto Valley site and the neighbouring Miami Unit from our residual solvent extraction electrowinning (SXEW) operations. Current reserves would support mining operations for approximately four years.

Information on the Base Metals CSG’s mining operations

The following table contains additional details of our mining operations. This table should be read in conjunction with the production (see section 2.3.2) and reserve tables (see section 2.14.2).

Name, location, mineralisation Ownership, operation and style, type of mine and access title/lease History

Facilities and power source

COPPER

Escondida

Atacama Desert, at an altitude of approximately 3,100 m and 170 km southeast of Antofagasta, Chile

The Escondida mining complex includes the Escondida and Escondida Norte mineral deposits that are adjacent, but distinct, supergene-enriched porphyry copper deposits

Two open-cut pits

The mine is accessible by public road.

Copper cathode is transported by privately-owned rail line to the Antofagasta port (government-operated) or Mejillones port (privately operated).

Copper concentrate is transported by Companyowned pipeline to its Coloso port facilities.

Spence

Atacama Desert, 150 km northeast of Antofagasta, Chile

A porphyry copper deposit that contains significant copper oxide (atacamite and chrysocolla) overlying the supergene sulphide enrichment zone

The mine is owned by Minera Escondida Limitada and operated by BHP Billiton.

We own 57.5% of Minera Escondida. The other 42.5% is owned by affiliates of Rio Tinto (30%), the JECO Corporation (10%), a consortium represented by Mitsubishi Corporation (7%), Mitsubishi Materials Corporation (1%), Nippon Mining and Metals (2%) and the International Finance Corporation (2.5%).

Minera Escondida Limitada holds a mining concession from the Chilean state that remains valid indefinitely (subject to payment of annual fees).

We own and operate the mine (100%).

We hold a mining concession from the Chilean state that remains valid indefinitely (subject to payment of annual fees).

Original construction of the operation was completed in 1990. The project has since undergone various expansion projects at an additional cost of US$3.0 billion (100% terms).

In June 2006, the Escondida Sulphide Leach copper project achieved first production. The cost of the project was US$1.0 billion (100% terms).

Spence received Board approval for execution in October 2004. The cost was US$1.1 billion.

First ore was crushed in September 2006 with first copper produced in December 2006.

Escondida has two processing streams: two concentrator plants in which high-quality copper concentrate is extracted from sulphide ore through a flotation extraction process; and two solvent extraction plants in which leaching, solvent extraction and electrowinning are used to produce copper cathode.

Nominal production capacity is 3.2 mtpa of copper concentrate and 330,000 tpa of copper cathode.

Separate transmission circuits provide power for the Escondida mine facilities. These transmission lines, which are connected to Chile’s northern power grid, are Companyowned. Electricity is purchased under contracts with local generating companies.

Spence has facilities to support the open-cut mining operations and ore processing/crushing operations.

The crushed oxide and sulphide ores are leached on separate dynamic (on-off) leach pads. Acid leaching is applied to oxide ores

Name, location, mineralisation style, type of mine and access Open-cut mine The mine is accessible by public road and privately- owned rail access. Copper cathode produced is transported by rail line to Mejillones port (privately operated) and to Antofagasta port on an exceptional basis.	Ownership, operation and title/lease	History	Facilities andpower source
			and bio-leaching is applied to supergene sulphide ores. Solvent extraction consists of four trains in a series- parallel configuration, with extraction stages for both oxide and sulphide Pregnant Leach Solution. A single electrowinning plant produces the copper cathode. Nominal capacity is 200,000 tpa of copper cathode. Electrical power is supplied via a Company-owned voltage transmission line connected to Chile’s northern power grid. Electricity is purchased under contracts from a local generating company.

Cerro Colorado

Atacama Desert at an altitude of 2,600 m, 120 km east of Iquique, Chile

A supergene porphyry copper deposit that consists of a sulphide enrichment zone overlayed by oxide ore (chrysocolla + brochantite)

Open-cut copper mine

The mine is accessible by public road.

Copper cathode production is trucked to the port at Iquique, which is privately operated.

We own and operate the Commercial production mine. We hold a mining at Cerro Colorado concession from the commenced in June Chilean state that 1994. remains valid Expansions took place in indefinitely (subject to 1995 and 1998 to payment of annual fees). increase the mine’s crushing capacity, leach pad area and mine fleet. With these expansions, production was increased to 100,000 tpa. Production was then increased to the nameplate capacity of 120,000 tpa with optimisation and efficiency improvements. Due to lower copper grades of the ore the production is now approximately 100,000 tpa.

Cerro Colorado’s facilities for this process include two primary, secondary and tertiary crushers, leaching pads and solvent extraction and electrowinning plants. Electricity is supplied under long-term contracts to the facilities through the northern Chile power grid.

Name, location, mineralisation style, type of mine and access

Pinto Valley

Located in the US approximately 125 km east of Phoenix, Arizona.

A porphyry copper deposit of low-grade primary mineralisation

The mine is accessible by public road. Cathode production is trucked to domestic customers in the United States.

Ownership, operation and title/lease

We own and operate 100% of Pinto Valley and we hold title to the land.

History

Pinto Valley was acquired through the acquisition of Magma Copper Company in 1996. The sulphide mining operations were discontinued in 1998. In October 2007, the mining and milling operations were restarted. As a result of the global economic slowdown, Pinto Valley mining and milling operations were stopped in January 2009. During cessation of the mining and milling operations, residual SXEW production from both the Pinto Valley site and neighbouring Miami Unit continues to produce small amounts of copper cathode.

Facilities and power source

Pinto Valley facilities include two SXEW operations at the Pinto Valley and Miami sites. Currently concentrate production facilities in care and maintenance include a primary crusher, secondary and tertiary crushers, six ball mills and copper concentrate and molybdenum flotation circuits.

Power is supplied to the site by the Salt River Project.

COPPER URANIUM

Olympic Dam

560 km northwest of Adelaide, South Australia, Australia

A large poly-metallic deposit of the iron oxide-copper-gold style of mineralisation

Underground mine

The mine is accessible by public road. Copper cathode and electrowon copper is transported by public road to public ports. Uranium oxide is transported by public road and rail to public ports.

We own and operate Olympic Dam.

The mining lease was granted by the Government of South Australia by an Act of Parliament for the period of 50 years from 1986, with a right of extension for a further period of 50 years in accordance with the Roxby Downs (Indenture Ratification) Act 1982.

Production of copper began in 1988. Between 1989 and 1995, the production rate was increased, ultimately raising the ore mining capacity to approximately 3 mtpa.

During 1997 through 1999 a major expansion was conducted to raise throughput from 3 mtpa to 9 mtpa.

In 2002, Olympic Dam completed an optimisation project. A new copper solvent extraction plant was commissioned in the first quarter of 2004.

The underground mine extracts copper uranium ore and hauls the ore by an automated train and trucking network feeding underground crushing, storage and ore hoisting facilities.

The processing plant consists of two grinding circuits in which highquality copper concentrate is extracted from sulphide ore through a flotation extraction process. The concentrate is fed into an Outokumpu flash furnace having a nominal concentrate smelting capacity of 450 ktpa to produce

Name, location, mineralisation Ownership, operation and style, type of mine and access title/lease History Facilities and power source We acquired Olympic copper anodes, then into Dam as part of our an ISA electro-refinery acquisition of WMC in to produce copper 2005. cathodes and slimes treated to recover gold and silver. The flotation tailings are further processed to produce electrowon cathode and high-grade uranium oxide concentrates. Power for the Olympic Dam operations is supplied via a 275 kV powerline from Port Augusta, transmitted by ElectraNet. COPPER ZINC Antamina Antamina is owned by The Antamina project The principal project Compañía Minera achieved commercial facilities include a 270 km north of Lima at an Antamina SA, in which production in October primary crusher, a altitude of 4,300 m, Peru we hold a 33.75% 2001. nominal 70,000 tpd A zoned porphry skarn deposit interest. The remaining concentrator, copper and with central Cu-only ores and interests are held by zinc flotation circuits an outer band of Cu-Zn ore Xstrata (33.75%), Teck and a bismuth/ moly zone Cominco (22.5%) and cleaning circuit, a Mitsubishi (10%). 300 km concentrate Open-cut mine pipeline with singleAntamina is the operator The mine is accessible by a stage pumping, and port of the mine. Company-maintained 115 km facilities at Huarmey. access road. Antamina holds mining The pipeline design rights from the Peruvian throughput is 2.3 dry A 300 km pipeline transports state over its mine and mtpa. the copper and zinc operations. These rights concentrates to the port of Power to the mine site is can be held indefinitely, Huarmey. being supplied under contingent upon the long-term contracts with The molybdenum and lead/ annual payment of individual power bismuth concentrates are licence fees and the producers through a transported by truck to supply of information on 58 km 220 kV different locations for investment and transmission line, which shipment. production. is connected to Peru’s national energy grid.

Name, location, mineralisation style, type of mine and access

Facilities and power source

Ownership, operation and title/lease

History

SILVER, LEAD AND ZINC

Cannington

300 km southeast of Mt Isa, Queensland, Australia

A Broken Hill-type silverlead-zinc sulphide deposit

Underground mine

The mine is accessible by public road and a Companyowned airstrip.

Product is transported 187 km by road to Yurbi, a Companyowned loading facility, where it is loaded on public rail and transported to a public port at which we lease a berth.

We own and operate Cannington.

The Cannington deposit is contained within mining leases granted by the State of Queensland in 1994 and which expire in 2029.

The deposit was discovered in 1990. Concentrate production commenced in 1997.

In February 2003, the Cannington Growth Project commenced to improve mill throughput and metal recovery. The project was completed during FY2005.

The beneficiation plant consists of a primary grinding circuit (AG mill), secondary grinding circuit (tower mill), pre-flotation circuit, fine lead flotation circuit, coarse lead flotation circuit, zinc flotation circuit, concentrate and tailings thickening, lead and zinc concentrate leaching circuits, lead and zinc concentrate filtration circuit and a paste plant.

Nominal capacity is 3.1 mtpa. A power station, consisting of a combination of gas-fired and diesel-fired engines, located at Cannington, is operated under contract to supply power solely to Cannington.

Development projects

Olympic Dam

Pre-feasibility study work on the proposed expansion of Olympic Dam is complete. The study has addressed production capacities, mining methods, processing (including smelting) options and supporting infrastructure requirements. Based on this work, a project configuration has been described in a draft Environmental Impact Statement (EIS) provided to the Federal, South Australian and Northern Territory governments which was publicly released on 1 May 2009. The proposed expansion would be a progressive development requiring construction activity over a period of 11 years to increase production to up to 750,000 tonnes per annum of copper, 19,000 tonnes per annum of uranium oxide and 800,000 ounces of gold. Government decisions on the draft EIS are expected by mid 2010. After that, the expansion project will depend on successfully completing all required feasibility studies and on BHP Billiton Board approval of the final investment case.

Escondida

Exploration of the Escondida lease and early drilling results suggest that there is extensive additional mineralisation in close proximity to existing infrastructure and processing facilities, including a new prospect known as Pampa Escondida. Further study will be required before we establish whether it can be economically extracted. Escondida is planning to invest an estimated US$198 million (US$114 million our share) in drilling, assaying and metallurgical test work in exploration across the mining lease over the next five years.

Antamina

Following extensive drilling completed during 2006 – 2007 and an updated resource model, Antamina increased its reserves estimate. We are currently considering production expansion alternatives.

Resolution Copper

We hold a 45 per cent interest in the Resolution Copper project in Arizona, which is operated by our partner, Rio Tinto, which owns the other 55 per cent. Resolution Copper is currently undertaking a pre-feasibility study into a substantial underground copper mine and processing facility. During fiscal year 2009, Resolution Copper began sinking the number 10 shaft, which will provide further access to the orebody and also serve as a ventilation shaft during operation.

2.2.5 Diamonds and Specialty Products Customer Sector Group

Our Diamonds and Specialty Products CSG operates our diamonds and titanium minerals businesses and the exploration and development of a potash business.

Diamonds

The cornerstone of our diamonds business is the EKATI diamond mine in the Northwest Territories of Canada, of which we own 80 per cent. EKATI has produced on average over three million carats per year of rough diamonds over the last three years. However, the grade of ore we process fluctuates from year to year, resulting in variations in carats produced. In addition, the proportion of our production consisting of high-value carats (larger and/or higher-quality stones) and low-value carats (smaller and/or lower-quality stones) will fluctuate from year to year. Production at EKATI continues to transition from predominantly open-cut to a mix of open-cut and underground mining. EKATI has development options for future open-cut and underground mines to extend the life of the operation. The mine life based on current reserves and rate of production is nine years.

Annual sales from EKATI (100 per cent terms) represent approximately two per cent of current world rough diamond supply by weight and approximately six per cent by value. We sell most of our rough diamonds to international diamond buyers through our Antwerp sales office. We also sell a smaller amount of our diamond production to two Canadian manufacturers based in the Northwest Territories.

Titanium minerals

Our principal interest in titanium minerals consists of our 50 per cent effective interest in Richards Bay Minerals (RBM). RBM is one of the largest and lowest-cost producers of titania slag, high-purity pig iron, rutile and zircon from mineral sands. Approximately 90 per cent of the titanium dioxide slag produced by RBM is suitable for the chloride process of titanium dioxide pigment manufacture and is sold internationally under a variety of short, medium and long-term contracts. The other 50 per cent of RBM is owned by Rio Tinto.

In December 2008, RBM announced an agreement had been reached for a 26 per cent Broad-Based Black Economic Empowerment (‘BBBEE’) transaction. The BBBEE Consortium includes investors, local communities and RBM employees. The transaction will become effective on receipt of the remaining regulatory approvals.

Potash

We believe that sound industry fundamentals, driven by rising demand for fertilisers, together with the resource attributes and capital-intensive nature of greenfield potash developments, make potash a suitable commodity for our portfolio.

In June 2006, we entered into a joint venture agreement with Anglo Potash Ltd, which gave us a 75 per cent interest in a large land position in Saskatchewan. BHP Billiton is the operator of the joint venture. In July of 2008 we acquired the remaining 25 per cent of our interest in the joint venture when we acquired our partner Anglo Potash Ltd. We now control 100 per cent of the land position.

Our permit positions for potash extend over 7,338 square kilometres of highly prospective exploration ground within Saskatchewan and Manitoba. We are currently studying development alternatives (see Development projects below).

Information on Diamonds and Specialty Products mining operations

The following table contains additional details of our mining operations. This table should be read in conjunction with the production (see section 2.3.2) and reserve tables (see section 2.14.2).

Name, location, mineralisation style, type of mine and access DIAMONDS	Ownership, operation and title/lease	History	Facilities andpower source

EKATI Diamond Mine

310 km northeast of Yellowknife, Northwest Territories, Canada

Eocene age kimberlite pipesdominantly volcaniclastic infill

Fox is an open-cut mine and Panda and Koala are underground mines.

The mines are accessible year round by contracted aircraft.

Road access is available for approximately 10 weeks per year via an ice road.

We own an 80% interest in the Core Zone joint venture, which includes the existing operations. The remaining 20% interest is held by two individuals.

We also own a 58.8% interest in the Buffer Zone joint venture, made up predominantly of exploration targets.

We are the operators of the mines.

Tenure is secured through ownership of mining leases granted by the Government of Canada. Mining leases have been granted for reserves until 2017.

Construction began in 1997 and production from the first open-cut was initiated in 1997. The mine and processing plant began operation in mid 1998.

In October 2001, we acquired Dia Met Minerals Ltd, bringing our interest in the Core Zone and Buffer Zone joint ventures up to 80% and 58.8% respectively.

Current active mines include one open-cut (Fox) and two underground mines (Panda and Koala).

The processing plant consists of crushers, washers/scrubber and grinder and heavy media separator. The diamond recovery process makes use of magnetics and X- ray sorters.

All the electric power is generated by our Company-owned and operated diesel power station. In addition, there is storage for approximately 90 million litres of diesel fuel on-site.

TITANIUM MINERALS Richards Bay Minerals

RBM has four beach sand dredge mines located 10 to 50 km north of Richards Bay, KwaZulu-Natal, South Africa

Quaternary age coastal dune deposits-heavy mineral sands concentrated by wave action and aeolian processes

RBM comprises two legal entities, Tisand (Pty) Ltd and Richards Bay Iron and Titanium (Pty) Ltd. Our share is 51% and 49.45% respectively. The remaining 49% and 50.55% are held by Rio Tinto. The overall net

Richards Bay Minerals was formed in 1976 to mine and beneficiate the sands in the coastal dunes.

The mining operations were expanded to five, with the last mine added in 2000. In 2006, this

Mining is conducted largely by sand dredge mining, with minor supplementary dry mining. Gravity separation is then utilised to produce a heavy mineral concentrate. This concentrate is then

Name, location, mineralisation style, type of mine and access

The mines are accessible via public rail, road and port.

The rail between the mine site, harbour and shipping facilities are owned by Spoornet and Portnet (both government business enterprises supplying services on behalf of the state). The roads accessing the smelter are governmentowned.

Ownership, operation and title/lease History Facilities and power source income is shared was reduced to four, trucked to a central equally. with the closure of one processing plant to mining pond. produce the finished RBM management products, being rutile independently operates and zircon and the the joint venture on ilmenite for smelter behalf of the feed. shareholders. The smelter processes RBM holds long-term the ilmenite to produce renewable leases from titanium dioxide slag, the state of South with a titanium dioxide Africa. of approximately 85% These leases are subject and high-purity iron. to the South African The nominal titanium Mining Charter and an slag capacity is application has been 1.06 mtpa. lodged for a conversion to a New Order Mining The power for the Rights (see section 2.7, operation is purchased ‘Government from the South African regulations’). grid.

Development projects

Potash

We are currently undertaking a pre-feasibility study for the Jansen project, a potentially substantial greenfield potash mine in the province of Saskatchewan, Canada. The Jansen project envisages the development of an underground mining operation, processing plant and associated infrastructure. Exploration work comprising drilling and 3D seismic program has been completed, we have selected the mine site location and we are finalising the optimised mine design.

The next priority areas that have been identified are Boulder and Young, also in the province of Saskatchewan, Canada. These projects are currently conducting concept studies.

Diamonds

We are working on pre-feasibility and concept studies for developments at EKATI. Because of the nature of the kimberlite pipes in which diamonds are found, individual pipes are relatively short-lived, so we are continually working on options to bring new pipes on-stream.

Corridor Sands

During the year, we completed a pre-feasibility study on the Corridor Sands titanium minerals project (90 per cent BHP Billiton) in the Gaza province of southern Mozambique. The study found inadequate value to justify further development of the project at this time.

2.2.6 Stainless Steel Materials Customer Sector Group

Our Stainless Steel Materials business is primarily a supplier of nickel to the stainless steel industry. Nickel is an important component of the most commonly used types of stainless steel. In addition, we supply nickel and cobalt to other markets, including the specialty alloy, foundry, chemicals, and refractory material industries. We are the world’s third-largest producer of nickel and we sell our nickel products under a mix of long-term, medium-term and spot contracts, with prices linked to the LME nickel price.

During FY2009, our nickel business comprised three sets of assets:

Nickel West

Nickel West is the name for our wholly-owned Western Australian nickel assets, which consist of an integrated system of mines, concentrators, a smelter and refinery, together with our Ravensthorpe nickel operation. We mine nickel-bearing sulphide ore at our Mt Keith, Leinster and Cliffs operations north of Kalgoorlie, Western Australia. We operate concentrator plants at Mt Keith and at Leinster, which also concentrates ore from Cliffs. Leinster and Mt Keith have reserve lives of six and 15 years respectively at current rates of production, and both have options for further expansion. Cliffs is a high-grade underground mine with an expected reserve life of four years. The extraction of ore at Cliffs commenced in FY2008.

We also operate the Kambalda concentrator south of Kalgoorlie, which processes ore and concentrate purchased from third parties.

We transport concentrate from Leinster, Mt Keith and Kambalda to our Kalgoorlie smelter, which processes it into nickel matte, containing approximately 68 per cent nickel. In FY2009, we exported approximately 31 per cent of our nickel matte production. We processed the remaining nickel matte at our Kwinana nickel refinery, which produces nickel metal in the form of LME grade briquettes and nickel powder, together with a range of saleable by-products. In June 2008, we announced that we brought forward a planned furnace rebuild at the Kalgoorlie smelter and that, as a consequence, the smelter was shut down and the Kwinana nickel refinery had a concurrent period of extended maintenance. The smelter furnace rebuild was completed after approximately three months. Production in FY2009 was 88,700 tonnes of contained nickel, approximately 9,400 tonnes lower than in FY2008 principally due to the aforementioned smelter furnace rebuild and concurrent maintenance at the Kwinana nickel refinery.

Our Ravensthorpe nickel operation was commissioned during FY2008. Ravensthorpe comprises a large open-cut laterite nickel mine and an enhanced pressure acid leach concentrator plant. The plant’s production, a mixed hydroxide precipitate (MHP) containing approximately 40 per cent nickel, was shipped to the expanded Yabulu refinery (see below) for refining into nickel metal. In January 2009, we announced the indefinite suspension of the Ravensthorpe operation due primarily to the marked decrease in the LME nickel price and the additional capital that would be required to complete ramp-up to and sustain production at projected operating levels.

The Ravensthorpe nickel operation is the subject of a future options study that is targeting completion during calendar year 2009. We are evaluating future options for this asset, which includes a potential divestment.

Yabulu

This wholly-owned nickel refinery in Queensland, Australia, began operations in 1974 to service the nearby nickel laterite Greenvale mine, which closed in 1993. Since then, it has continued to process laterite ores purchased from third party mines in New Caledonia, Indonesia and the Philippines. In FY2008, we completed a significant expansion of the refinery to give it the capacity to process MHP from Ravensthorpe. The expansion more than doubled the nickel production capacity of the plant to an estimated 76,000 tonnes per annum of contained nickel. Since the announcement to indefinitely suspend the Ravensthorpe operation in January 2009, Yabulu has reverted to processing ore only.

In July 2009, we announced the sale of the Yabulu nickel refinery, which was completed on 31 July 2009.

Cerro Matoso

Cerro Matoso, our 99.94 per cent owned nickel operation in Colombia, combines a lateritic nickel ore deposit with a low-cost ferronickel smelter. Cerro Matoso is the world’s second-largest producer of ferronickel and one of the lowest-cost producers of ferronickel. The smelter produces high-purity, low-carbon ferronickel granules. Production in FY2009 was 50,500 tonnes of contained nickel, approximately 8,700 tonnes higher than in FY2008 principally due to FY2008 production being affected by an industrial stoppage. Cerro Matoso has an estimated reserve life of 40 years, based on current production levels.

Information on Stainless Steel Materials mining operations

The following table contains additional details of our mining operations. This table should be read in conjunction with the production (see section 2.3.2) and reserve tables (see section 2.14.2).

Name, location, mineralisation style, type of mine and access NICKEL Mt Keith 460 km north of Kalgoorlie, Western Australia, Australia Disseminated textured magmatic nickel-sulphide mineralisation, associated with metamorphosed ultramafic lava flows and intrusions Open-cut mine The mine is accessible by private road. Nickel concentrate is transported by road to Leinster nickel operations from where it is dried and transported by public road and rail to Kalgoorlie smelter. Leinster	Ownership, operation and title/lease We own and operate the mine at Mt Keith. We hold leases over the land from the Western Australian Government. The key leases have expiry dates between 2011 and 2029. Further renewals are at the government’s discretion. We own and operate the mines at Leinster.	History The Mt Keith mine was officially commissioned in January 1995 by WMC. In June 2005, we gained control of Nickel West (Leinster, Mt Keith and Cliffs) as part of the acquisition of WMC. Production commenced in 1967.	Facilities andpower source
			Concentration plant with a capacity of 11.5 mtpa of ore. Power at Mt Keith nickel operations is primarily derived from on-site third party gas-fired turbines. Gas for these turbines is sourced by us from the North West Shelf gas fields. The existing gas supply contract expires in 2013. The gas is transported through the Goldfields Gas Pipeline, pursuant to an agreement with Southern Cross Pipeline Australia that expires in 2037. Concentration plant with a capacity of 3 mtpa of

Concentration plant with a capacity of 3 mtpa of ore.

375 km north of Kalgoorlie in Western Australia, We hold leases over the Australia land from the Western Australian Government. Steeply dipping The key leases have disseminated and massive expiry dates between textured nickel-sulphide 2019 and 2030. Further mineralisation, associated renewals are at the with metamorphosed government’s discretion.

In June 2005, we gained control of Nickel West (Leinster, Mt Keith and Cliffs) as part of the acquisition of WMC.

Power at Leinster nickel operations is primarily derived from on-site third party gas-fired turbines. Gas for these turbines is sourced by us from the North West Shelf gas fields. The existing gas

Steeply dipping disseminated and massive textured nickel-sulphide mineralisation, associated with metamorphosed ultramafic lava flows and intrusions

Name, location, mineralisation Ownership, operation and style, type of mine and access title/lease History

Open-cut and underground mines The mine is accessible by government-owned road and rail. Nickel concentrate is shipped by road and rail to the Kalgoorlie smelter.

Cliffs

We own and operate the Production commenced mine at Cliffs. in 2008. We hold leases over the In June 2005, we gained land from the Western control of Nickel West Australian Government. (Leinster, Mt Keith and The key leases have Cliffs) as part of the expiry dates between acquisition of WMC.

430 km north of Kalgoorlie in Western Australia, Australia

We hold leases over the land from the Western Australian Government. The key leases have expiry dates between 2025 and 2026. Further renewals are at the government’s discretion.

Steeply dipping massive textured nickel-sulphide mineralisation, associated with metamorphosed ultramafic lava flows

Underground mine

The mine is accessible by private road.

Nickel ore is transported by road to the Leinster nickel operations for further processing.

Ravensthorpe We own and operated the We announced approval mine at Ravensthorpe. of the Ravensthorpe 155 km west of Esperance, Nickel Development Western Australia, We hold 21-year leases Project in March 2004. Australia over the land from the Western Australian Ravensthorpe was Nickel-laterite Government. Expiry officially opened in May mineralisation formed from dates of the key leases 2008. residual weathering of range between 2019 and metamorphosed ultramafic We announced indefinite 2025. Further renewals lava flows and associated suspension of the are at the government’s intrusions operation in January discretion.

Ravensthorpe was officially opened in May 2008.

We announced indefinite suspension of the operation in January 2009.

Open-cut mine

We are evaluating future options for this asset, which includes a potential divestment.

The mine is accessible by government-owned road.

Facilities and power source supply contract expires in 2013.

The gas is transported through the Goldfields Gas Pipeline, pursuant to an agreement with Southern Cross Pipeline Australia that expires in 2037.

Power at our Cliffs mining operations is primarily derived from Mt Keith’s on-site third party gas-fired turbines. Gas for these turbines is sourced by us from the North West Shelf gas fields. The existing gas supply contract expires in 2013.

The gas is transported through the Goldfields Gas Pipeline, pursuant to an agreement with Southern Cross Pipeline Australia that expires in 2037.

Ravensthorpe’s processing plant has a capacity of up to 50,000 tpa of contained nickel and 1,400 tpa of cobalt.

Ravensthorpe is a fully integrated operation, able to provide its own power.

Ravensthorpe nickel operation uses the enhanced pressure acid leach (EPAL) process, which combines pressure acid leaching and atmospheric leaching to recover nickel and cobalt from laterite ores, producing MHP.

Name, location, mineralisation style, type of mine and access

Cerro Matoso

Montelibano, Córdoba, Colombia

Nickel-laterite mineralisation formed from residual weathering of ophiolitic peridotite

Open-cut mine

The mine is accessible by public highway.

Ownership, operation and title/lease

We own 99.94% of CMSA. 0.06% is held by employees.

Existing mining concession rights are renewable in 2012 with a 30-year extension period until 2042. Further extension is possible at that time.

Land on which reserves are located is owned.

History

Mining commenced in 1980 and nickel production started in 1982 under Colombian Government, BHP Billiton and Hanna Mining ownership.

In 1989, we increased our ownership to 53%, in 1997 to 99.8% and in 2007 to 99.94%.

In 1999, an expansion project to double installed capacity was started, and in January 2001 the first metal was tapped from this second line.

Facilities and power source

The ferronickel smelter and refinery are integrated with the mine.

Beneficiation plant for the mine consists of a primary and secondary crusher, which is sent to a stacker for ore stockpiling and blending.

Process design capacity is 50,000 tpa of nickel in ferronickel form. Actual capacity depends on nickel grade from the mine.

Electricity is supplied from the national grid based on supply contracts negotiated for five-year periods. The existing electricity supply contract terminates in December 2010.

A pipeline supplies domestic natural gas for drier and kiln operation. The existing gas supply contract terminates in 2011.

Information on Stainless Steel Materials smelters, refineries and processing plants

Ownership, operation and Operation and location title Plant type/product Capacity and power source Kambalda nickel We own and operate the Mill and concentrator The Kambalda concentrator Kambalda nickel plant producing concentrator has a concentrator and hold concentrate containing capacity of 56 km south of Kalgoorlie, mineral leases over the approximately 13% approximately 1.6 mtpa Western Australia, land from the Western nickel. of ore. Australia Australian government that expire in 2028. Further renewals are at the government’s discretion.

Operation and location Kalgoorlie nickel smelter Kalgoorlie, Western Australia, Australia Kwinana nickel refinery 30 km south of Perth, Western Australia, Australia	Ownership, operation and title Ore is sourced through tolling and concentrate purchase arrangements with third parties in the Kambalda region. We own and operate the Kalgoorlie nickel smelter operation and hold freehold title over the property. We own and operate the Kwinana nickel refinery operation and hold freehold title over the property.	Plant type/product The flash smelting process produces matte containing approximately 68% nickel. The refinery uses the Sherritt-Gordon ammonia leach process to convert nickel matte from the Kalgoorlie nickel smelter into LME-grade nickel briquettes and nickel powder.	Capacity andpower source
			Power at the Kambalda concentrator is primarily derived from on-site third party gas-fired turbines. Gas for these turbines is sourced by us from the North West Shelf gas fields. The existing gas supply contract expires in 2013. The gas is transported through the Goldfields Gas Pipeline, pursuant to an agreement with Southern Cross Pipeline Australia that expires in 2037. The Kalgoorlie smelter has a capacity of 110,000 tpa of nickel matte. Power at the Kalgoorlie smelter is primarily derived from on-site third party gas-fired turbines. Gas for these turbines is sourced by us from the North West Shelf gas fields. The existing gas supply contract expires in 2013. The gas is transported through the Goldfields Gas Pipeline, pursuant to an agreement with Southern Cross Pipeline Australia that expires in 2037. The Kwinana nickel refinery has a capacity of approximately 65,000 tpa of nickel metal. Power generated by Southern Cross Energy in the goldfields is distributed across Western Power’s

Operation and location Yabulu 25 km northwest of Townsville, Queensland, Australia	Ownership, operation and title During FY2009, we owned and operated Yabulu and held freehold title over the refinery property. In July 2009, we announced the sale of the Yabulu nickel refinery. The sale was completed on 31 July 2009.	Plant type/product The refinery also produces a number of intermediate products, including copper sulphide, cobalt-nickel sulphide and ammonium sulphate. Yabulu consists of a laterite nickel refinery and cobalt refinery.	Capacity andpower source
			network for use at the Kwinana nickel refinery. The existing gas supply contract terminates in 2013. The Yabulu refinery has an annual production capacity of approximately 76,000 t of nickel and 3,200 t of cobalt.

Development projects

Cerro Matoso expansion options

Cerro Matoso has undertaken conceptual studies on options for expanding production, including a heap leaching operation. A completed feasibility study and Board approval would be required before any project based on these studies proceeds.

Mt Keith Talc co-processing

We have recently completed a feasibility study into upgrading the existing concentrator facilities at Mt Keith to enable it to process talcose ore to supplement the current ore supply. The general scope of this project is the installation of additional grinding and flotation equipment within the existing circuits at Mt Keith and the addition of a high magnesium oxide concentrate flotation circuit. If approved, this project will allow us to treat talcose ores, which make up approximately 15 per cent of the Mt Keith orebody, and which have previously not been able to be economically processed with the existing processing technology.

2.2.7 Iron Ore Customer Sector Group

Our Iron Ore CSG consists of our Western Australia Iron Ore (WAIO) business and a 50 per cent interest in the Samarco joint venture in Brazil.

Western Australia Iron Ore

WAIO’s operations involve a complex integrated system of seven mines and more than 1,000 kilometres of rail and port facilities, all located in the Pilbara region of northern Western Australia.

In response to increasing demand for iron ore, we have been expanding our WAIO operations. Since 2001, we have completed five expansion projects to increase our system production capacity from 69 million tonnes per annum to 129 million tonnes per annum (100 per cent basis). All of these projects have been completed on time and on budget. We now have two projects under construction to further increase system capacity to 205 million tonnes per annum (100 per cent basis). Additional projects now undergoing pre-feasibility or

feasibility studies would, if approved and completed on schedule, increase system capacity to 300 million tonnes per annum by 2015 (100 per cent basis). Our share of FY2009 production was 106.1 million tonnes of ore.

Our Pilbara reserve base is relatively concentrated, allowing us to plan our development around a series of integrated ‘mining hubs’ joined to the orebodies by conveyors or spur lines. The mining hub approach enables us to maximise the value of installed infrastructure by using the same processing plant and rail infrastructure for a number of orebodies. Blending ore at the hub gives us greater flexibility to respond to changing customer requirements and changing properties in the ore being mined, as well as reducing the risk of port bottlenecks.

In conjunction with our capacity expansion, we have continued to explore and refine our understanding of existing tenements. Our proven ore reserves are high-grade, with average iron content ranging from 57.2 per cent at Yandi to 63.6 per cent at Mt Newman. The reserves lives of our mines at current production levels range from 13 years at Mt Goldsworthy (Area C) to 92 years at Jimblebar.

Most of our sales take place under long-term volume contracts with steel producers in Asia. Prices are generally set through annual negotiations. In the longer term, we are promoting a shift away from annually negotiated prices to a system based on transparent market-indexed prices.

Samarco

We are a 50-50 joint venture partner with Vale at the Samarco operations in Brazil. During the 2008 fiscal year, Samarco completed an expansion project consisting of a third pellet plant, a mine expansion, a new concentrator, port enhancements and a second slurry pipeline. Our share of production in FY2009 was approximately 8.3 million tonnes of ore. Samarco has a mine life of 39 years at current production rates.

During FY2009, market conditions required Samarco to operate its three pellet plants intermittently in response to decreased global demand for pellet production. Operations are continually monitored to ensure that utilisation of all pellet plants are optimised.

Information on Iron Ore mining operations

The following table contains additional details of our mining operations. This table should be read in conjunction with the production (see section 2.3.2) and reserve tables (see section 2.14.2).

Name, location, mineralisation style, type of mine and access Mt Newman joint venture Pilbara region, Western Australia, Australia Mt Newman joint venture iron ore products are derived from bedded ore types. These are classified as per the host Archaean or Proterozoic iron formation, which are Brockman, Marra Mamba and Nimingarra. Open-cut mine The mine is accessible by public road and Company-	Ownership, operation and title/lease We hold an 85% interest in the Mt Newman joint venture. The other 15% is held by Mitsui ITOCHU Iron (10%), ITOCHU Minerals and Energy of Australia (5%). We are the operators of the Mt Whaleback orebody. Independent contractors operate the mining of orebodies 18, 23, 25, 29 and 30. Mining lease under the Iron Ore (Mt Newman)	History Production began at the Mt Whaleback orebody in 1969. Production continues to be sourced from the major Mt Whaleback orebody, complemented by production from orebodies 18, 23, 25, 29 and 30.	Facilities andpower source
			At Mt Whaleback, primary and secondary crushing plants (capacity of 30 mtpa); a heavy media beneficiation plant (capacity of 8 mtpa) and a train-loading facility. At orebody 25, an additional primary and secondary crushing plant (capacity of 10 mtpa). A crusher and train- loading facility at orebody 18.

Name, location, mineralisation Ownership, operation and style, type of mine and access title/lease History Facilities and power source owned rail to the joint Agreement Act 1964, this Power comes from Alinta venture’s Nelson Point expires in 2030 with the Dewap’s Newman gasshipping facility at Port right to successive fired power station via Hedland. renewals of 21 years. Company-owned powerlines under longterm contracts. Yandi joint venture We hold an 85% interest We began development Two processing plants in the Yandi joint of the orebody in 1991. and a primary crusher Pilbara region, Western venture. The other 15% is The first shipment and overland conveyor Australia, Australia held by Mitsui Iron Ore occurred in 1992. are used to crush and Yandi joint venture iron ore Corporation (7%), screen ore and deliver it Capacity was products are derived from ITOCHU Minerals and to one of two trainbedded and channel ore Energy of Australia progressively expandedbetween 1994 and 2003 loading facilities. types. Bedded ores are (8%). and is currently in excess Power comes from Alinta classified as per the host Proterozoic banded iron An independent contract of 42 mtpa. Dewap’s Newman mining company is the gas-fired power station formation names, which for Yandi is Brockman and operator of the mine. via Company-owned powerlines under longChannel Iron Deposits are Mining lease under the term contracts.

Yandi joint venture iron ore products are derived from bedded and channel ore types. Bedded ores are classified as per the host Proterozoic banded iron formation names, which for Yandi is Brockman and Channel Iron Deposits are Cainozoic fluvial sediments.

Mining lease under the Iron Ore (Marillana Creek) Agreement Act 1991 expires in 2012 with renewal right to a further 42 years.

Open-cut mine

The mine is accessible by public road and Companyowned rail to the Finucane Island shipping facility and Nelson Point shipping facility at Port Hedland.

Our railway spur links Yandi mine to the Newman main line.

Jimblebar

Pilbara region, Western Australia, Australia

Jimblebar iron ore products are derived from bedded ore types. These are classified based on the host Archaean or Proterozoic banded iron formation names, which are Brockman and Marra Mamba.

Open-cut mine

The mine is accessible by public road and Companyowned rail to Port Hedland via a 32 km spur line

We own 100% of the Jimblebar lease. We have a sublease agreement over the Wheelara deposit with ITOCHU Minerals and Energy of Australia, Mitsui Iron Ore and four separate subsidiaries of Chinese steelmakers. As a consequence of this arrangement, we are entitled to 85% of production from the Wheelara sublease.

An independent contract mining company is the operator of the mine.

Production at Jimblebar began in March 1989.

The ore currently being produced is blended with ore produced from Mt Whaleback and satellite orebodies 18, 23, 25, 29 and 30 to create the Mt Newman blend.

Primary and secondary crushing plant (capacity of 13.9 mtpa).

Power comes from Alinta Dewap’s Newman gasfired power station via Company-owned powerlines under longterm contracts.

Name, location, mineralisation style, type of mine and access linking with the main Newman to Port Hedland railway. Mt Goldsworthy joint venture Pilbara region, Western Australia, Australia Mt Goldsworthy joint venture iron ore products are derived from bedded ore types. These are classified as per the host Archaean or Proterozoic iron formation names, which are Brockman, Marra Mamba and Nimingarra. Open-cut mine includes Area C, Yarrie and Nimingarra. The mine is accessible by public road and Company- owned rail to the joint venture’s Finucane Island shipping facilities and the Nelson Point shipping facilities, both located at Port Hedland. Our railway spur links Area C mine to the Newman main line. Samarco Southeast Brazil Samarco iron ore products are derived from Itabirites (metamorphic quartz- hematite rock) and friable hematite ores. Open-cut mine The mine is accessible by public road. Conveyor belts transport iron ore to the	Ownership, operation and title/lease Mining lease under the Iron Ore (McCamey’s Monster) Agreement Authorisation Act 1972 expires in 2030 with the rights to successive renewals of 21 years. We hold an 85% interest in the Mt Goldsworthy joint venture. The other 15% is held by Mitsui Iron Ore Corporation (7%) and ITOCHU Minerals and Energy of Australia (8%). An independent contract mining company is the operator of the mine. Four mineral leases under the Iron Ore (Mt Goldsworthy) Agreement Act 1964 and the Iron Ore (Goldsworthy— Nimingarra) Agreement Act 1972, which have expiry dates between 2014 and 2028 with rights to successive renewals of 21 years. A number of smaller mining leases granted under the Mining Act 1978 in 2005. We own 50% of Samarco. The other 50% is owned by Vale. Samarco is operated as an independent business with its own management team. The Brazilian Government has granted mining concessions to Samarco as long as it mines the Alegria	History Operations originally commenced at the Mt Goldsworthy project in 1966 and the Shay Gap mine in 1973. The original mine closed in 1982 and the associated Shay Gap mine closed in 1993. Mining at the Nimingarra mine ceased in 2007 and has since continued from the adjacent Yarrie area. We opened Area C mine in 2003. Production began at the Germano mine in 1977 and at the Alegria complex in 1992. The Alegria complex has now replaced the depleted Germano mine. An expansion occurred in 1997 when a second pellet plant was built. In 2005, an optimisation project increased pellet	Facilities andpower source
			The primary crushers at Yarrie and Nimingarra, with a combined capacity of 8 mtpa, have been placed into care and maintenance. Yarrie is currently using mobile in-pit crushing plant at a rate of 2 mtpa. An ore processing plant, primary crusher and overland conveyor are located at Area C with capacity of 42 mtpa. Power for Yarrie and Nimingarra is sourced via overhead powerlines from the Port Hedland gas-fired powered station operated by Alinta Dewap under long-term contracts. Area C sources its power from the Newman gas- fired power station also operated by Alinta Dewap under long-term contracts. There are two 396 km iron ore slurry pipelines integrating the mining complex to pellet plants. With the addition of the third pellet plant expansion, Samarco has the capacity to process and pump a total of 24 mtpa of ore concentrate and produce and ship approximately

Name, location, mineralisation Ownership, operation and style, type of mine and access title/lease History Facilities and power source beneficiation plant and a complex according to an feed and pellet 21.6 mtpa of pellets 396 km slurry pipeline agreed plan. production. (100% basis). transports pellet feed to the The most recent Samarco holds interests pellet plants on the coast. expansion occurred in in two hydro-electric Iron pellets are exported via 2008 when a third pellet power plants. These private port facilities. plant was built as well as plants furnish a second pipeline. approximately 19.2% of Current capacity, on a Samarco’s electricity 100% basis, is 21.6 mtpa. requirements.

Samarco has signed two agreements expiring in 2014 to purchase remaining power needs from two local concessionaires that operate other hydroelectric power plants.

Development projects

Western Australia Iron Ore

Construction of Rapid Growth Project (RGP) 4 is continuing. This project was approved in March 2007 and is designed to deliver an additional 26 million tonnes per annum of capacity, bringing the total installed capacity of our WAIO operations to 155 million tonnes per annum (100 per cent share). The projected cost of RGP 4 is US$1,850 million.

The Board approved project expenditure of US$4.8 billion in November 2008 for RGP 5. The focus of this expansion project is to substantially double track the Newman mainline rail and construct two new shipping berths on the Finucane Island side of the Port Hedland harbour. RGP 5 is expected to increase the installed capacity of our WAIO operations by a further 50 million tonnes per annum to 205 million tonnes per annum (100 per cent share). The additional mine capacity will be predominantly at Yandi (40 million tonnes per annum) with the 10 million tonnes per annum balance coming from the Area C and Newman mines.

Western Australia Iron Ore—Rio Tinto Joint Venture

On 5 June 2009, we signed a non-binding agreement with Rio Tinto to form a 50-50 production joint venture combining the economic interests of both companies’ current and future iron ore assets in Western Australia. We are progressing the development of definitive agreements with Rio Tinto based on the announced agreed principles and intend to sign these documents as soon as practicable.

The joint venture offers a unique opportunity to capture substantial production and development synergies from the companies’ overlapping world-class resources. These synergies are anticipated to come from:

combining adjacent mines into single operations;
reducing costs through shorter rail hauls and more efficient allocations of port capacity;
blending opportunities which will maximise product recovery and provide further operating efficiencies;

optimising future growth opportunities through the development of consolidated, larger and more capital efficient expansion projects; and
combining the management, procurement and general overhead activities into a single entity.

The non-binding agreement provides, in addition to other matters, that:

the joint venture will operate as a cost centre and deliver iron ore to each company to market independently (except for 10 to 15 per cent of the joint venture volumes that will be sold on the spot market);
in order to equalise the value of the two economic interests, BHP Billiton will, subject to finalisation adjustments, invest US$5.8 billion at financial close; and
senior management of the entity will be determined jointly on the basis of the ‘best person for the job’ with broadly equal initial participation from BHP Billiton and Rio Tinto.

It is intended that BHP Billiton’s Iron Ore President, Ian Ashby, will be appointed as the initial Chief Executive Officer of the joint venture, while Sam Walsh, currently Rio Tinto’s Chief Executive Iron Ore will be appointed as initial Chairman of the non-executive owners’ council.

Formation of the joint venture is expected to be completed by mid-2010. Pre-conditions for formation of the joint venture include receipt of regulatory and relevant governmental clearances and approval from the shareholders of both Rio Tinto and BHP Billiton.

West Africa

We are currently carrying out exploration activities and concept studies in Guinea at our Nimba deposit to determine the economic viability, sustainability impacts and management implications of a potential mine development in this area. In addition, we are carrying out exploration activities on various exploration leases we hold in Liberia.

2.2.8 Manganese Customer Sector Group

Our Manganese operations produce a combination of ores, alloys and metal from sites in South Africa and Australia. We are the world’s largest producer of seaborne manganese ore and among the top three global producers of manganese alloy.

Manganese alloy is a key input into the steelmaking process. Our high-grade ore is particularly valuable to alloy producers because of the ‘value in use differential’ over low-grade ore, which is the degree to which highgrade ore is proportionately more efficient in the alloying process than low-grade ore.

Although our corporate strategy is to focus on upstream resources businesses, our low-cost alloy smelters have been significant contributors to our profit in recent years. In addition, they add value to the overall manganese business because they enable us to access markets with an optimal mix of ore and alloy, optimise production to best suit market conditions and give us insights into the performance of our ores in smelters.

Approximately 80 per cent of our ore production is sold directly to external customers and the remainder is used as feedstock in our alloy smelters.

We own and manage all of our manganese mining assets and alloy plants through a 60-40 joint venture with Anglo-American. The joint venture assets are Samancor Manganese, which owns Hotazel Manganese Mines (HMM) and Metalloys, both situated in South Africa and the Groote Eylandt Mining Company (GEMCO) and Tasmanian Electro Metallurgical Company (TEMCO) located in Australia. In July 2009, Samancor sold 26 per cent of HMM in a series of transactions designed to comply with South Africa’s Black Economic Empowerment requirements.

The joint venture also owns 51 per cent of the Manganese Metal Company, which operates a manganese metal plant in South Africa. Our manganese metal and alloy sales are principally to carbon steelmakers.

Mines:

• Hotazel

HMM owns the Mamatwan open-cut mine and the Wessels underground mine. The ore contained in these mines requires only crushing and screening to create saleable product with no further upgrade steps required. These assets produced 2.1 million tonnes of ore during FY2009 and have opportunities for further expansion. In FY2009, production was reduced in response to lower demand as a result of the global economic slow down. At FY2008 production rates, Mamatwan and Wessels have reserve lives of 22 and 49 years.

• GEMCO

As a result of its location near our own port facilities and its simple, open-cut mining operation, GEMCO is one of the lowest-cost manganese ore producers in the world. Simple operations combined with its highgrade of ore and relative proximity to Asian export markets make GEMCO unique among the world’s manganese mines. GEMCO produced over 3.5 million tonnes of ore in FY2008. In FY2009, production was reduced to 2.3 million tonnes in response to lower demand. At a production rate of four million dry tonnes per annum, it has a reserve life of 14 years. The GEMCO expansion project was completed in FY2009 and we are studying other expansion options (see Development projects below).

Alloy Plants:

• Metalloys

The Samancor Manganese Metalloys alloy plant is one of the largest manganese alloy producers in the world. Due to its size and access to high-quality feedstock from our Hotazel operations, it is also one of the lowest-cost alloy producers. Metalloys produces high and medium-carbon ferromanganese and silicomanganese. In FY2009, production rates were curtailed due to the global economic slowdown and 301,000 tonnes of alloy were produced.

• TEMCO

TEMCO is a medium-sized, captive producer of high-carbon ferromanganese, silicomanganese and sinter using ore shipped from GEMCO, primarily using hydroelectric power. Like Metalloys, production rates were reduced compared with FY2008 and 212,000 tonnes of alloy were produced.

Information on Manganese mining operations

The following table contains additional details of our mining operations. These tables should be read in conjunction with the production (see section 2.3.2) and reserve tables (see section 2.14.2).

Name, location, mineralisation style, type of mine and access Hotazel Manganese Mines Kalahari Basin, South Africa Mamatwan is an open-cut mine. The ore occurs in Proterozoic volcanogenetic	Ownership, operation and title/lease Hotazel Manganese Mines, a division of Samancor Manganese, is the owner of Mamatwan and Wessels. BHP Billiton is the operator of the mines.	History Mamatwan was commissioned in 1964. Wessels was commissioned in 1973.	Facilities andpower source
			Mamatwan’s capacity is currently 3.5 mtpa of ore and sinter based on the current product mix at the mine. The beneficiation plant consists of primary,

Name, location, mineralisation style, type of mine and access

sediments associated with banded iron formation hosted by the Hotazel Formation Wessels is an underground mine.

The mines are accessible by rail and public road. Most ore and sinter products are transported by governmentowned rail. Approximately one third of the ore produced is beneficiated locally with the balance exported via Port Elizabeth and Durban.

Ownership, operation and title/lease History Facilities and power source To comply with the secondary and tertiary South African Mining crushing with associated Charter and scorecard, screening plants. There is Samancor Manganese has a dense medium entered into four separator and a sinter transactions that have plant with a capacity of resulted in 26% Black 1 mtpa of sinter. Economic Empowerment Wessels has two loaders ownership of Hotazel and four haulers with an Manganese Mines. These annual capacity of transactions closed in approximately 1 mtpa of July 2009.

secondary and tertiary crushing with associated screening plants. There is a dense medium separator and a sinter plant with a capacity of 1 mtpa of sinter. Wessels has two loaders and four haulers with an annual capacity of approximately 1 mtpa of ore. The processing is a simple crushing and screening circuit consisting of primary and secondary crushing circuits with associated screening capacity.

The power source is the national utility company Eskom.

Groote Eylandt Mining Company Pty Ltd (GEMCO)

Groote Eylandt, Northern Territory, Australia

The ore occurs in partially supergene enriched stratiform Cretaceous sandstone—claystone associated type sedimentary orebodies

Open-cut mine

Ore is transported from the concentrator by road train directly to our shipping facilities at the port at Milner Bay.

We own 60% of GEMCO, which owns and operates the mine. The remaining 40% is owned by Anglo American.

All leases situated on Aboriginal land held under the Aboriginal Land Rights (Northern Territory) Act 1976. Leases have been renewed for a period of 25 years from 2006.

The mine was first commissioned in 1965.

The beneficiation process consists of crushing, screening, washing and dense media separation with lump and fines products being produced. The existing capacity is 4.0 dry mtpa.

GEMCO owns and operates its own on-site diesel power generation facility.

Information on Manganese smelters, refineries and processing plants

Operation and location Manganese Metal Company (Pty) Ltd Nelspruit, South Africa Metalloys Meyerton, South Africa Tasmanian Electro Metallurgical Company Pty Ltd (TEMCO) Bell Bay, Tasmania, Australia	Ownership, operation and title Samancor Manganese owns 51% of Manganese Metal Company. Delta Plc indirectly owns the remaining 49%. Manganese Metal Company holds freehold title over the property, plant and equipment. Metalloys is a division of Samancor Manganese. Samancor Manganese holds freehold title over the property, plant and equipment. We own 60% of TEMCO. Anglo American owns the remaining 40%. TEMCO holds freehold title over the property, plant and equipment.	Plant type/product A manganese production plant at Nelspruit processing and electrowinning of manganese ore into electrolytic manganese metal (via a selenium- free hydrometallurgical electroplating extraction process). The manganese alloy plant uses eight electric arc furnaces to produce manganese alloys such as high-carbon ferromanganese and silicomanganese and an oxygen blast converter process producing refined (medium-carbon ferromanganese) alloy. Four electric arc furnaces and a sinter plant produce ferroalloys, including high-carbon ferromanganese, silicomanganese and sinter.	Capacity andpower source
			Manganese Metal Company has a capacity to produce 27,000 tpa of electrolytic manganese metal. The power source is from Eskom. 370,000 tpa of high- carbon ferromanganese (including hot metal), 120,000 tpa of silicomanganese and 82,000 tpa of medium- carbon ferromanganese in various fractions. The power source is the national utility company Eskom plus 30 MW of internal power generated from waste heat. Nominal capacity based on the 2008 product mix is 147,000 tpa of high- carbon ferromanganese, 115,000 tpa of silicomanganese and 341,000 tpa of sinter. TEMCO sources its electrical power from Aurora Energy, the state- owned power distribution and retailing company. Power in Tasmania is principally generated from hydro stations, but supplemented with a 240 MW gas generation station. TEMCO also self-generates 11 MW for internal use from an on- site energy recovery unit.

Development projects

GEMCO expansion

The expansion of the GEMCO’s processing plant by an estimated one million tonnes per annum at a cost of US$93 million (BHP Billiton share) was completed in the FY2009. This project was delivered on time and under budget. We are undertaking a pre-feasibility study into further expansion options. The project commissioning is under way and will continue into the first quarter of FY2010.

Hotazel Manganese Mines

Two expansion projects in South Africa are expected to add one million tonnes per annum of capacity (100 per cent, or about 0.6 million tonnes per annum BHP Billiton share) for an estimated capital expenditure of US$55 million (BHP Billiton share).

2.2.9 Metallurgical Coal Customer Sector Group

Our Metallurgical Coal CSG is the world’s largest supplier of seaborne metallurgical coal. Metallurgical coal, along with iron ore and manganese, is a key input in the production of steel.

We have production assets in two major resource basins: the Bowen Basin in Central Queensland, Australia and the Illawarra region of New South Wales, Australia. We are currently reviewing options in relation to a significant basin at Maruwai on the Indonesian island of Borneo in the East Kalimantan province, where we ceased exploration and development works in June 2009.

Bowen Basin

In comparison with other coal producing regions, the Bowen Basin is extremely well positioned to supply the seaborne market because of:

its high-quality metallurgical coals, which are more efficient in blast furnace use
the relatively low cost of production because of its extensive near-surface deposits
its geographical proximity to Asian customers.

We have access to key infrastructure, including a modern, integrated electric rail network and our own coal loading terminal at Hay Point, Mackay. This infrastructure enables us to maximise throughput and blending products from multiple mines to optimise the value of our production and satisfy customer requirements.

Our Bowen Basin mines are owned through a series of joint ventures. We share 50-50 ownership with Mitsubishi Development Pty Ltd of BHP Billiton Mitsubishi Alliance (BMA), which operates the Goonyella Riverside, Peak Downs, Saraji, Norwich Park, Blackwater and Gregory Crinum mines, together with the Hay Point terminal. We own 80 per cent of the South Walker Creek and Poitrel mines, with Mitsui and Co. owning the other 20 per cent. All operations are managed by BMA. The reserve lives of the Bowen Basin mines at current production rates range from seven years to 66 years.

We export Bowen Basin metallurgical coal under long-term or annual volume contracts with prices negotiated yearly. Our customers are steel producers around the world, particularly in Asia and India.

Total attributable production in FY2009 was approximately 30.1 million tonnes, compared with 27.9 million tonnes in FY2008. Production in FY2008 was affected by two episodes of heavy rain and flooding.

Illawarra

We own and operate three underground coal mines in the Illawarra region of New South Wales, which supply metallurgical coal to the nearby BlueScope Port Kembla steelworks, and domestic and export markets

under contracts with annually negotiated prices. Total production in FY2009 was approximately 6.3 million tonnes and the reserve lives of the Illawarra mines at current production rates range from five years to 14 years.

Production figures for both the Bowen Basin and Illawarra include some energy coal (less than 7 per cent and 11 per cent, respectively).

Information on Metallurgical Coal mining operations

The following table contains additional details of our mining operations. The tables should be read in conjunction with the production (see section 2.3.2) and reserves tables (see section 2.14.2).

Name, location, mineralisation Ownership, operation and style, type of mine and access title/lease History Facilities and power source Central Queensland Coal We own 50% of the Goonyella mine, which All coal is beneficiated at Associates joint venture CQCA joint venture. commenced in 1971, on-site processing Mitsubishi owns the merged with the facilities, which have a Bowen Basin, Queensland, other 50%. adjoining Riverside mine combined capacity in Australia in 1989 and is operated excess of 53.5 mtpa. BMA operates the mines. Produces a range of as the Goonyella Power is sourced from products from high-quality, Leases for the CQCA Riverside mine. Reserves the State of Queensland’s low volatile hard coking mines have expiry dates at the Riverside mine electricity grid. coal with high vitrinite between 2009 and 2037 were depleted in 2005. content, to medium volatile and are renewable for Peak Downs commenced hard coking to weak coking such further periods as production in 1972. coal, and some medium ash the Queensland Saraji mine commenced thermal coal. Seams Government allows.

All coal is beneficiated at on-site processing facilities, which have a combined capacity in excess of 53.5 mtpa. Power is sourced from the State of Queensland’s electricity grid.

Produces a range of products from high-quality, low volatile hard coking coal with high vitrinite content, to medium volatile hard coking to weak coking coal, and some medium ash thermal coal. Seams currently mined are from the Moranbah Coal Measures and are comprised of layered fine to medium grade sedimentary units intermixed with coal.

Peak Downs commenced production in 1972. Saraji mine commenced production in 1974. Norwich Park commenced production in 1979.

The joint venture holds additional undeveloped leases in the Bowen Basin.

Blackwater mine commenced production in 1967. South Blackwater and Blackwater mines were integrated from late 2000.

Goonyella Riverside, Peak Downs, Saraji, Norwich Park and Blackwater are open-cut mines. Broadmeadow is a longwall underground mine.

Broadmeadow, an underground mine developed on the Goonyella mining lease, commenced longwall operations in 2005.

The mines are accessible by public road. All coal is transported on governmentowned railways to the port of Hay Point near Mackay (incorporating CQCA’s Hay Point Coal Terminal and the Dalrymple Bay Coal Terminal) and the port of Gladstone.

Name, location, mineralisation Ownership, operation and style, type of mine and access title/lease History Facilities and power source Gregory joint venture We own 50% of the The Gregory mine All coal is beneficiated at Gregory joint venture. became operational in on-site processing Bowen Basin, Queensland, Mitsubishi owns the 1979. facilities, which have a Australia other 50%. combined capacity in Crinum mine Produces a high volatile, excess of 5 mtpa. BMA operates the mines. commenced longwall low ash hard coking coal, production in 1997. Power is sourced from and a medium ash thermal Leases have expiry dates the State of Queensland’s coal. Mining is limited to between 2013 and 2027, electricity grid. the Lilyvale (German and are renewable for Creek) Seam, which grades such further periods as to the Moranbah Coal the Queensland Measures, primarily Government allows. composed of layered fine to medium grained sedimentary units intermixed with coal. Gregory is an open-cut mine. Crinum is a longwall underground mine. The mines are accessible by public road. All coal is transported on governmentowned railways to the port of Hay Point near Mackay (incorporating CQCA’s Hay Point Coal Terminal and the Dalrymple Bay Coal Terminal) and the port of Gladstone. BHP Mitsui Coal Pty We own 80% of BHP South Walker Creek South Walker Creek coal Limited Mitsui Coal Pty Limited. became operational in is beneficiated at on-site Mitsui and Co owns the 1996, producing PCI processing facilities with Bowen Basin, Queensland, other 20%. product and minor a capacity to produce 3.5 Australia quantities of thermal mtpa of coal. BMA manages the mines, Produces a range of coking coal. which are operated Poitrel mine has a joint coal, pulverised coal through independent Construction for the venture agreement (Red injection (PCI) coal, and contractors. Poitrel mine commenced Mountain Joint Venture) thermal coal products with in early 2006 and first with the adjacent medium to high phosphorus Leases have expiry dates coal was produced in Millennium Coal mine to and ash properties. The between 2010 and 2020, October 2006. share coal processing and Rangal Coal Measures are and are renewable for rail loading facilities. the main economic stratum such further periods as Poitrel has access to 3.0 and are comprised of the Queensland mtpa capacity from the layered sedimentary Government allows. processing facilities. formations.

Poitrel mine has a joint venture agreement (Red Mountain Joint Venture) with the adjacent Millennium Coal mine to share coal processing and rail loading facilities. Poitrel has access to 3.0 mtpa capacity from the processing facilities.

BHP Mitsui Coal Pty Limited holds additional undeveloped leases in the Bowen Basin.

Power is sourced from the State of Queensland’s electricity grid.

South Walker Creek and Poitrel are open-cut mines.

Name, location, mineralisation Ownership, operation and style, type of mine and access title/lease History Facilities and power source The mines are accessible by public road. All coal is transported on governmentowned railways to the port of Hay Point near Mackay (incorporating CQCA’s Hay Point Coal Terminal and the Dalrymple Bay Coal Terminal). Illawarra Coal We are owner and Appin commenced in Coal is beneficiated at operator of the Illawarra 1962 with longwall two processing facilities Illawarra, New South Coal mines. mining starting in 1969. with a capacity to Wales, Australia produce approximately Leases have expiry dates West Cliff was Produces premium quality 8.0 mtpa. between 2010 and 2026, commissioned in 1976. hard coking coal and some with renewal rights under Power is sourced from thermal coal from the Dendrobium Mine the NSW Mining Act the State of New South Wongawilli and Bulli seams opened in 2005. 1992 for periods of 21 Wales’ electricity grid.

Illawarra Coal We are owner and operator of the Illawarra Illawarra, New South Coal mines. Wales, Australia Leases have expiry dates Produces premium quality between 2010 and 2026, hard coking coal and some with renewal rights under thermal coal from the the NSW Mining Act Wongawilli and Bulli seams 1992 for periods of 21 contained in layered years. sedimentary formations.

Dendrobium, Appin and West Cliff are all underground mines.

All the mines are accessible by public road. All coal is transported by road or on government-owned railways to our major customer, BlueScope Steel’s Port Kembla steelworks, or to Port Kembla for export.

Development projects

Maruwai (Lampunut, Indonesia)

In June 2009, we announced our intention not to proceed with the Haju trial mine as it was determined that the project was not a sufficient fit with the Company’s long-term investment strategy. Work on the Lampunut feasibility study has also ceased while other activities are under review. Further evaluation of our remaining interests is under way to determine the best future commercial options.

Bowen Basin Expansions

BMA is currently investigating a number of brownfield and greenfield expansion options in the Bowen Basin, including:

Daunia Coal Mine (greenfield project)
Caval Ridge Mine (greenfield project)
Goonyella Riverside Mine Expansion (brownfield project).

Daunia, located to the east of the Poitrel mine, has been designed with capacity to produce four million tonnes per annum, and the production capacity of Caval Ridge, located to the north of the Peak Downs mine, would be up to 5.5 million tonnes per annum (100 per cent, or 2.75 million tonnes per annum BHP Billiton share) in addition to potential expansion of Peak Downs mine of 2.5 million tonnes per annum (100 per cent, or 1.25 million tonnes per annum BHP Billiton share). Both developments would include coal handling preparation plants. We are assessing the optimal time to advance these projects and we are continuing to progress the statutory and owner approvals for our growth projects.

In September 2008, BMA acquired the New Saraji exploration project from New Hope for approximately US$1 billion (BHP Billiton share). This project is located to the east of the Saraji mine and is now known as Saraji East.

2.2.10 Energy Coal Customer Sector Group

Our Energy Coal CSG is one of the world’s largest producers and marketers of export energy coal (also known as thermal or steaming coal) and is also a significant domestic supplier to the electricity generation industry in Australia, South Africa and the United States. Our global portfolio of energy coal assets, our insights into the broader energy market through our sales of other fuels such as gas, uranium and oil, and our control of options for bulk freight provide our business with key advantages as a supplier. Like our other businesses, our Energy Coal CSG owns large, long-life assets with substantial options for expansion.

We generally make our domestic sales under long-term fixed-price contracts with power stations that are located in close proximity to the mine. We make export sales to power generators and some industrial users in Asia, Europe and the United States, usually under contracts for delivery of a fixed volume of coal. Pricing is either index-linked, or fixed, in which case we use financial instruments to swap our fixed-price exposure for exposure to market indexed prices.

We recognise that the need to control carbon dioxide emissions has substantial implications for the use of thermal coal as an energy source. Our Company has committed to invest US$300 million over the five years from June 2007 to support the research, development and demonstration of low-emissions technologies, including ‘clean coal’ and carbon sequestration technologies. We have also developed the capacity to offer our export customers emissions credits in conjunction with their coal purchases.

We operate three sets of assets: a group of mines and associated infrastructure collectively known as BHP Billiton Energy Coal South Africa (BECSA); our New Mexico Coal operations in the United States; and our Hunter Valley Energy Coal operations in New South Wales, Australia. We also own a one-third share of the Cerrejón Coal Company, which operates a coal mine in Colombia.

BHP Billiton Energy Coal South Africa

BECSA operates three coal mines in the Witbank region of Mpumalanga province of South Africa, which produced a total of approximately 31.7 million tonnes in FY2009. We have two major mine expansion projects under way in South Africa (see Development projects below). In FY2009, BECSA sold approximately 73 per cent of its production to Eskom, the government-owned electricity utility in South Africa, and exported the rest via the Richards Bay Coal Terminal, in which we own a 24 per cent share. The reserve lives of the BECSA mines at current production rates range from 12 to 22 years.

New Mexico Coal

We own and operate the Navajo mine, located on Navajo land in New Mexico, and the nearby San Juan mine. Each of these mines transports its production directly to a nearby power station. The reserve lives of Navajo and San Juan at current production rates are 22 and 11 years, respectively. We are considering expansion options at Navajo (see Development projects below).

Hunter Valley Energy Coal

Our Hunter Valley operating asset is the Mt Arthur open-cut coal mine, which produced approximately 11.8 million tonnes in FY2009 and has a reserve life at current production rates of 51 years. We also have projects in execution and pre-feasibility that if completed, will form part of the Hunter Valley Energy Coal portfolio (see Development projects below). In FY2009, we delivered approximately one-quarter of Mt Arthur’s production to a local power station and exported the rest via the port of Newcastle.

Cerrejón Coal Company

Cerrejón Coal Company owns and operates the largest open-cut export coal mine in the world in La Guajira province of Colombia, together with integrated rail and port facilities through which the majority of production is exported. In FY2008, Cerrejón completed an expansion that increased capacity to 32 million tonnes per annum (100 per cent terms). At Cerrejón’s current rate of production, Cerrejón has a reserve life of 23 years.

Information on Energy Coal mining operations

The following table contains additional details of our mining operations. The tables should be read in conjunction with the production (see section 2.3.2) and reserves tables (see section 2.14.2).

Name, location, mineralisation Ownership, operation and style, type of mine and access title/lease History Facilities and power source SOUTH AFRICA Khutala We own and operate the Khutala was Beneficiation facilities mine at Khutala. commissioned in 1984. consist of a crushing 100 km east of Johannesburg, plant, for the energy Gauteng Province, South BECSA is the holder of Open-cut operations coal with a nominal Africa an Old Order Mining began in 1996. capacity of 18 mtpa. A Right. Produces a medium rank The mining of a separate smaller crusher bituminous thermal coal (nonAn application for thermal/metallurgical and wash plant with a coking) conversion to a New coal deposit for a nominal capacity of Order Mining Right, domestic market 0.6 mtpa is used to Combination of open-cut and submitted in 2004, is commenced in 2003. beneficiate the underground mines. The mine still being processed metallurgical coal is accessible by public roads. (see government supplied from the Domestic coal is transported regulations, section 2.7). opencast operation.

Domestic coal is transported via overland conveyor to the Kendal Power Station.

Power is supplied by Eskom under long-term contracts.

Douglas/Middelburg

We own 84% of the Middelburg mine in a joint venture. The remaining 16% is owned by Xstrata Plc through Tavistock Collieries Plc (Tavistock).

Middelburg mine was commissioned in 1982. Middelburg Mine Services (MMS) and Duvha Opencast became one operation in FY1996.

Beneficiation facilities consist of the following: tips and crushing plants, two export wash plants, a middlings wash plant and a de-stone plant. The overall capacity is 30 mtpa.

20 km southeast of Witbank, Mpumalanga Province, South Africa

Produces a medium rank bituminous thermal coal, most of which can be beneficiated for the European or Asian export market

We are the operator of the mine.

Power is supplied by Eskom under long-term contracts.

BECSA and Tavistock are the joint holders of

Open-cut mine

Facilities and power source

Name, location, mineralisation style, type of mine and access

The mine is accessible by public roads.

Export coal is transported to RBCT by rail, while the domestic coal is transported via conveyor belt to the nearby Duvha Power Station.

Ownership, operation and title/lease History

three Old Order Mining Rights in the joint venture ratio (84:16) and BECSA is the 100% holder of a fourth Old Order Mining Right. All four Old Order Rights were lodged for conversion in December 2008. BECSA and Tavistock have amended their joint venture agreement such that, upon conversion of the four Old Order Mining Rights, the mining area will be divided into an area wholly-owned and operated by Tavistock and an area whollyowned and operated by BECSA as the new Middelburg mine.

A number of regulatory approvals are being sought to give effect to this restructure.

Klipspruit

30 km west of Witbank, Mpumalanga Province, South Africa

Produces a medium rank bituminous thermal coal, most of which can be beneficiated for the European or Asian export market

Open-cut mine

Access to the mine is via public roads.

Export coal is transported to RBCT via Spoornet (a government business enterprise) railway.

We own and operate the mine at Klipspruit.

BECSA is the holder of an Old Order Mining Right. An application for conversion to a New Order Mining Right was submitted in 2004 and is still being processed (see government regulations, section 2.7).

The project was approved by the Mpumalanga Department of Agriculture, Conservation and Environment in 2003. An initial mini-pit was started in August 2003 as a truck and shovel contractor operation.

During 2009 the beneficiation facilities consisted of a tip and crushing plant, as well as an export wash plant 32 km from the mine. The overall capacity was 4.8 mtpa.

These facilities were closed in early August 2009 and product diverted to the new Phola Plant that is currently being commissioned (see Development projects below).

Power is supplied by Eskom under long-term contracts.

Name, location, mineralisation style, type of mine and access

Ownership, operation and title/lease

History

Facilities and power source

AUSTRALIA

Mt Arthur Coal

Approximately 125 km from Newcastle, New South Wales, Australia

Produces a medium rank bituminous thermal coal (non-coking)

Open-cut mine

The mine is accessible by public road.

We own and operate the mine at Mt Arthur.

We hold various mining leases and licences that expire between March 2010 and April 2028.

Coal production from the Mt Arthur area commenced in 2002.

Main beneficiation facilities include coal handling, preparation and washing plants with a total capacity of 9.8 mtpa. Washery bypass coal is also sold.

Power is supplied by local energy providers, from the eastern Australia power grid.

Domestic coal is transported by an overland conveyor to Bayswater Power Station.

Export coal is transported by a combination of private and public rail, approximately 125 km to the port of Newcastle.

AMERICA

BHP Navajo Coal Company

30 km southwest of Farmington, New Mexico, US

Produces a medium rank bituminous thermal coal. (noncoking suitable for the domestic market only)

Open-cut mine

Navajo mine is accessible by public roads located on the Navajo Nation Indian Reservation. We transport all coal 25 km from the production areas via our dedicated railroad to the Four Corners Power Plant (FCPP).

San Juan/La Plata Mines

25 km west of Farmington, New Mexico, US

Produces a medium rank bituminous thermal coal. (noncoking suitable for the domestic market only)

We own and operate the mine.

The mine is subject to a long-term lease from the Navajo Nation. The lease continues for as long as coal can be economically produced and sold in paying quantities.

We own and operate the mines.

We hold mining leases from federal and state governments. The leases have five-year terms that are automatically

The mine has been in operation since 1963, and coal sales are contracted to July 2016.

The San Juan mine

began operating in 1974 as a surface mine. In October 2000, we approved the development of the San Juan underground mine to replace production

The mine has the capacity to produce and process 7.7 mtpa. Mined coal is sized and blended to contract specifications using stackers and reclaimers with no further beneficiation.

Power is supplied from FCPP.

The mine has the capacity to produce 6.4 mtpa of coal. Mined coal is sized and blended to contract specifications using stockpiles with no further beneficiation.

Name, location, mineralisation style, type of mine and access

The San Juan mine is accessible by public roads.

Transport of coal to the San Juan Generating Station is by truck and conveyor belt.

Ownership, operation and title/lease History Facilities and power source extendable upon from the existing San The La Plata Mine meeting minimum Juan and La Plata reclamation was production criteria. surface mines. Coal completed in November sales are contracted to 2008. December 2017.

COLOMBIA

Cerrejón Coal Company

Maicao, La Guajira state, Colombia

Produces a medium rank bituminous thermal coal (noncoking, suitable for the export market)

Open-cut mine

The export facility is 150 km northeast of the mine on the Caribbean coast at Puerto Bolivar and is connected to the mine by a single-track railway. Access to the mine is via public roads and by charter aircraft to the mine’s airstrip.

We own 33.33% of the Cerrejón Coal Company in a joint venture. The remaining 66.67% interest is owned by Anglo American Plc (33.33%) and Xstrata Plc (33.33%).

Mining leases expire in 2034.

The original mine began as a joint venture between Exxon’s Intercor and the Colombian Government entity Carbocol in 1976. Over time, the partners have changed, nearby operations have been merged and progressive expansion resulted in the current 32 mtpa operation.

Beneficiation facilities include a crushing plant with a capacity of 32 mtpa and a washing plant.

Electricity is supplied through the local Colombian power system.

Development projects

Klipspruit

We are expanding the production capacity of BECSA’s Klipspruit mine by approximately 1.8 million tonnes per annum (export coal) and 2.1 million tonnes per annum (domestic coal). The project also involves the construction of a 16 million tonnes per annum coal processing plant on Klipspruit land as a 50-50 joint venture with Anglo Coal, which is constructing the Phola Coal Plant. First coal was produced in July 2009. Our share of the cost of the project is approximately US$450 million. We expect the expanded mine to have a reserve life of approximately 12 years.

Douglas-Middelburg Optimisation Project

This project involves works to optimise the development of existing reserves across the Douglas and Middelburg collieries, the development of additional mining areas and the construction of a new 14 million tonnes per annum coal processing plant, which will replace the less efficient existing plant at Douglas. The work will enable us to maintain energy coal exports from the combined Douglas and Middelburg colliery at around current levels (approximately 10 million tonnes per annum) while also fulfilling our domestic contractual commitments. The expected capital investment is US$975 million and the new plant is scheduled to receive its first coal in mid CY2010.

Navajo South

We are undertaking a feasibility study on a project called the Navajo Mine Extension project, which would expand the Navajo mine to supply a proposed new power station to be built immediately adjacent to the mine with up to 5.7 million tonnes per annum. The project schedule is tied to the approval process for the power station. The final air permit for the proposed power plant was issued by the United States Environmental Protection Agency on 31 July 2008. In April 2009, the US EPA filed a request with the Environmental Appeals Board to have the air permit remanded for further review. There has been no decision on this request to date. The timing of the Navajo Mine Extension Project will be dependent on the satisfactory resolution of the air permitting process.

Mt Arthur open-cut expansion

On 24 July 2009, we announced the Mt Arthur Coal (MAC) mine expansion, which is designed to increase production of saleable thermal coal from 11.5 million tonnes per annum to approximately 15 million tonnes per annum. Known as the MAC 20 Project, it is expected to commence operation in the first half of CY2011 at an estimated capital investment of US$260 million.

Newcastle Third Export Coal Terminal

We are a 35.5 per cent shareholder in a joint venture company that is constructing a new 30 million tonnes per annum export coal loading facility to supplement existing public facilities in the port of Newcastle. Our share of the construction cost is estimated at US$390 million. The first ship loading of coal is scheduled for CY2010.

2.3 Production

2.3.1 Petroleum

The table below details our Petroleum CSG’s historical net crude oil and condensate, natural gas and natural gas liquids production, primarily by asset, for each of the three years ended 30 June 2009, 2008 and 2007. We have shown volumes of marketable production after deduction of applicable royalties, fuel and flare. We have included in the table average production costs per unit of production and average sales prices for oil and condensate and natural gas for each of those periods.

BHP Billiton Group share of production Year ended 30 June	BHP Billiton Group share of production Year ended 30 June	BHP Billiton Group share of production Year ended 30 June
2009 13,443 8,877 9,477 10,333 3,023 3,122 7,356 1,066 9,631 66,328 108.20 123.40 5.68 0.77 34.27 85.02 7.52 364.86 6,358 1,619 258 1,813 10,048 137.19 66.18 3.68 5.50	2008 12,843 9,090 7,523 7,406 548 3,640 6,722 1,254 8,418 57,444 123.93 108.49 3.73 0.14 45.21 78.47 8.05 368.02 7,755 1,498 426 1,045 10,724 129.50 96.27 3.87 4.92	2007
		14,231 10,765 — — — 4,656 7,591 1,365 6,560
		45,168
		114.50 105.49 — — 53.27 74.83 8.73
		356.82
		7,756 1,689 563 1,514
		11,522
		116.19
		63.87 3.19
		4.76

(1) North West Shelf LNG Train 5 was commissioned during the September 2008 quarter. North West Shelf Angel was commissioned during the December 2008 quarter.

(2) The Stybarrow operation was commissioned during the December 2007 quarter.

(3) The Atlantis operation was commissioned during the December 2007 quarter. Atlantis North achieved first production on 5 June 2009.
(4) The Genghis Khan operation was commissioned during the December 2007 quarter and is reported in Shenzi. The Shenzi operation was commissioned during the March 2009 quarter.
(5) Other Australia/Asia includes Griffin and Minerva. Griffin will cease production in October 2009.
(6) Other Americas includes Neptune, Mad Dog, West Cameron 76, Mustang, Genesis and Starlifter. The Neptune operation was commissioned during the September 2008 quarter.
(7) LPG and Ethane are reported as Natural Gas Liquids (NGL). Product-specific conversions are made and NGL is reported in boe.
(8) Total boe conversion is based on the following: 6,000 scf of natural gas equals 1 boe.
(9) Average production costs include direct and indirect costs relating to the production of hydrocarbons and the foreign exchange effect of translating local currency denominated costs into US dollars but excludes all taxes.

2.3.2 Minerals

The table below details our mineral and derivative product production for all CSGs except Petroleum for the three years ended 30 June 2009, 2008 and 2007. Production shows our share unless otherwise stated.

BHP Billiton Group share of production Year ended 30 June	BHP Billiton Group share of production Year ended 30 June	BHP Billiton Group share of production Year ended 30 June
2009 2,924 935 537 4,396 702 99 177 255 1,233 417.6 109.0 33.3 559.9	2008 3,035 983 536 4,554 695 168 178 257 1,298 679.5 111.7 26.8 818.0	2007
		2,956 978 526
		4,460
		704 194 177 265
		1,340
		638.9 113.7 —
		752.6

BHP Billiton Group share of production Year ended 30 June	BHP Billiton Group share of production Year ended 30 June	BHP Billiton Group share of production Year ended 30 June
2009 172.1 102.1 172.7 6.2 194.1 647.2 1,207.1 226.8 3.3 230.1 54.8 108.4 163.2 67.3 108.0 0.9 176.2 2,765 4,090 33,367 937 182 41,341 4,007 4,007 1,363 159 1,522	2008 131.6 106.4 142.7 6.9 169.9 557.5 1,375.5 251.5 1.6 253.1 61.0 83.5 144.5 79.7 80.5 1.3 161.5 3,604 3,505 35,485 780 113 43,487 4,144 4,144 2,542 — 2,542	2007
		126.1 105.8 75.5 7.6 182.5
		497.5
		1,250.1
		210.8 1.5
		212.3
		45.7 73.0
		118.7
		84.4 91.7 —
		176.1
		3,514 3,132 29,105 814 —
		36,565
		3,486
		3,486
		2,268 —
		2,268

BHP Billiton Group share of production Year ended 30 June	BHP Billiton Group share of production Year ended 30 June	BHP Billiton Group share of production Year ended 30 June
2009 3,221 3,221 490 44 120 654 — — 50.5 33.9 88.7 173.1 1.4 1.4 26,437 1,416 35,513 37,818 4,913 8,318 114,415 2,191 2,284 4,475	2008 3,349 3,349 480 43 120 643 — — 41.8 28.0 98.1 167.9 1.7 1.7 30,330 941 27,130 40,276 5,119 8,464 112,260 3,040 3,535 6,575	2007
		3,224
		3,224
		465 35 120
		620
		84.3
		84.3
		51.0 32.1 104.1
		187.2
		1.7
		1.7
		29,306 1,227 20,086 35,548 5,457 7,800
		99,424
		2,570 3,439
		6,009

BHP Billiton Group share of production Year ended 30 June	BHP Billiton Group share of production Year ended 30 June	BHP Billiton Group share of production Year ended 30 June
2009 301 212 513 5,382 6,685 4,390 3,505 1,984 2,762 24,708 2,978 2,457 5,435 6,273 36,416 8,363 5,773 14,136 11,853 3,184 12,700 3,964 — — 31,701 11,775 10,594 68,206	2008 513 262 775 5,632 6,037 4,094 2,896 2,026 2,110 22,795 2,862 2,271 5,133 7,265 35,193 7,533 6,119 13,652 12,113 4,890 13,327 3,440 11,302 — 45,072 11,776 10,368 80,868	2007
		493 239
		732
		6,138 7,352 4,484 3,397 2,850 2,462
		26,683
		3,422 1,438
		4,860
		6,886
		38,429
		8,174 6,906
		15,080
		13,513 5,218 13,526 3,223 11,304 4,858
		51,642
		10,897 9,406
		87,025

(1) Metal production is reported on the basis of payable metal.

(2) The Pinto Valley operations were restarted during the December 2007 quarter. During February 2009, the sulphide mining and milling operations were placed in care and maintenance.

(3) Data was sourced from the TZ Minerals International Pty Ltd Mineral Sands Annual Review 2009 and amounts represent production for the preceding year ended 31 December.
(4) We sold Southern Cross Fertiliser (formerly Queensland Fertilizer) in FY2007.
(5) Includes di-ammonium phosphate and mono-ammonium phosphate.
(6) The Yabulu operation was sold effective 31 July 2009.

(7) Iron ore production is reported on a wet tonnes basis with the exception of Samarco, being reported in dry (pellet) tonnes.
(8) Shown on 100 per cent basis. BHP Billiton interest in saleable production is 60 per cent.
(9) Production includes Medium Carbon Ferro Manganese.
(10) Metallurgical coal production is reported on the basis of saleable product. Production figures include some thermal coal.
(11) Shown on 100 per cent basis. BHP Billiton interest in saleable production is 80 per cent.
(12) FY2008 includes 11.3 million tonnes of production from our South African Optimum operation (3.96 million tonnes export and 7.3 million tonnes domestic). Earnings on these tonnes were excluded as the entitlement to those earnings was vested with the purchaser effective from 1 July 2007.

2.4 Marketing

Our customer-centric marketing activities are centralised in Singapore, The Hague and Antwerp. The focus of the Singapore office is on the Asian energy market, base metals, stainless steel materials and carbon steelmaking raw materials. The emphasis in The Hague office is on aluminium, petroleum, energy marketing and freight. Our Antwerp office serves our diamonds customers around the world.

These three marketing offices incorporate all the functions required to manage product marketing and distribution—from the point of production to final customer delivery. In addition, specialised marketers are located in 20 regional offices around the globe. Our product offering is enhanced by our logistics capability and expertise in trading and transaction structuring.

Energy Marketing

Energy Marketing has the responsibility of coordinating our marketing activities in the energy commodity markets, namely energy coal, European gas, emissions credits and electricity. This group is based in The Hague.

Energy Marketing is currently active in purchasing and selling third party gas and emissions credits in Europe. Small volumes of third party electricity in the UK have been purchased and sold, an activity which will not be continued in the future. Where required, Energy Marketing also buys or sells pipeline capacity to transport gas onto the UK gas grid. Most products are transacted over the counter and are principal-to-principal transactions in the wholesale market.

Freight

We have a centralised ocean freight business that manages our in-house freight requirements. The primary purpose of the freight business is to create competitive advantage for internal shipments through the procurement and operation of quality, cost-effective shipping. It also aims to contribute to our profitability by trading in the freight market and carrying complementary external cargoes.

The freight business primarily participates in the dry bulk sector handling approximately 120 million tonnes of cargo per year. This makes the Group one of the world’s largest users of dry bulk shipping. At any one time, we have approximately 120 ships employed. The majority of these vessels are chartered under commercial terms but we hold equity interests in a small number of vessels. External freight revenue was US$1.03 billion for FY2009.

In addition to its freight management and trading activities, the freight business incorporates a skill base to manage its marine risk and provide technical support. It holds a number of marine-related investments, including a shareholding in shipping risk manager ‘Rightships’ of Melbourne.

2.5 Minerals exploration

Our exploration program is integral to our growth strategy and is focused on identifying and capturing new world-class projects for future development or projects that add significant value to existing operations. Targets for exploration are generally large low-cost mining projects in a range of minerals, including diamonds, copper, nickel, bauxite, iron ore, manganese, coal and potash. The process of discovery runs from early-stage mapping through to drilling and evaluation. The program is global and prioritises targets based on our assessment of the relative attractiveness of each mineral.

We continue to pursue opportunities and build our position in prospective countries, including exploring for diamonds in Canada and copper in Zambia, Kazakhstan and Chile. In nickel, we have an exploration program focused on finding new nickel sulphide deposits to sustain and grow our existing operations in Western Australia. In the bulk commodities, activities are focused on a smaller number of highly prospective terrains in Australia and Africa.

Our exploration activities are organised from five principal offices in Singapore, Perth (Australia), Johannesburg (South Africa), Moscow (Russia) and Santiago (Chile).

In addition to our activities focused on finding new world-class deposits, several of our CSGs undertake exploration, principally aimed at delineating and categorising mineral deposits near existing operations, and advancing projects through the development pipeline.

In FY2009, we spent US$695 million on minerals exploration. Of this, US$134 million was spent on greenfield exploration, US$561 million was spent on brownfield exploration and advanced projects.

2.6 Resource and Business Optimisation

Resource and Business Optimisation (RBO) is a group of approximately 45 professionals that is responsible for leading a range of internal processes that promote Group-wide excellence in developing, managing and optimising our mineral resources. The group’s professionals include experts in resource governance, reserve estimation, mine planning, brownfields exploration, geometallurgy, mineral processing, maintenance processes and resource research and development.

Our Group-wide procedures provide for RBO involvement at significant stages of the asset acquisition and development processes, including resource evaluation and mine planning. RBO is responsible for overseeing Group-wide short-term and long-term business planning processes at our operating assets, designed to drive optimal value recovery from our mineral and petroleum resources.

RBO is also the governance function responsible for setting minimum standards and verifying compliance in resource and reserve estimation for our internal and external ore reserve reporting.

2.7 Government regulations

Government regulations touch all aspects of our operations. However, because of the geographical diversity of our operations, no one set of government regulations is likely to have a material effect on our business, taken as a whole.

The ability to extract minerals, oil and natural gas is fundamental to our business. In most jurisdictions, the rights to undeveloped mineral or petroleum deposits are owned by the state. Accordingly, we rely upon the rights granted to us by the government that owns the mineral, oil or natural gas. These rights usually take the form of a lease or licence, which gives us the right to access the land and extract the product. The terms of the lease or licence, including the time period for which it is effective, are specific to the laws of the relevant government. Generally, we own the product we extract and royalties or similar taxes are payable to the government. Some of

our operations, such as our oil and gas operations in Trinidad and Tobago and Algeria, are subject to production sharing contracts under which both we as the contractor and the government are entitled to a share of the production. Under such production sharing contracts, the contractor is entitled to recover its exploration and production costs from the government’s share of production.

Related to the ability to extract is the ability to process the minerals, oil or natural gas. Again, we rely upon the relevant government to grant the rights necessary to transport and treat the extracted material in order to ready it for sale.

Underlying our business of extracting and processing natural resources is the ability to explore for those orebodies. The rights to explore for minerals, oil and natural gas are granted to us by the government that owns those natural resources that we wish to explore. Usually, the right to explore carries with it the obligation to spend a defined amount of money on the exploration or to undertake particular exploration activities.

Governments also impose obligations on us in respect of environmental protection, land rehabilitation, occupational health and safety, and native land title with which we must comply in order to continue to enjoy the right to conduct our operations within that jurisdiction. These obligations often require us to make substantial expenditures to minimise or remediate the environmental impact of our operations, to ensure the safety of our employees and contractors and the like. For further information on these types of obligations, refer to section 2.8 and 2.9 of this Report.

Of particular note are the following regulatory regimes:

2.7.1 South African Mining Charter and Black Economic Empowerment

In 2003, the government released a strategy for broad-based black economic empowerment (BBBEE) that defined empowerment as ‘an integrated and coherent socio-economic process that directly contributes to the economic transformation of South Africa and brings significant increases in the numbers of black people who manage, own and control the country’s economy, as well as significant decreases in income inequalities’. This strategy laid the foundation for the Black Economic Empowerment Act of 2003, which granted government the power to legislate how it wanted black economic empowerment (BEE) to be implemented in South Africa.

As outlined in section 1.5 of this Report, on 1 May 2004 the Mineral and Petroleum Resources Development Act 2002 (MPRDA) took effect, providing for state custodianship of all mineral deposits and abolishing the prior system of privately held mineral rights. It is administered by the Department of Minerals and Energy of South Africa. In February 2007, the codes of good practice were gazetted, further crystallising government’s BEE strategy into a single binding document. The codes make provision for businesses to measure their success in contributing to the economic transformation and empowerment of historically disadvantaged South Africans (HDSAs) in the local economy and a scorecard comprising seven metrics was also developed to assist businesses in achieving this success.

In terms of the MPRDA, holders of mining rights granted under the previous system, known as ‘Old Order Rights’, must have applied to convert their rights to ‘New Order Rights’ prior to 30 April 2009. In order for the conversions to be effected, applicants are required to comply with the terms of the Black Economic Empowerment Act of 2003 and the Mining Charter, which has been published under the MPRDA. The Mining Charter requires holders of mining rights to achieve 26 per cent ownership participation by historically disadvantaged South Africans in their mining operations by 30 April 2014, of which 15 per cent needed to have been achieved by 30 April 2009. We have submitted to the Department of Minerals & Energy of South Africa transactions to meet the legislative requirements and support the conversion to ‘New Order Rights’.

BHP Billiton supports broad-based black economic empowerment in South Africa. We believe it is imperative to both the growth and stability of the South African economy and the Company’s strategic objectives and long-term sustainability in that country.

The principles of transformation and empowerment are in line with the BHP Billiton Charter, which underscores the organisation’s ‘Courage to Lead Change’.

We have established a transformation and empowerment technical committee comprising senior managers with diverse skills to ensure our transformation and empowerment agenda is coordinated and comprehensive.

2.7.2 Uranium production in Australia

To mine, process, transport and sell uranium from within Australia, we are required to hold possession and export permissions, which are also subject to regulation by the Australian Government or bodies that report to the Australian Government.

To possess ‘nuclear material’, such as uranium, in Australia, a Permit to Possess Nuclear Materials (Possession Permit) must be held pursuant to the Australian Nuclear Non-Proliferation (Safeguards) Act 1987 (Non-Proliferation Act). A Possession Permit is issued by the Australian Safeguards and Non-Proliferation Office, an office established under the Non-Proliferation Act, which administers Australia’s domestic nuclear safeguards requirements and reports to the Australian Government.

To export uranium from Australia, a Permit to Export Natural Uranium (Export Permit) must be held pursuant to the Australian Customs (Prohibited Exports) Regulations 1958. The Export Permit is issued by the Minister for Industry, Tourism and Resources.

A special transport permit will be required under the Non-Proliferation Act by a party that transports nuclear material from one specified location to another specified location. As we engage service providers to transport uranium, those service providers are required to hold a special transport permit.

2.7.3 Exchange controls and shareholding limits

BHP Billiton Plc

There are no laws or regulations currently in force in the UK that restrict the export or import of capital or the remittance of dividends to non-resident holders of BHP Billiton Plc’s shares. However, there are certain sanctions adopted by the UK Government which implement resolutions of the Security Council of the United Nations and sanctions imposed by the European Union against certain countries, entities and individuals. Such sanctions may be in force from time to time and include those against: (i) certain entities and/or individuals associated with the Burmese regime (Myanmar), Cote d’Ivoire, The Democratic People’s Republic of Korea (North Korea), the Democratic Republic of Congo, Lebanon, Liberia, Iran, Sudan and the previous regimes of Iraq and Yugoslavia; (ii) certain officials of Belarus, Syria and Zimbabwe; (iii) individuals indicted by the International Criminal Tribunal for the former Yugoslavia; and (iv) entities and individuals linked with the Taliban, Al-Qaeda and other terrorist organisations.

There are no restrictions under BHP Billiton Plc’s Articles of Association or (subject to the effect of any sanctions) under English law that limit the right of non-resident or foreign owners to hold or vote BHP Billiton Plc’s shares.

There are certain restrictions on shareholding levels under BHP Billiton Plc’s Articles of Association described under the heading ‘BHP Billiton Limited’ below.

BHP Billiton Limited

The Australian Banking (Foreign Exchange) Regulations 1959 may impose restrictions on certain financial transactions and require the consent of the Reserve Bank of Australia for the movement of funds into and out of Australia. Based on our searches, restrictions currently apply if funds are to be paid to or received from specified

supporters of the former Government of the Federal Republic of Yugoslavia, specified ministers and senior officials of the Government of Zimbabwe, certain specified entities associated with the Democratic People’s Republic of Korea (North Korea) and specified individuals associated with the Burmese regime. In addition, legislation and regulations are in place restricting transactions with certain individuals or entities linked with the Taliban, Al-Qaeda and other terrorist organisations and certain entities and individuals associated with the Democratic Republic of Congo, Cote d’Ivoire, Iran, Lebanon, Liberia, Sudan, Afghanistan, Rwanda and Somalia. The controls impose certain approval and reporting requirements on transactions involving such countries, entities and individuals and/or assets controlled or owned by them. Transfers into or out of Australia of amounts greater than A$10,000 in any currency are also subject to reporting requirements.

Remittances of any dividends, interest or other payments by BHP Billiton Limited to non-resident holders of BHP Billiton Limited’s securities are not restricted by exchange controls or other limitations, save that in certain circumstances, BHP Billiton may be required to withhold Australian taxes.

There are no limitations, either under the laws of Australia or under the Constitution of BHP Billiton Limited, to the right of non-residents to hold or vote BHP Billiton Limited ordinary shares other than as set out below.

The Australian Foreign Acquisitions and Takeovers Act 1975 (the FATA) restricts certain acquisitions of interests in shares in BHP Billiton. Generally, under the FATA, the prior approval of the Australian Treasurer must be obtained for proposals by a foreign person (either alone or together with associates) to acquire control of 15 per cent or more of the voting power or issued shares in BHP Billiton Limited.

The FATA also empowers the Treasurer to make certain orders prohibiting acquisitions by foreign persons in BHP Billiton Limited (and requiring divestiture if the acquisition has occurred) where he considers the acquisition to be contrary to the national interest and the 15 per cent threshold referred to above would be exceeded as a result. Such orders may also be made in respect of acquisitions by foreign persons where two or more foreign persons (and their associates) in aggregate already control 40 per cent or more of the issued shares or voting power in BHP Billiton Limited.

There are certain other statutory restrictions, and restrictions under BHP Billiton Limited’s Constitution and BHP Billiton Plc’s Articles of Association, that apply generally to acquisitions of shares in BHP Billiton (i.e. the restrictions are not targeted at foreign persons only). These include restrictions on a person (and associates) breaching a voting power threshold of:

20 per cent in relation to BHP Billiton Limited on a ‘stand alone’ basis, i.e. calculated as if there were no special voting share and only counting BHP Billiton Limited’s ordinary shares.
30 per cent of BHP Billiton Plc. This is the threshold for a mandatory offer under Rule 9 of the UK takeover code and this threshold applies to all voting rights of BHP Billiton Plc (therefore including voting rights attached to the BHP Billiton Plc Special Voting Share).
30 per cent in relation to BHP Billiton Plc on a ‘stand alone’ basis, i.e. calculated as if there were no special voting share and only counting BHP Billiton Plc’s ordinary shares.
20 per cent in relation to the BHP Billiton Group, calculated having regard to all the voting power on a joint electorate basis, i.e. calculated on the aggregate of BHP Billiton Limited’s and BHP Billiton Plc’s ordinary shares.

Under BHP Billiton Limited’s Constitution and BHP Billiton Plc’s Articles of Association, sanctions for breach of any of these thresholds, other than by means of certain ‘permitted acquisitions’, include withholding of dividends, voting restrictions and compulsory divestment of shares to the extent a shareholder and its associates exceed the relevant threshold.

2.8 Sustainable Development—Health, Safety, Environment and Community

As the world’s largest diversified natural resources company, our operations touch every corner of the globe. We recognise and embrace our responsibility to consider and respond to the needs of many different stakeholders.

Our success depends on access to natural resources and on our licence to operate. Maximising our bottom line also means recognizing the value protection and value creation achieved by enhancing non-financial or sustainability dimensions.

Our Charter sets out what we value. In particular, we must remain committed to ensuring the safety of our people, respecting our environment and the communities where we work.

In addition to the wider Group corporate governance processes, we have systems in place to implement our policy commitment to sustainable development. The Sustainability Committee of the Board continues to oversee our sustainability strategy, policy, initiatives and activities. Management holds primary responsibility for our Health, Safety, Environment and Community (HSEC) processes and performance.

Our Code of Business Conduct applies to every member of our workforce and provides a framework for decision-making. It is based on the values contained in our Charter and highlights that we care as much about how results are obtained as we do about delivering good results.

Our revised HSEC Standards and Procedures are now part of a wider suite of formal Group Policies, Standards and Procedures. They provide the basis for developing and applying management systems at all sites operated by BHP Billiton.

These documents highlight four key components of sustainable development:

Health—focusing on the elimination of risks through the control of potential workplace exposures to noise and substances which could result in long-term harm
Safety—providing a workplace where people can work without being injured
Environment—delivering efficient resource use, reducing and preventing pollution and enhancing biodiversity protection
Community—engaging with those affected by our operations, including employees, contractors and communities; and respecting and upholding fundamental human rights.

Health

The health and wellbeing of our people is central to our business success. Our focus is on eliminating risks through the control of workplace exposures to noise and substances, such as manganese, silica, diesel exhaust particulate and coal tar pitch, which may result in long-term harm.

Our approach is to identify and manage sources of exposure to reduce to the minimum the number of people required to undertake additional protective measures, such as the wearing of personal protective equipment. Our new Health and Hygiene Standard requires all sites to implement programs to control exposure at source.

Significant community-based health risks, such as HIV/AIDS and malaria, also exist in our business. We continue to contribute to the management of these issues, on both a local and global basis.

Safety

Providing a safe and healthy workplace and ensuring our activities do not adversely impact on our host communities are core values.

We were deeply saddened and disappointed by loss of seven colleagues due to work-related incidents during the year. Five of the fatalities were at our Western Australian iron ore business, which completed, or is in the process of completing a number of actions in response. Among them is improving control of site access, electronically linking it to monitoring of individual worked hours to enhance the management of risk arising from worker fatigue, and enhancing site traffic management standards.

Broader initiatives in the past 12 months include a major review of our Group HSEC Standards and Procedures to improve the clarity of our expectations by reducing the number of documents and simplifying the content. An analysis from a sample of over 900 Significant Incident reports for the period April 2008 to March 2009 was also conducted. The findings are being assessed and will be incorporated into our safety strategies going forward.

It is clear that some of our sites have room to improve, however, we are encouraged by the excellent performance delivered by many of our operations and the significant improvements shown by others. Positive safety performance included an incremental improvement in our Total Recordable Injury Frequency (TRIF) to 5.6 per million hours worked (TRIF includes fatalities, lost-time cases, restricted work cases and medical treatment cases).

Environment

We operate a diverse range of businesses in different countries and different ecosystems around the world. These businesses, by their nature, have the potential to affect the environment. We run programs to improve our environmental performance, set specific targets, such as for energy use and greenhouse gas emissions, and track our progress against our targets.

Our operations are subject to various national and regional laws and regulations governing environmental protection, rehabilitation and closure. To assist in meeting increased reporting obligations in relation to energy and greenhouse gas, we are investing in improvements to our energy and greenhouse data collection processes. Recent developments include launching a new data reporting system.

The Australian Government passed the Energy Efficiency Opportunities Act (EEO) in 2006 to improve the identification and evaluation of energy-efficiency opportunities by large energy users. The results of our second year in the EEO program will be available publicly on our website in December 2009.

We have strengthened our biodiversity commitments related to protected areas and threatened species. We committed not to explore or mine within International Union for the Conservation of Nature (IUCN) Protected Area Categories I to IV unless an action plan, commensurate with the level of biodiversity impacts and designed to deliver measurable benefits to biodiversity, has been developed. We also committed not to proceed with activities where the direct impacts would result in extinction of IUCN threatened species.

We define a significant environmental incident as one with a severity rating of 3 or above based on our internal severity rating scale (tiered from 1 to 5 by increasing severity). There were no incidents that reached this level during FY2009. While there were a number of incidents that had the potential to be significant, controls and mitigation actions prevented these incidents escalating in severity.

Community

Our operations have the potential to impact, both positively and negatively, our host communities. Regular, open and honest dialogue is the key to building win-win relationships. Our goal is to minimise negative social impacts while maximising the opportunities and benefits our presence brings.

While our businesses tailor their community relations programs to suit the local context, our Community Standard provides the mandatory requirements to be implemented by all our operations. For example, our sites

are required to have community relations plans that aim to contribute to sustainable communities. As part of the community planning process, all key stakeholders, including local and Indigenous communities, must be identified and an analysis undertaken to understand their interests and relationship with the business.

We require all our sites to record and track the management of community concerns.

During FY2009 we established a new requirement that all businesses are to have dispute resolution processes to enable individuals or groups impacted by our activities to openly raise concerns and to facilitate resolution of any grievances.

The BHP Billiton Forum on Corporate Responsibility, which comprises our executive management and leaders from non-government organisations (NGOs) chaired by our Chief Executive Officer, met twice during FY2009.

No significant human rights-related issues were identified in this reporting period and there were no reported community resettlements.

We continue to invest one per cent of our pre-tax profits (based on the average of the previous three years’ pre-tax profit publicly reported in each of those years) in community programs.

2.9 Closure and rehabilitation

From development projects, through operations and finally closure, our assets integrate our vision for sustainable development.

Significant projects are governed by the performance requirements of our Project Quality, Execution and HSEC Management Procedure. The plans to manage quality, execution and HSEC risk are included in the overall project plan. Stakeholder requirements, as well as legislated obligations, form an important input to the planning and execution process.

Once in operation, our assets implement annual ‘Life of Asset’ planning, a disciplined process that incorporates identification of stakeholder needs and concerns. Closure planning is integrated into the Life of Asset planning. Our internal audit group is responsible for auditing Life of Asset plans, including the financial provisioning for closure.

We are responsible for a number of legacy sites that are in various stages of decommissioning, rehabilitation or post-closure care and maintenance. These sites are managed by our Customer Sector Groups, where closure is treated as a project.

Closure plans provide the basis for estimating the financial costs of closure and the associated financial provisions. Information on our closure provisions can be found in notes 1 and 18 of the Financial Statements.

2.10 Employees

We recognise that people are the foundation of our business. It is the body of talented and motivated employees with behaviours that are aligned to our Charter values that is the most important ingredient for our success.

The BHP Billiton Way has been developed to outline for all our people, wherever they are located, what work we do and how we are expected to do it. It consists of our Charter, Leadership Model, Strategy and Operating Model.

The Charter defines our corporate objective as the creation of long-term shareholder value through the discovery, development and conversion, and marketing of natural resources. It also outlines the values we hold dear and describes how we will measure success.
The Leadership Model defines the attributes that we look for in our leaders and forms the basis of how we develop and reward our people.
The Strategy defines the six strategic drivers that we have identified as the means by which we will strive to deliver our corporate objective.
The Operating Model explains how each part of the business works and interconnects to ensure we are all striving for the same outcome.

We are a global business and our success depends on fostering a culture where diverse and often remotely located people behave in a manner that reflects our Charter and drives superior performance. Diversity of gender, skill, thought, experience, ethnicity, style and language are all important elements of our people strategy and are key drivers for our success. In May 2009, we announced changes to our parental leave policy as a means of encouraging a more effective balance between family and work responsibilities following the birth or adoption of a child. We have extended the minimum paid parental leave period to 18 weeks for the primary caregiver in all of the countries in which we operate. We see this as a positive step in improving equity and in enhancing our profile as an employer of choice.

We have a mix of collective and individually regulated employment arrangements. Whatever the nature of those arrangements, we recognise the right of our employees to freely associate and join trade unions. In FY2009, around 48 per cent of our global workforce was covered by collective agreements. We had no significant strikes or other industrial action during the year. We believe that successful relations with all our employees, unionised and non-unionised, must be built on values of mutual trust and respect.

In FY2009, we had an average of 40,990 employees working in more than 100 operations worldwide. We had an average of 58,000 contractors globally. A multitude of cultures and nationalities are represented with a diversity that enriches the working lives of all.

The table below provides a breakdown of our average number of employees, in accordance with our IFRS reporting requirements, which includes our proportionate share of jointly controlled entities’ employees and includes executive Directors, by CSG for each of the past three financial years.

CSG Petroleum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Aluminium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Base Metals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diamonds and Specialty Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stainless Steel Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Iron Ore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Manganese . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Metallurgical Coal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Energy Coal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Group and unallocated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 2,105 4,938 7,731 1,923 4,039 3,254 2,532 3,892 8,437 2,139 40,990	2008 2,143 5,145 7,443 2,043 4,223 3,105 2,142 3,680 9,183 2,625 41,732	2007
			2,299 4,903 6,545 1,853 3,626 2,809 2,076 3,564 9,595 2,677
			39,947

(1) Average employee numbers include executive Directors, 100 per cent of employees of subsidiary companies and our share of proportionally consolidated entities and operations. Part-time employees are included on a full-time equivalent basis. Employees of businesses acquired or disposed of during the year are included for the period of ownership. People employed by contractors are not included.

The table below provides a breakdown of our average number of employees by geographic location for each of the past three financial years.

Australia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Southern Africa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . South America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . North America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Rest of World . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 15,697 9,626 9,897 2,824 563 2,383 40,990	2008 15,426 10,860 9,342 2,994 606 2,504 41,732	2007
			14,897 11,414 8,455 2,898 586 1,697
			39,947

2.11 Organisational structure

2.11.1 General

The BHP Billiton Group consists of the BHP Billiton Limited Group and the BHP Billiton Plc Group as a combined enterprise, following the completion of the Dual Listed Company (DLC) merger in June 2001. Refer to note 27 ‘Subsidiaries’ in the financial statements for a list of BHP Billiton Limited and BHP Billiton Plc significant subsidiaries.

The BHP Billiton DLC merger was designed to place shareholders of both companies in a position where they effectively have an interest in a single group that combines the assets and are subject to the liabilities of both companies. BHP Billiton Limited and BHP Billiton Plc have each retained their separate corporate identities and maintained separate stock exchange listings, but they are operated and managed as if they are a single unified economic entity, with their boards and senior executive management comprising the same people.

2.11.2 DLC structure

The principles of the BHP Billiton DLC are reflected in the BHP Billiton Sharing Agreement and include the following:

the two companies are to operate as if they are a single unified economic entity, through Boards of Directors that comprise the same individuals and a unified senior executive management;
the Directors of both companies will, in addition to their duties to the company concerned, have regard to the interests of BHP Billiton Limited shareholders and BHP Billiton Plc shareholders as if the two companies were a single unified economic entity and, for that purpose, the Directors of each company take into account in the exercise of their powers the interests of the shareholders of the other; and
certain DLC equalisation principles must be observed. These are designed to ensure that for so long as the ‘Equalisation Ratio’ between a BHP Billiton Limited share and a BHP Billiton Plc share is 1:1, the economic and voting interests in the combined BHP Billiton Group resulting from the holding of one BHP Billiton Limited share are equivalent to that resulting from one BHP Billiton Plc share. Further details are set out in the sub-section ‘Equalisation of economic and voting rights’ below.

Additional documents that effect the DLC include:

BHP Billiton Limited Constitution
BHP Billiton Plc Memorandum and Articles of Association
BHP Billiton Special Voting Shares Deed
BHP Billiton Limited Deed Poll Guarantee
BHP Billiton Plc Deed Poll Guarantee.

Australian Foreign Investment Review Board (FIRB) conditions

The Treasurer of Australia approved the DLC merger subject to certain conditions, the effect of which was to require that, among other things, BHP Billiton Limited continues to:

be an Australian company, which is managed from Australia; and
ultimately manage and control the companies conducting the business that was conducted by it at the time of the merger for as long as those businesses form part of the BHP Billiton Group.

The conditions have effect indefinitely, subject to amendment of the Australian Foreign Acquisitions Takeover Act 1975 or any revocation or amendment by the Treasurer of Australia. If BHP Billiton Limited no longer wishes to comply with these conditions, it must obtain the prior approval of the Treasurer. Failure to comply with the conditions attracts substantial penalties under the Act.

Equalisation of economic and voting rights

BHP Billiton Limited shareholders and BHP Billiton Plc shareholders have economic and voting interests in the combined BHP Billiton Group. The economic and voting interests represented by a share in one company relative to the economic and voting interests of a share in the other company is determined by reference to a ratio known as the ‘Equalisation Ratio’. Presently, the economic and voting interests attached to each BHP Billiton Limited share and each BHP Billiton Plc share are the same, since the Equalisation Ratio is 1:1. The Equalisation Ratio would change if either BHP Billiton Limited or BHP Billiton Plc returned value to only its shareholders and no matching action were taken.

This means that the amount of any cash dividend paid by BHP Billiton Limited in respect of each BHP Billiton Limited share is normally matched by an equivalent cash dividend by BHP Billiton Plc in respect of each BHP Billiton Plc share, and vice versa. If one company has insufficient profits or is otherwise unable to pay the agreed dividend, BHP Billiton Limited and BHP Billiton Plc will, as far as practicable, enter into such transactions as are necessary so as to enable both companies to pay the amount of pre-tax dividends per share.

Joint Electorate Actions

Under the terms of the DLC agreements, the BHP Billiton Limited Constitution and the BHP Billiton Plc Articles of Association special voting arrangements have been implemented so that the shareholders of both companies vote together as a single decision-making body on matters affecting the shareholders of each company in similar ways (such matters are referred to as Joint Electorate Actions). For so long as the Equalisation Ratio remains 1:1, each BHP Billiton Limited share will effectively have the same voting rights as each BHP Billiton Plc share on Joint Electorate Actions.

A Joint Electorate Action requires approval by ordinary resolution (or special resolution if required by statute, regulation, applicable listing rules or other applicable requirements) of BHP Billiton Limited, with both the BHP Billiton Limited ordinary shareholders and the holder of the BHP Billiton Limited Special Voting Share voting as a single class and also of BHP Billiton Plc, with the BHP Billiton Plc ordinary shareholders and the holder of the BHP Billiton Plc Special Voting Share voting as a single class.

Class Rights Actions

In the case of certain actions in relation to which the two bodies of shareholders may have divergent interests (referred to as Class Rights Actions), the company wishing to carry out the Class Rights Action requires the prior approval of the shareholders in the other company voting separately and, where appropriate, the approval of its own shareholders voting separately. Depending on the type of Class Rights Action undertaken, the approval required is either an ordinary or special resolution of the relevant company.

These voting arrangements are secured through the constitutional documents of the two companies, the BHP Billiton Sharing Agreement, the Special Voting Shares Deed and rights attaching to a specially created Special Voting Share issued by each company and held in each case by a Special Voting Company. The shares in the Special Voting Companies are held legally and beneficially by Law Debenture Trust Corporation Plc.

Cross guarantees

BHP Billiton Limited and BHP Billiton Plc have each executed a Deed Poll Guarantee, pursuant to which creditors entitled to the benefit of the BHP Billiton Limited Deed Poll Guarantee and the BHP Billiton Plc Deed Poll Guarantee will, to the extent possible, be placed in the same position as if the relevant debts were owed by both BHP Billiton Limited and BHP Billiton Plc combined.

Restrictions on takeovers of one company only

The BHP Billiton Limited Constitution and the BHP Billiton Plc Articles of Association have been drafted to ensure that, except with the consent of the Board, a person cannot gain control of one company without having made an equivalent offer to the shareholders of both companies on equivalent terms. Sanctions for breach of these provisions would include withholding of dividends, voting restrictions and the compulsory divestment of shares to the extent a shareholder and its associates exceed the relevant threshold.

2.12 Material contracts

2.12.1 DLC agreements

On 29 June 2001, BHP Billiton Limited (then known as BHP Limited) and BHP Billiton Plc (then known as Billiton Plc) merged by way of a DLC structure. To effect the DLC, BHP Limited and Billiton Plc (as they were then known) entered into the following agreements designed to place the shareholders of both companies in a position where they effectively have an interest in a single group that combines the assets, and is subject to all the liabilities, of both companies:

BHP Billiton Sharing Agreement
BHP Billiton Special Voting Shares Deed
BHP Billiton Limited Deed Poll Guarantee
BHP Billiton Plc Deed Poll Guarantee.

The effect of each of these agreements and the manner in which they operate are described in section 2.11 of this Report. It is expected that these agreements will remain in effect until such time as a change in control of the BHP Billiton Group may occur.

2.13 Constitution

The following text summarises the Constitution of BHP Billiton Limited and the Articles of Association of BHP Billiton Plc. The effect of the Constitution of BHP Billiton Limited and the Articles of Association of BHP Billiton Plc is, so far as possible, identical. Where the term ‘BHP Billiton’ is used in this description of the Constitution and Articles of Association, it can be read to mean either BHP Billiton Limited or BHP Billiton Plc.

Certain provisions of the Constitution of BHP Billiton Limited and the Articles of Association of BHP Billiton Plc can only be amended where such amendment is approved by special resolution either:

by approval as a Class Rights Action, where the amendment results in a change to an ‘Entrenched Provision’; or
otherwise, as a Joint Electorate Action.

A description of Joint Electorate Actions and Class Rights Actions is contained under the heading ‘Equalisation of economic and voting rights’ in section 2.11.2 of this Report.

2.13.1 Directors

The management and control of the business and affairs of BHP Billiton are vested in the Board of Directors, which may exercise all powers and do everything that is within the power of BHP Billiton, other than what is required to be exercised or done by BHP Billiton in a general meeting.

2.13.2 Power to issue securities

BHP Billiton may, pursuant to the Constitution and Articles of Association, issue any shares or other securities with preferred, deferred or other special rights, obligations or restrictions as and when the Directors may determine and on any other terms the Directors consider appropriate, provided that any such issue:

does not affect any special rights conferred on the holders of any shares; and
is subject to the provisions regarding shareholder approval in the Constitution and Articles of Association.

The rights attaching to a class other than ordinary shares are expressed at the date of issue.

2.13.3 Restrictions on voting by Directors

A Director may not vote in respect of any contract or arrangement or any other proposal in which he or she has a material personal interest. A Director shall not be counted in the quorum at a meeting in relation to any resolution on which he or she is not entitled to vote.

In addition, under the UK Companies Act 2006, a Director has a duty to avoid a situation in which he or she has (or can have) a direct or indirect interest that conflicts (or may conflict) with the interests of the company. The duty is not infringed, if among other things, the situation is authorised by non-interested Directors. In 2008, the Articles of Association of BHP Billiton Plc were amended to enable the Board to authorise a matter that might otherwise involve a Director breaching his or her duty to avoid conflicts of interest. An interested Director may not vote or be counted towards a quorum for a resolution authorising such a situation. Where the Board gives such authorisation, the Board may prohibit, or may establish regulations which prohibit, the relevant Director from voting on any matter relating to the conflict. The Board has adopted procedures to manage these voting restrictions.

Subject to applicable laws, a Director is entitled to vote, and be counted in the quorum, in respect of any resolution concerning any of the following matters, namely where the material personal interest:

arises because the Director is a shareholder of BHP Billiton and is held in common with the other shareholders of BHP Billiton;
arises in relation to the Director’s remuneration as a Director of BHP Billiton;
relates to a contract BHP Billiton is proposing to enter into that is subject to approval by the shareholders and will not impose any obligation on BHP Billiton if it is not approved by the shareholders;
arises merely because the Director is a guarantor or has given an indemnity or security for all or part of a loan, or proposed loan, to BHP Billiton;
arises merely because the Director has a right of subrogation in relation to a guarantee or indemnity referred to above;

relates to a contract that insures, or would insure, the Director against liabilities the Director incurs as an officer of BHP Billiton, but only if the contract does not make BHP Billiton or a related body corporate the insurer;
relates to any payment by BHP Billiton or a related body corporate in respect of an indemnity permitted by law, or any contract relating to such an indemnity; or
is in a contract, or proposed contract with, or for the benefit of, or on behalf of, a related body corporate and arises merely because the Director is a director of a related body corporate.

2.13.4 Loans by Directors

Any Director may lend money to BHP Billiton at interest with or without security or may, for a commission or profit, guarantee the repayment of any money borrowed by BHP Billiton and underwrite or guarantee the subscription of shares or securities of BHP Billiton or of any corporation in which BHP Billiton may be interested without being disqualified as a Director and without being liable to account for BHP Billiton for any commission or profit.

2.13.5 Retirement of Directors

At every Annual General Meeting one-third of the Directors or, if their number is not a multiple of three, then the number nearest to but not less than one-third, must retire from office. The Directors to retire are those longest in office since last being elected. As between Directors who were elected on the same day, the Directors to retire are determined by lot (in default of agreement between them). Further, a Director must retire from office at the conclusion of the third Annual General Meeting after which the Director was elected or re-elected. A retiring director is eligible for re-election.

The Board continues to have a policy that requires a non-executive Director who has served on the Board for nine years from the date of their first election to stand for annual re-election from the first Annual General Meeting after the expiration of their current term.

2.13.6 Rights attaching to shares

Dividend rights

By law, dividends on shares may only be paid out of profits available for distribution. The Constitution and Articles of Association provide that payment of any dividend may be made in any manner, by any means and in any currency determined by the Board.

All unclaimed dividends may be invested or otherwise used by the Board for the benefit of whichever of BHP Billiton Limited or BHP Billiton Plc declared that dividend, until claimed or, in the case of BHP Billiton Limited, otherwise disposed of according to law. In the case of BHP Billiton Plc, any dividend unclaimed after a period of 12 years from the date on which such dividend was declared or became due for payment shall be forfeited and shall revert to BHP Billiton Plc.

Voting rights

Voting at any general meeting of BHP Billiton Limited shareholders is in the first instance to be conducted by a show of hands unless a poll is demanded by any of the following (except in relation to the election of a chairman of a meeting or, unless the Chairman otherwise determines, the adjournment of a meeting):

the Chairman;
any shareholder under the law; or
the holder of the BHP Billiton Limited Special Voting Share.

Voting at any general meeting of BHP Billiton Plc is in the first instance to be conducted by a show of hands unless a poll is demanded by any of the following:

the Chairman;
not less than five members present in person or by proxy and entitled to vote;
a member or members present in person or by proxy and representing not less than five per cent of the total voting rights of all the members having the right to vote at the meeting; or
the holder of the Billiton Special Voting Share.

As described under the heading ‘Equalisation of economic and voting rights’ in section 2.11.2 of this Report, certain matters may be decided as Joint Electorate Actions or Class Rights Actions. Any matter considered by shareholders at an Annual General Meeting of BHP Billiton Limited or BHP Billiton Plc constitutes a Joint Electorate Action and shall therefore be decided on a poll. Therefore, in practice, generally all items of business at Annual General Meetings proceed directly to poll.

In addition, at any general meeting a resolution, other than a procedural resolution, put to the vote of the meeting on which the holder of the relevant BHP Billiton Special Voting Share is entitled to vote shall be decided on a poll.

For the purposes of determining which shareholders are entitled to attend or vote at a meeting of BHP Billiton Plc or BHP Billiton Limited, and how many votes such shareholder may cast, the relevant company will specify in any notice of meeting a time, not more than 48 hours before the time fixed for the meeting, by which a shareholder must be entered on the Register of Shareholders in order to have the right to attend or vote at the relevant meeting.

Shareholders who wish to appoint a proxy to attend, vote or speak at a meeting of BHP Billiton Plc or BHP Billiton Limited (as appropriate) on their behalf, must deposit the relevant form appointing a proxy in accordance with the instructions contained in any notice of meeting, so as to be received in the specified manner not less than 48 hours before the time appointed for holding the meeting to which the appointment of a proxy relates.

Rights to share in BHP Billiton Limited’s profits

The rights attached to the shares of BHP Billiton Limited, as regards the participation in the profits available for distribution, are as follows:

The holders of any preference shares shall be entitled, in priority to any payment of dividend to the holders of any other class of shares, to a preferred right to participate as regards dividends up to but not beyond a specified amount in distribution.

Subject to the special rights attaching to any preference shares, but in priority to any payment of dividends on all other classes of shares, the holder of the Equalisation Share (if any) shall be entitled to be paid such dividends as are declared.

Any surplus remaining after payment of the distributions above shall be payable to the holders of BHP Billiton Limited ordinary shares and the BHP Billiton Limited Special Voting Share in equal amounts per share.

Rights to share in BHP Billiton Plc’s profits

The rights attached to the shares of BHP Billiton Plc, in relation to the participation in the profits available for distribution, are as follows:

The holders of the cumulative preference shares shall be entitled, in priority to any payment of dividend to the holders of any other class of shares, to be paid a fixed cumulative preferential dividend (Preferential Dividend) at a rate of 5.5 per cent per annum, to be paid annually in arrears on 31 July in

each year or, if any such date shall be a Saturday, Sunday or public holiday in England, on the first business day following such date in each year. Payments of Preferential Dividends shall be made to holders on the register at any date selected by the Directors up to 42 days prior to the relevant fixed dividend date.

Subject to the rights attaching to the cumulative preference shares, but in priority to any payment of dividends on all other classes of shares, the holder of the BHP Billiton Plc Special Voting Share shall be entitled to be paid a fixed dividend of US$0.01 per annum, payable annually in arrears on 31 July.
Subject to the rights attaching to the cumulative preference shares and the BHP Billiton Plc Special Voting Share, but in priority to any payment of dividends on all other classes of shares, the holder of the Equalisation Share shall be entitled to be paid such dividends as the Board may decide to pay thereupon.
Any surplus remaining after payment of the distributions above shall be payable to the holders of the BHP Billiton Plc ordinary shares in equal amounts per BHP Billiton Plc ordinary share.

2.13.7 Right on a return of assets on liquidation

On a return of assets on liquidation of BHP Billiton Limited, subject to the payment of all prior ranking amounts owed to all creditors of BHP Billiton Limited and preference shareholders, the assets of BHP Billiton Limited remaining available for distribution among shareholders, after giving effect to the payment of all prior ranking amounts owed to all creditors and holders of preference shares, shall be applied in paying to the holders of the BHP Billiton Limited Special Voting Share and the Equalisation Share (if any) an amount of up to A$2.00 on each such share, on an equal priority with any amount paid to the holders of BHP Billiton Limited ordinary shares, and any surplus remaining shall be applied in making payments solely to the holders of BHP Billiton Limited ordinary shares in accordance with their entitlements.

On a return of assets on liquidation of BHP Billiton Plc, subject to the payment of all prior ranking amounts owed to the creditors of BHP Billiton Plc and prior ranking statutory entitlements, the assets of BHP Billiton Plc to be distributed on a winding-up shall be distributed to the holders of shares in the following order of priority:

To the holders of the cumulative preference shares, the repayment of a sum equal to the nominal capital paid up or credited as paid up on the cumulative preference shares held by them and accrual, if any, of the Preferential Dividend, whether such dividend has been earned or declared or not, calculated up to the date of commencement of the winding-up.
To the holders of the BHP Billiton Plc ordinary shares and to the holders of the BHP Billiton Plc Special Voting Share and the Equalisation Share (if any), the payment out of surplus, if any, remaining after the distribution above of an equal amount for each BHP Billiton Plc ordinary share, the BHP Billiton Plc Special Voting Share and the Equalisation Share, if issued, subject to a maximum in the case of the BHP Billiton Plc Special Voting Share and the Equalisation Share of the nominal capital paid up on such shares.

2.13.8 Redemption of preference shares

If BHP Billiton Limited at any time proposes to create and issue any preference shares, the preference shares may be issued on the terms that they are to be redeemed or, at the option of either or both BHP Billiton Limited and the holder, are liable to be redeemed, whether out of share capital, profits or otherwise.

The preference shares confer on the holders the right to convert the preference shares into ordinary shares if, and on the basis, the Board determines at the time of issue of the preference shares.

The preference shares are to confer on the holders:

the right (on redemption and on a winding up) to payment in cash in priority to any other class of shares of (i) the amount paid or agreed to be considered as paid on each of the preference shares; (ii) the amount, if any, equal to the aggregate of any dividends accrued but unpaid and of any arrears of dividends; and
the right, in priority to any payment of dividend on any other class of shares, to the preferential dividend.

There is no equivalent provision in the Articles of Association of BHP Billiton Plc.

2.13.9 Capital calls

Subject to the terms on which any shares may have been issued, the Board may make calls on the shareholders in respect of all monies unpaid on their shares. BHP Billiton has a lien on every partly paid share for all amounts payable in respect of that share. Each shareholder is liable to pay the amount of each call in the manner, at the time and at the place specified by the Board (subject to receiving at least 14 days notice specifying the time and place for payment). A call is considered to have been made at the time when the resolution of the Board authorising the call was passed.

2.13.10 Borrowing powers

Subject to relevant law, the Directors may exercise all powers of BHP Billiton to borrow money, and to mortgage or charge its undertaking, property, assets (both present and future) and all uncalled capital or any part or parts thereof and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of BHP Billiton or of any third party.

2.13.11 Changes to rights of shareholders

Rights attached to any class of shares issued by either BHP Billiton Limited or BHP Billiton Plc can only be varied (whether as a Joint Electorate Action or a Class Rights Action) where such variation is approved both:

by the Company that issued the relevant shares, as a special resolution; and
by the holders of the issued shares of the affected class, either by a special resolution passed at a separate meeting of the holders of the issued shares of the class affected, or with the written consent of members with at least 75 per cent of the votes of that class.

2.13.12 Conditions governing general meetings

All provisions relating to general meetings apply with any necessary modifications to any special meeting of any class of shareholders that may be held. Therefore, the following information relates equally to general meetings and any special meeting of any class of shareholders.

The Board may and shall on requisition in accordance with applicable laws call a general meeting of the shareholders at the time and place or places and in the manner determined by the Board. No shareholder may convene a general meeting of BHP Billiton except where entitled under law to do so. Any Director may convene a general meeting whenever the Director thinks fit. General meetings can also be cancelled, postponed or adjourned. Notice of a general meeting must be given to each shareholder entitled to vote at the meeting and such notice of meeting must be given in the form and manner in which the Board thinks fit. Five shareholders of the relevant company present in person or by proxy constitute a quorum for a meeting. A shareholder who is entitled to attend and cast a vote at a general meeting of BHP Billiton Limited may appoint a person as a proxy to attend and vote for the shareholder in accordance with the law.

2.13.13 Limitations on rights to own securities

Neither the Constitution of BHP Billiton Limited nor the Articles of Association of BHP Billiton Plc impose any limitations on the rights to own securities other than restrictions that reflect the takeovers codes under relevant Australian and UK law. In addition, the Australian Foreign Acquisitions and Takeovers Act 1975 imposes a number of conditions that restrict foreign ownership of Australian-based companies.

Share control limits imposed by the Constitution and the Articles of Association, as well as relevant laws, are described in section 2.7 and 2.11.2 of this Report.

2.13.14 Documents on display

You can consult reports and other information about BHP Billiton Limited that it has filed pursuant to the rules of the ASX at www.asx.com.au . You can consult reports and other information filed for publication by BHP Billiton Plc pursuant to the rules of the UK Listing Authority at the Authority’s document viewing facility. Information filed on the ASX, or pursuant to the rules of the UK Listing Authority is not incorporated by reference into this Annual Report. The documents referred to in this Annual Report as being available on our website, www.bhpbilliton.com , are not incorporated by reference and do not form part of this Annual Report.

BHP Billiton Limited and BHP Billiton Plc both file annual and special reports and other information with the SEC. You may read and copy any document that either BHP Billiton Limited or BHP Billiton Plc files at the SEC’s public reference room located at 100 F Street, NE, Room 1,580, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 or access the SEC website at www.sec.gov for further information on the public reference room. The SEC filings of BHP Billiton Limited since November 2002, and those of BHP Billiton Plc since April 2003, are also available on the SEC website.

2.14 Reserves

2.14.1 Petroleum reserves

Reserves and production

Proved oil and gas reserves are the estimated quantities of crude oil, natural gas and natural gas liquids (NGL) that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions, i.e. prices and costs as of the date the estimate is made. Proved developed oil and gas reserves are reserves that can be expected to be recovered through existing wells with existing equipment and operating methods.

Estimates of oil and gas reserves are inherently imprecise, require the application of judgement and are subject to future revision. Accordingly, financial and accounting measures (such as the standardised measure of discounted cash flows, depreciation, depletion and amortisation charges, the assessment of impairments and the assessment of valuation allowances against deferred tax assets) that are based on reserve estimates are also subject to change.

Proved reserves are estimated by reference to available seismic, well and reservoir information, including production and pressure trends for producing reservoirs and, in some cases, to similar data from other producing reservoirs in the immediate area. Proved reserves estimates are attributed to future development projects only where there is a significant commitment to project funding and execution, and for which applicable governmental and regulatory approvals have been secured or are reasonably certain to be secured. Furthermore, estimates of proved reserves only include volumes for which access to market is assured with reasonable certainty. All proved reserve estimates are subject to revision, either upward or downward, based on new information, such as from development drilling and production activities or from changes in economic factors, including product prices, contract terms or development plans.

The tables below detail estimated oil, condensate, NGL and gas reserves at 30 June 2009, 30 June 2008 and 30 June 2007, with a reconciliation of the changes in each year. Reserves have been calculated using the economic interest method and represent net interest volumes after deduction of applicable royalty, fuel and flare volumes. Reserves include quantities of oil, condensate, NGL and gas that will be produced under several production and risk sharing arrangements that involve the BHP Billiton Group in upstream risks and rewards without transfer of ownership of the products. At 30 June 2009, approximately seven per cent (2008: six per cent; 2007: nine per cent) of proved developed and undeveloped oil, condensate and NGL reserves and five per cent (2008: five per cent; 2007: six per cent) of natural gas reserves are attributable to those arrangements. Reserves also include volumes calculated by probabilistic aggregation of certain fields that share common infrastructure. These aggregation procedures result in enterprise-wide proved reserves volumes which may not be realised upon divestment on an individual property basis.

Millions of barrels Proved developed and undeveloped oil, condensate and NGL reserves (a) Reserves at 30 June 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Improved recovery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Revisions of previous estimates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Extensions and discoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase/sales of reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Production (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reserves at 30 June 2007 (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Improved recovery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Revisions of previous estimates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Extensions and discoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase/sales of reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Production (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reserves at 30 June 2008 (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Improved recovery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Revisions of previous estimates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Extensions and discoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase/sales of reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Production (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reserves at 30 June 2009 (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proved developed oil, condensate and NGL reserves (a) Reserves at 30 June 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reserves at 30 June 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reserves at 30 June 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reserves at 30 June 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Australia/ Asia 303.9 — 13.6 50.9 — (35.8) 28.7 332.6 17.6 20.0 26.6 — (40.0) 24.2 356.8 1.2 13.3 5.9 0.0 (40.8) (20.4) 336.4 199.3 180.8 190.9 183.8	Americas 190.1 — (0.9) 1.7 (0.1) (6.6) (5.9) 184.2 — 16.2 23.4 — (16.3) 23.3 207.5 0.0 5.2 14.0 0.0 (23.1) (3.9) 203.6 21.5 35.3 99.6 106.4	UK/Africa/ Middle East 57.0 — 5.6 — — (14.3) (8.7) 48.3 — (2.2) — — (11.8) (14.0) 34.3 0.0 23.7 0.0 0.0 (12.5) 11.2 45.5 54.6 46.0 30.6 42.2	Total 551.0 — 18.3 52.6 (0.1) (56.7) 14.1 565.1 17.6 34.0 50.0 — (68.1) 33.5 598.6 1.2 42.2 19.9 0.0 (76.4) (13.1) 585.5 275.4 262.1 321.1 332.4

(a) In Bass Strait, the North West Shelf, Ohanet and the North Sea, NGL is extracted separately from crude oil and natural gas.

(b) Production for reserves reconciliation differs slightly from marketable production due to timing of sales and corrections to previous estimates.
(c) Total proved oil, condensate and NGL reserves include 6.9 million barrels derived from probabilistic aggregation procedures.

Billions of cubic feet Proved developed and undeveloped natural gas reserves Reserves at 30 June 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Improved recovery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Revisions of previous estimates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Extensions and discoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchases/sales of reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Production (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reserves at 30 June 2007 (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Improved recovery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Revisions of previous estimates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Extensions and discoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchases/sales of reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Production (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reserves at 30 June 2008 (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Improved recovery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Revisions of previous estimates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Extensions and discoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchases/sales of reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Production (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reserves at 30 June 2009 (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proved developed natural gas reserves Reserves at 30 June 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reserves at 30 June 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reserves at 30 June 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reserves at 30 June 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Australia/ Asia (a) 4,532.7 — 15.3 — (76.5) (295.0) (356.2) 4,176.5 — 22.7 239.8 — (310.9) (48.4) 4,128.1 179.5 31.4 267.5 0.0 (316.8) 161.6 4,289.7 2,286.4 2,137.4 2,148.6 2,136.6	Americas 116.5 — (0.4) 280.7 (3.6) (8.7) 268.0 384.5 — (42.3) 17.1 — (11.8) (37.0) 347.5 0.0 (3.5) 7.5 (2.4) (13.4) (11.8) 335.7 16.5 15.9 46.4 38.5	UK/Africa Middle East 218.1 — 1.4 — — (53.3) (51.9) 166.2 — 62.2 — — (45.8) 16.4 182.6 0.0 0.8 0.0 0.0 (34.4) (33.6) 149.0 206.4 162.4 175.1 146.1	Total 4,867.3 — 16.3 280.7 (80.1) (357.0) (140.1) 4,727.2 — 42.6 256.9 — (368.5) (69.0) 4,658.2 179.5 28.7 275.0 (2.4) (364.6) 116.2 4,774.4 2,509.3 2,315.7 2,370.1 2,321.2

(a) Production for Australia includes gas sold as LNG.

(b) Production for reserves reconciliation differs slightly from marketable production due to timing of sales and corrections to previous estimates.
(c) Total proved natural gas reserves include 117.1 billion cubic feet derived from probabilistic aggregation procedures.

2.14.2 Ore Reserves

Introduction

Ore Reserves are estimates of the amount of ore that can be economically and legally extracted and processed from our mining properties. In order to estimate reserves, assumptions are required about a range of geological, technical and economic factors, including quantities, grades, production techniques, recovery rates, production costs, transport costs, commodity demand, commodity prices and exchange rates. Estimating the quantity and/or grade of reserves requires the size, shape and depth of ore bodies to be determined by analysing geological data such as drilling samples. Because the economic assumptions used to estimate reserves change from period to period, and because additional geological and operational data is generated during the course of operations, estimates of reserves may change from period to period. All of the Ore Reserve figures presented are

reported in 100 per cent terms and represent estimates at 30 June 2009 (unless otherwise stated). All tonnes and grade information has been rounded, hence small differences may be present in the totals. Reserve life is calculated as Total Ore Reserve divided by the current nominal capacity of the operation.

Our mineral leases are of sufficient duration (or convey a legal right to renew for sufficient duration) to enable all reserves on the leased properties to be mined in accordance with current production schedules. Our Ore Reserves may include areas where some additional approvals remain outstanding but where, based on the technical investigations we carry out as part of our mine planning process and our knowledge and experience of the approvals process, we expect that such approvals will be obtained as part of the normal course of business and within the timeframe required by the current life-of-mine schedule.

The reported reserves contained in this annual report do not exceed the quantities that we estimate could be extracted economically if future prices were at similar levels to the average historical prices for traded metals for the three years to 31 December 2008, or for bulk commodities the three year historical contracted prices. However, we do not use a bauxite, aluminium or alumina price to determine bauxite reserves. The primary criteria for determining bauxite reserves are the feed specifications required by the captive alumina refinery. In addition to these specifications a number of modifying factors are used to differentiate bauxite reserves from other mineralised material. For our Manganese assets, historical price is used to determine reserves at only one asset (GEMCO). Geological stratigraphic controls, cut-off grade and plant feed requirements are used to determine reserves at our other Manganese assets.

Current operating costs have been matched to the average historical prices in our test for impairment in accordance with Industry Guide 7. The reported reserves may differ in some respects from the reserves we report in our home jurisdictions of Australia and the UK. Those jurisdictions require the use of the Australasian Code for reporting of Exploration Results, Mineral Resources and Ore Reserves, December 2004 (the JORC Code), which contemplates the use of reasonable investment assumptions in calculating reserve estimates.

The three-year historical average prices used for each commodity to test for impairment of the reserves of traded metals contained in this annual report are as follows:

Commodity Price US$ Copper[(a)] 3.14/lb Gold 724.27/oz Nickel 12.48/lb Silver 13.32/oz Lead 0.90/lb Zinc 1.27/lb Uranium 70.26/lb

(a) All our copper operations have used a copper price at or below the three-year historical average copper price to estimate, or test for impairment of, the copper reserves disclosed in this report.

Aluminium Customer Sector Group

Ore Reserves

The table below details the Ore Reserves for the Aluminium Customer Sector Group estimated as at 30 June 2009 in 100 per cent terms (unless otherwise stated).

otherwise stated).
			As at 30 June 2009							As at 30 June 2008		BHP Billiton Interest %
Commodity Deposit (1)(2)(3)(4) Australia Worsley . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Brazil MRN (5)(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Suriname (7) Coermotibo . . . . . . . . . . . . . . . . . . . . . . . . . . . . Onverdacht . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Ore Type	P	roved Ore Reserve	Pro	bable Ore Reserve	T	otal Ore Reserve	Reserve life (years)	T	otal Ore Reserve	Reserve life (years)
		Millions of dry metric tonnes	% A.Al2O3 % R.SiO2 % Fe2O3 31.1 1.8 — 50.8 3.6 — 45.5 3.5 13.4 47.2 4.4 10.9	Millions of dry metric tonnes	% A.Al2O3 % R.SiO2 % Fe2O3 30.4 1.8 — 50.2 4.1 — 38.1 3.4 23.2 — — —	Millions of dry metric tones	% A.Al2O3 % R.SiO2 % Fe2O3 31.0 1.8 — 50.6 3.8 — 42.4 3.5 17.5 47.2 4.4 10.9		Millions of dry metric tonnes	% A.Al2O3 % R.SiO2 % Fe2O3 30.9 1.8 — 50.7 3.7 — 42.5 3.4 17.4 48.4 4.0 10.6
	Laterite MRN Washed Laterite Laterite	265 141 0.4 5.9		59 59 0.3 —		324 200 0.6 5.9		19 13 0.4 4	311 214 0.7 9.4		19 14 1 3	86 14.8 45 45

(1) Approximate drill hole spacings used to classify the reserves are:

98	Deposit Worsley . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MRN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Coermotibo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Onverdacht . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2) Metallurgical recoveries for the operations are: Deposit Worsley (Worsley Refinery) . . . . . . . . . . . . . . . . . . . . . . . . . . . MRN (Alumar Refinery) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Coermotibo (Paranam Refinery) . . . . . . . . . . . . . . . . . . . . . . . . Onverdacht (Paranam Refinery) . . . . . . . . . . . . . . . . . . . . . . . .	Proved Ore Reserves Probable Ore Reserves Maximum 80m Maximum 160m A bauxite intersection grid of 200m. Mining and metallurgical characterisation (test pit/bulk sample), plus a reliable suite of chemical and size distribution data Those areas with a bauxite intersection grid spacing of less than 400m and/or a 400m spaced grid with a 200m offset fill in, plus a reliable suite of chemical and size distribution data. 61m x 61m 122m x 122m 61m x 61m 122m x 122m Estimated % metallurgical recovery of A.Al2O3	Probable Ore Reserves
		90% 94% 93.1% 93.1%

(3) A.Al2O3 is available alumina determined for expected refinery conditions. R.SiO2 is silica that is reactive in the refinery process. Fe2O3 is iron oxide.

(4) For Worsley, MRN, Coermotibo and Onverdacht bauxite deposits the reserves are determined based on applicable A.Al2O3 and R.SiO2. For one of the Onverdacht deposits Fe2O3 cut-off is also applied.
(5) MRN—Washed tonnes and grade represent expected product based on forecast beneficiated yield in the reserve area.
(6) The MRN reserves are located on mining leases that provide MRN the right to mine. Current mining areas have full environmental approval. Land clearing licences for these areas require yearly renewal. Environmental approvals for the new mine developments within the reserve area have not yet been granted. The area covering the remaining reserves is subject to further environmental applications that will be submitted by MRN within the time frame required by the current life of mine schedule.
(7) Suriname—On 31 July 2009 BHP, Billiton Maatschappij Suriname (BMS) was sold to Suralco, an Alcoa subsidiary.

Base Metals Customer Sector Group

Ore Reserves

The table below details the total Ore Reserves for the Base Metals Customer Sector Group estimated as at 30 June 2009 in 100 per cent terms (unless otherwise stated).

				As at 3	0 June 2	009							A	s at 30 June 2008		BHP Billiton Interest %
Commodity Deposit (1)(2)(3) Copper Escondida . . . . . . . . . . . . . . Cerro Colorado . . . . . . . . . Spence (4) . . . . . . . . . . . . . . Pinto Valley (5) . . . . . . . . . . Copper Uranium Olympic Dam (6) . . . . . . . . . Copper Zinc Antamina (7) . . . . . . . . . . . . Silver Lead Zinc Cannington . . . . . . . . . . . . .	Ore Type		Prove	d Ore Reserve		Probab	le Ore Reserve		Total	Ore Reserve	Reserve life (years)		Total	Ore Reserve	Reserve life (years)
		Millions of dry metric tonnes	% TCu	% SCu — — — 0.47 0.13 0.86 0.70 — — — — — kg/tonne U3O8 g/t Au g/t Ag	Millions of dry metric tonnes	% TCu	% SCu — — — 0.45 0.14 0.71 0.50 — 0.10 — — — kg/tonne U3O8 g/t Au g/t Ag	Millions of dry metric tonnes	% TCu	% SCu — — — 0.46 0.13 0.82 0.60 — 0.10 — — — kg/tonne U3O8 g/t Au g/t Ag		Millions of dry metric tonnes	% TCu	% SCu — — — 0.48 0.15 0.76 — — — — — — kg/tonne U3O8 g/t Au g/t Ag
	Oxide Sulphide Sulphide leach Oxide Sulphide Oxide Oxide–low solubility Sulphide ROM Low-grade leach Sulphide Sulphide stockpiles Sulphide Sulphide Cu only Sulphide Cu-Zn Sulphide	85 758 611 62 28 28 14 131 — 6.0 36 — Millions of dry metric tonnes	0.71 1.16 0.53 0.62 0.69 1.18 1.39 1.15 — 0.22 0.37 — % Cu		56 941 1,809 55 23 8.9 14 89 33 7.0 53 — Millions of dry metric tonnes	0.98 1.00 0.54 0.64 0.74 0.82 1.00 0.75 0.50 0.21 0.42 — % Cu		142 1,699 2,421 117 51 37 28 219 33 13 89 — Millions of dry metric tonnes	0.82 1.07 0.54 0.63 0.71 1.09 1.19 0.99 0.50 0.21 0.40 — % Cu		21 9 18 4 54 21 8	144 1,731 2,260 105 48 66 — 205 — 15 98 446 Millions of dry metric tonnes	0.93 1.10 0.55 0.65 0.71 1.08 — 1.06 — 0.21 0.39 0.11 % Cu		24 8 15 4 43 12 8	57.5 100 100 100 100 33.75 100
		188 Millions of dry metric tonnes	1.96 % Cu	0.60 0.54 3.79 % Zn g/t Ag % Mo	401 Millions of dry metric tonnes	1.73 % Cu	0.59 0.72 3.16 % Zn g/t Ag % Mo	589 Millions of dry metric tonnes	1.81 % Cu	0.59 0.66 3.36 % Zn g/t Ag % Mo		473 Millions of dry metric tonnes	1.86 % Cu	0.60 0.76 3.95 % Zn g/t Ag % Mo
		87 39 Millions of dry metric tonnes	1.09 0.92 g/t Ag	0.2 8.6 0.04 2.3 19.1 0.01 % Pb % Zn 8.1 4.1	449 142 Millions of dry metric tonnes	1.04 1.05 g/t Ag	0.2 9.7 0.03 2.0 17.7 0.01 % Pb % Zn 6.7 4.8	536 181 Millions of dry metric tonnes	1.05 1.02 g/t Ag	0.2 9.5 0.03 2.1 18.0 0.01 % Pb % Zn 8.0 4.1		292 109 Millions of dry metric tonnes	1.11 1.13 g/t Ag	0.16 9.6 0.035 2.75 19.9 0.009 % Pb % Zn 8.3 3.9
		22	330		2.4	267		24	324			24	348

(1) % TCu—per cent total copper, % SCu—per cent soluble copper, % Cu—per cent copper, kg/tonne U3O8—kilograms per tonne uranium oxide, g/tAu—grams per tonne gold, g/tAg— grams per tonne silver, % Zn—per cent zinc, % Pb—per cent lead, % Mo—per cent molybdenum.

(2) Approximate drill hole spacings used to classify the reserves are:

Deposit Escondida . . . . . . . . . . . . . . . . . . . Cerro Colorado . . . . . . . . . . . . . . . Spence . . . . . . . . . . . . . . . . . . . . . . Pinto Valley . . . . . . . . . . . . . . . . . . Olympic Dam . . . . . . . . . . . . . . . . Antamina . . . . . . . . . . . . . . . . . . . . Cannington . . . . . . . . . . . . . . . . . .	Proved Ore Reserves Sulphide: 50m x 50m Sulphide leach: 60m x 60m Oxide: 35m x 35m 55m x 55m on first kriging pass Oxides: less than approximately 50m continuous square grid Sulphides: less than approximately 75m continuous square grid 60m x 120m rectangular grid Drilling grid of 20m to 30m High Grade Cu/Zn: 3 composites of the same grade zone and different holes within 30m, closest within 20m. Low Grade Cu/Zn: 3 composites of the same grade zone & different holes within 35m, closest within 25m 12.5m sectional x 15m vertical	Probable Ore Reserves
		Sulphide: 80m x 80m Sulphide leach: 100m x 100m Oxide: 50m x 50m 120m x 120m on second kriging pass Oxides and Sulphides: less than approximately 100m continuous square grid, estimation on second kriging pass 200m x 200m Drilling grid of 30m to 70m 3 composites of the same grade zone & different holes within 55m, closest within 40m or 2 composites of the same grade zone and different holes within 65m, closest within 30m or at least 50 composites within 75m with at least 90% in the same grade zone as the block 25m sectional x 25m vertical

(3) Metallurgical recoveries for the operations are:

100	Deposit Escondida . . . . . . . . . . . . . . . . . . . Cerro Colorado . . . . . . . . . . . . . . . Spence . . . . . . . . . . . . . . . . . . . . . . Pinto Valley . . . . . . . . . . . . . . . . . . Olympic Dam . . . . . . . . . . . . . . . . Antamina . . . . . . . . . . . . . . . . . . . . Cannington . . . . . . . . . . . . . . . . . .		Metallurgical Recovery	Metallurgical Recovery
		Cu Sulphide: 82% of TCu Sulphide Leach: 33% of TCu Oxide: 68% TCu 69% of TCu Oxide: 80% of TCu Oxide low solubility: 70% of TCu Sulphide: 70% of TCu ROM: 30% of TCu Low-grade leach: 25% Sulphide: 86% 95% Sulphide Cu: 94% Sulphide Cu-Zn: 82%	Ag Pb 65% Sulphide Cu: 70% Sulphide Cu-Zn: 59% 85% 89%	Zn Au U3O8 65% 73% Sulphide Cu: 0% Sulphide Cu-Zn: 80% 68%	Mo
					Sulphide Cu: 71% Sulphide Cu-Zn: 0%

(4) Spence—Changes from 2008 include the addition of run of mine (ROM) heap leach reserves due to increased confidence on the estimated recovery from production experience, and the identification and separation of the low solubility oxide ore type that had previously been reported within the oxide reserves. Depletion of reserves due to production was offset by the addition of reserves in the revised mine plan as a result of changes in economic assumptions. ROM—run of mine leach stockpile for low-grade oxide, supergene sulphide mineralisation and transitional sulphides.
(5) Pinto Valley—The Pinto Valley mine and mill operations were placed on care and maintenance status as of 20 January 2009 due to depressed copper prices. Changes to the intact reserves are due to depletion by production only. The sulphide stockpiles were removed from reserve status due to the tenuous long-term viability of remnant mineralisation in the stockpile.
(6) Olympic Dam—The increase in overall Ore Reserve is due to additional mineralisation being available for conversion to Probable Reserves.
(7) Antamina—The increase in reserves is the result of a drilling program completed in April 2008 that identified additional mineralisation which has been incorporated into the November 2008 mine plan.

Diamonds and Specialty Products Customer Sector Group

Ore Reserves

The table below details the total Ore Reserves for the Diamonds and Specialty Products Customer Sector Group estimated as at 30 June 2009 in 100 per cent terms (unless otherwise stated).

	As at 30	June 2009		BHP Billiton Interest %
Commodity Deposit (1)(2) Ore Type (3) Proved Ore Reserve Probable Ore Reserve Millions of dry metric tonnes Carats per tonne Millions of dry metric tonnes Carats per tonne Diamonds EKATI Core Zone (4) . . . . . . . . . . . . . . . . . . . OC 16 0.3 15 0.6 UG 3.2 0.8 4.1 0.9 SP — — 0.2 0.5 Millions of tonnes Millions of tonnes Mineral Sands Richards Bay Minerals (5) . . . . . . . . . . . . . . . TiO2slag 5.7 19 (1) Approximate drill hole spacings used to classify the reserves are: Deposit Proved Ore Reserves EKATI Core Zone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Approximately less than 30m Richards Bay Minerals . . . . . . . . . . . . . . . . . . . . . . . . . . 50m x 50m		Proved Ore Reserve Probable Ore Reserve Millions of dry metric tonnes Carats per tonne Millions of dry metric tonnes Carats per tonne 16 0.3 15 0.6 3.2 0.8 4.1 0.9 — — 0.2 0.5 Millions of tonnes Millions of tonnes 5.7 19 eserves are: Proved Ore Reserves
				80 50
	Approximately less than 30m 50m x 50m		Approximately less than 60m 800m x 100m

(2) Metallurgical recoveries for the operations are:

Deposit Metallurgical Recovery EKATI Core Zone . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Factors are assigned per geological domain and deposit Richards Bay Minerals . . . . . . . . . . . . . . . . . . . . . . . . . . 48.1% including conversion to slag

(3) OC—open-cut, UG—underground, SP—stockpile, TiO2—titanium dioxide.

(4) EKATI Core Zone—An effective 1.5mm square aperture stone size cut-off is used to estimate the reserves.

(5) Richards Bay Minerals—Reserves are reported in tonnes of slag as at 31 December 2008.

Stainless Steel Materials Customer Sector Group

Ore Reserves

The table below details the total Ore Reserves for the Stainless Steel Materials Customer Sector Group estimated as at 30 June 2009 in 100 per cent terms (unless otherwise stated).

As	at 30 June 2009	at 30 June 2009	at 30 June 2009	BHP Billiton Interest %
Commodity Deposit (1)(2) Nickel—Colombia Cerro Matoso . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nickel West Leinster . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mt Keith . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cliffs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ravensthorpe (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1) Approximate drill hole spacings used to classify the re Deposit Cerro Matoso . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Leinster . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mt Keith . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cliffs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2) Metallurgical recoveries for the operations are: Deposit Cerro Matoso . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Leinster: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mt Keith: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cliffs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			Proved Ore Reserve Probable Ore Reserve Millions of dry metric tonnes % Ni Millions of dry metric tonnes % Ni 54 1.30 42 1.22 29 1.38 — — 23 0.20 — — 2.9 1.3 0.2 0.9 7.1 2.0 2.0 1.5 127 0.57 2.0 0.45 24 0.53 — — 0.3 3.5 1.1 4.0 — — — — — — — — Proved Ore Reserves
				99.94 100 100 100 100
	25m x 25m x 60m x 25m x UG OC OC SP	25m 25m 40m 25m
		90% (Reserve to metal) 87.2% (Reserve to Ni in concentrate) 83.5% (Reserve to Ni in concentrate) 68.4% (Reserve to Ni in concentrate) 55% (Reserve to Ni in concentrate) 90.3% (Reserve to Ni in concentrate)

(3) OC—open-cut, UG—underground, SP—stockpile, MNR Ore—Metal Nickel Recovery ore, % Ni—per cent nickel.

(4) Ravensthorpe operations were indefinitely suspended in January 2009 and no reserve is reported.

Iron Ore Customer Sector Group

Ore Reserves

The table below details the total Ore Reserves for the Iron Ore Customer Sector Group estimated as at 30 June 2009 in 100 per cent terms (unless otherwise stated).

					As at 30 June 2009							As at 30 Ju	BHP Billiton Interest %
Commodity Deposit (1)(2)(3)(4)(5)(6) Ore Type Mt Newman JV . . . . BKM MM Jimblebar (7) . . . . . . . BKM MM Mt Goldsworthy JV Northern . . . . . . . . NIM Mt Goldsworthy JV Area C . . . . . . . . . BKM MM Yandi JV . . . . . . . . . CID Samarco JV (8) . . . . . ROM (1) Approximate drill hol Deposit Mt Newman JV . . . . . . . . . . . Jimblebar . . . . . . . . . . . . . . . . Mt Goldsworthy JV Northern Mt Goldsworthy JV Area C . Yandi JV . . . . . . . . . . . . . . . . Samarco JV . . . . . . . . . . . . . .	Proved	Ore Reser	ve	% LOI 2.0 7.8 3.4 — 2.6 5.0 5.9 10.6	Probable	Ore Rese	rve % Al2O3 % LOI 2.1 2.5 1.8 6.0 2.4 4.1 1.8 5.8 1.1 2.1 2.1 5.2 1.9 6.0 1.5 10.6 Reserves	Tota	l O	re Reserv	e % Al2O3 % LOI 2.1 2.3 1.7 6.2 2.4 4.0 1.8 5.8 1.3 2.3 2.1 5.1 1.8 6.0 1.5 10.6 Probab	Total Ore Reserve Millions of wet metric tonnes 823 65 425 — 24 180 396 1,092 Millions of dry metric tonnes 624 serves
	Millions of wet metric tonnes % Fe % P % SiO2 340 63.6 0.08 4.3 8.1 61.1 0.07 2.6 96 63.2 0.09 3.4 — — — — 8.6 59.7 0.06 9.5 54 62.7 0.14 2.8 151 62.3 0.06 2.9 668 57.2 0.04 5.7 Millions of dry metric tonnes % Fe % Pc 769 44.3 0.05 e spacings used to classify the re . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		% Al2O3 2.0 1.6 2.4 — 1.7 1.9 1.7 1.5 serves are: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		Millions of wet metric tonnes % Fe % P 528 62.6 0.09 55 62.1 0.07 325 62.6 0.10 131 62.1 0.08 19 60.2 0.05 128 61.7 0.13 222 61.4 0.06 383 57.2 0.05 Millions of dry metric tonnes % Fe % Pc 821 41.5 0.05 Pr	% SiO2 5.3 2.9 3.3 2.8 9.7 3.7 3.8 5.9 oved Ore		Millions of wet metric tonnes % Fe % 868 63.0 0.0 63 61.9 0.0 420 62.7 0.1 131 62.1 0.0 27 60.0 0.0 182 62.0 0.1 372 61.8 0.0 1,051 57.2 0.0 Millions of dry metric tonnes % Fe % P 1,590 42.9 0.0	P 8 7 0 8 5 3 6 4 c 5	% SiO2 4.9 2.8 3.4 2.8 9.6 3.4 3.4 5.8
													85 100 85 85 85 50
				50m x 50m x 25m x 50m x 50m x 200m	50m 50m 25m 50m 50m x 200m x 16m				3 3 5 3 1 4	00m x 50 00m x 50 0m x 50m 00m x 50 50m x 15 00m x 40	m m m 0m 0m x 16m

(2) Metallurgical recovery is 100%, except for Mt Newman JV—Whaleback BKM where recovery is 92%, and Samarco where recovery is 83.8%.

(3) For Western Australian Iron Ore (WAIO) the reserves are divided into joint ventures and material types that reflect the various products produced. BKM—Brockman, MM—Marra Mamba, NIM—Nimingarra and CID—Channel Iron Deposits. ROM is run of mine for Samarco.

(4) The reserve grades listed: Fe—iron, P—phosphorous, SiO2—silica, Al2O3—alumina, LOI—loss on ignition, refer to in situ mass percentage on a dry weight basis. For Samarco %Pc is phosphorous in concentrate. For Mt Newman, Jimblebar, Mt Goldsworthy and Yandi joint ventures tonnages represent wet tonnes based on the following moisture contents: BKM—3%, MM—4%, CID—8%, NIM—3.5%. Iron ore is marketed as Lump (direct blast furnace feed), Fines (sinter plant feed) and direct reduction and blast furnace pellets (Samarco).

(5) Cut-off grades used to estimate reserves: Mt Newman 50-62% Fe for BKM, 59% Fe for MM; Jimblebar 59% Fe for BKM, 58% Fe for MM; Mt Goldsworthy 50% Fe for NIM, 57% Fe for MM, 59.5% Fe for BKM; Yandi 55.0-55.5% Fe for CID; Samarco Fe>=34%.

(6) Our WAIO reserves are all located on State Agreement mining leases that guarantee the right to mine, except the Cattle Gorge mine (part of Mt Goldsworthy JV Northern), which is an operating mine on a standard Western Australian mining lease. We are required to obtain certain State Government approvals (including environmental and heritage clearances) before we commence mining operations on a particular area. We have included in our reserves areas where one or more approvals remain outstanding but where, based on the technical investigations we carry out as part of our mine planning process and our knowledge and experience of the approvals process, we expect that such approvals will be obtained as part of the normal course of business and within the time frame required by the current life of mine schedule. (7) Jimblebar—Increase in MM ore reserve due to addition of new deposit ‘South Jimblebar’.

(8) Samarco reserves have substantially increased as a result of (a) the inclusion of additional mineralisation in the mine plan as a result of extensive drilling programs, and (b) completing studies of product specifications that have enabled the extension of the expected economic life of the mine.

Manganese Customer Sector Group

Ore Reserves

The table below details the total Ore Reserves for the Manganese Customer Sector Group estimated as at 30 June 2009 in 100 per cent terms (unless otherwise stated).

			A	s a	t 30 June	2009									As at 30	June 200	8	BHP Billiton Interest %
Commodity Deposit (1)(2)(3) GEMCO (4) . . . . . . . . . . . . . . Wessels (5) . . . . . . . . . . . . . . Mamatwan (5) . . . . . . . . . . . . (1) Approximate drill hol Deposit GEMCO . . . . . . . . . . . . . . . . Wessels . . . . . . . . . . . . . . . . . Mamatwan . . . . . . . . . . . . . . . (2) Metallurgical recover Deposit GEMCO . . . . . . . . . . . . . Wessels . . . . . . . . . . . . . . Mamatwan . . . . . . . . . . . .	Ore Type	Proved	Ore	Re	serve	Probabl	e Ore R	eserve	Total	Ore Res	erve		Reserve life (years)	Total	Ore Res	erve	Reserve life (years)
		Millions of dry metric tonnes	% M	n	% Yield	Millions of dry metric tonnes	% Mn	% Yield	Millions of dry metric tonnes	% Mn	% Yie	ld		Millions of dry metric tonnes	% Mn	% Yield
		70 Millions of dry metric tonnes	46. % M	9 n	50 % Fe	44 Millions of dry metric tonnes	46.4 % Mn	48 % Fe	114 Millions of dry metric tonnes	46.7 % Mn	49 % Fe		14 49 22	117 Millions of dry metric tonnes	47.8 % Mn	48.0 % Fe	17 20 14	60 54.6 54.6
		2.2 2.1 1.0 0.1 — Millions of wet metric tonnes	47. 42. 48. 44. — % M	0 2 8 5 n	11.0 12.2 11.2 12.5 — % Fe	6.0 8.2 5.9 0.9 47 Millions of wet metric tonnes	47.2 41.4 48.5 42.8 42.1 % Mn	11.9 14.5 11.4 16.6 17.3 % Fe	8.2 10 6.9 1.0 47 Millions of wet metric tonnes	47.1 41.6 48.5 42.9 42.1 % Mn	11.7 14.0 11.4 16.3 17.3 % Fe			13 7.0 — — — Millions of wet metric tonnes	47.8 41.1 — — — % Mn	10.7 13.2 — — — % Fe
			37. 37. 37. 37. s are: . . . . . . . . . . . . . . .	8 5 8 5	4.5 4.8 4.5 4.8	9.1 0.3 14 1.8 P	36.6 36.4 37.6 37.4 roved O	4.6 4.4 4.5 4.7 re Reserv	51 4.5 22 3.0 es	37.6 37.4 37.7 37.4				46 4.4 — — Prob	37.6 37.2 — — able Ore	4.4 4.8 — — Reserves
				60 D su bl 80											limited underground drill holes an oles			d
				See yield in the Reserve table 76% 94%

(3) ROM—run of mine product, % Mn—per cent manganese, % Fe—per cent iron

(4) GEMCO—Manganese grades are given as per washed ore samples and should be read together with their respective yields.

(5) Wessels and Mamatwan—The reserve is stated as of 1 July 2009, when an agreement between Samancor Manganese and BEE consortium Ntsimbintle Mining Pty Ltd became effective. Under the agreement, Ntsimbintle contributed prospecting rights to Hotazel Mines in return for a 9% equity stake. The Wessels and Mamatwan reserve now includes reserves within the Ntsimbintle prospecting rights area, while our share has been reduced to 54.6%. The additional reserves are designated as ‘NTS’ in the table. Subsequent additional BEE transactions have reduced our interest in Wessels and Mamatwan to 44.4% as at 31 July 2009 but have not changed the stated reserve.

Metallurgical Coal Customer Sector Group

Metallurgical Coal Reserves

The table below details the total Coal Reserves for the Metallurgical Coal Customer Sector Group estimated as at 30 June 2009 in 100 per cent terms (unless otherwise stated).

			A	s at 30 June 2009						As at	30 June 2008	BHP Billiton Interest %
Commodity Deposit (1) Queensland Coal, Reserves at operating mines— CQCA JV Goonyella Riverside Broadmeadow . . . . . . Peak Downs . . . . . . . . . Saraji (4) . . . . . . . . . . . . Norwich Park (5) . . . . . . Blackwater (6) . . . . . . . . Gregory JV Gregory Crinum (7) . . . . BHP Mitsui South Walker Ck (8) . . . Poitrel-Winchester (9) . . Illawarra Coal, operating mines Appin (10) . . . . . . . . . . . West Cliff . . . . . . . . . . . Dendrobium . . . . . . . . .	Mining Method (2) OC UG OC OC OC OC OC UG OC UG OC OC UG UG UG	Coal Type (2) Met Met Met Met Met Met/Th Met Met Met/Th Met/Th Met/Th Met/Th Met/Th Met/Th Met/Th	Proved Coal Reserve Millions of metric tonnes 353 48 392 372 133 114 10 — — — 63 37 8 1 2	Probable Coal Reserve Millions of metric tonnes 184 79 630 160 94 402 4 30 — — 66 34 43 15 44	Total Coal Reserve (3) Millions of metric tonnes 537 127 1,022 532 227 516 14 30 — — 129 71 50 16 46	Total	Marketa Reserves (	ble Coal 2)(3) % VM % S 23.0 0.50 23.6 0.50 20.9 0.60 18.1 0.63 17.6 0.70 24.8 0.40 33.2 0.60 33.1 0.60 — — — — 11.1 0.21 23.7 0.40 23.5 0.36 21.5 0.37 23.6 0.59	Total	Marketa Reserves (	ble Coal 2)(3) % VM % S 23.2 0.52 23.6 0.50 21.0 0.60 18.4 0.60 14.8 0.70 25.8 0.50 — — — — 33.1 0.60 33.0 0.60 12.7 0.39 23.8 0.36 23.4 0.40 21.5 0.40 23.6 0.60
						Millions of metric tonnes 391 110 577 315 159 460 10 24 — — 101 51 44 13 33	% Ash 8.9 6.6 9.3 10.2 9.8 9.8 7.5 7.5 — — 8.4 8.6 8.9 8.9 9.7		Millions of metric tonnes 372 118 535 252 125 254 — — 4.2 30 31 53 32 13 33	% Ash 9.1 6.6 9.2 9.8 10.2 8.8 — — 7.5 7.5 8.4 8.5 8.9 8.9 9.5
												50 50 50 50 50 50 80 80 100 100 100

106	(1) Approximate drill hole spacings used to classify the reserves are: Deposit Proved Ore Reserves Goonyella Riverside Broadmeadow . . . . . . . . . . . . . . . . Maximum 500m spacing of geophysically logged, analysed, coreholes with >=95% recovery or <_+_10% expected error at 95% confidence on a one-year mining block Peak Downs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Variable and dependent on seam and domain: range from 500m to 1,050m spacing of geophysically logged, analysed, coreholes with >=95% recovery Saraji . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Variable and dependent on seam and domain: 500m to 1,040m spacing of geophysically logged, analysed, coreholes with >=95% recovery Norwich Park . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Variable and dependent on seam and domain: range from 650m to 1,350m spacing of geophysically logged, analysed, coreholes with >=95% recovery Blackwater . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Maximum 500m spacing of geophysically logged, analysed, coreholes with >=95% recovery Gregory Crinum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Maximum 850m spacing of geophysically logged, analysed, coreholes with >=95% recovery, 3D seismic coverage for UG coal South Walker Ck . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Variable and dependent on seam and domain: from 500m to 900m spacing of geophysically logged, analysed, coreholes with >=95% recovery Poitrel-Winchester . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Variable spacing by seam and domain: from 300m to 950m of geophysically logged, analysed, coreholes with >=95% recovery Appin, West Cliff, Dendrobium . . . . . . . . . . . . . . . . . . . Maximum of 700m between data points	Probable Ore Reserves
		500m to 1,000m spacing of geophysically logged, analysed, coreholes with > 95% recovery or_+10% to+_20% expected error at 95% confidence on a one-year mining block Variable and dependent on seam and domain: range from 500m to 2,100m spacing of geophysically logged, analysed, coreholes with >=95% recovery Variable and dependent on seam and domain: 900m to 2,100m spacing of geophysically logged, analysed, coreholes with >=95% recovery Variable and dependent on seam and domain: range from 1,350m to 2,650m spacing of geophysically logged, analysed, coreholes with >=95% recovery 500m to 1,000m spacing of geophysically logged, analysed, coreholes with >=95% recovery 850m to 1,700m spacing of geophysically logged, analysed, coreholes with >=95% recovery Variable and dependent on seam and domain: from 1,000m to 1,750m spacing of geophysically logged, analysed, coreholes with >=95% recovery Variable spacing by seam and domain: from 550m to 1,850m of geophysically logged, analysed, coreholes with >=95% recovery Maximum of 1,000m between data points

(2) OC—open-cut, UG—underground, Met—metallurgical coal, Th—thermal coal, % VM—per cent volatile matter, % S—per cent sulphur.
(3) Total Coal Reserve (tonnes) is the sum of Proved and Probable Coal Reserve estimates, which includes allowances for diluting materials, and for losses that occur when the coal is mined, and are at the moisture content when mined. Marketable Coal Reserve (tonnes) is the tonnage of coal available, at specified moisture and air-dried quality, for sale after the beneficiation of the Total Coal Reserve. Note that where the coal is not beneficiated, the Total Coal Reserve tonnes are the Marketable Coal Reserve tonnes, with moisture adjustment where applicable.
(4) Saraji—Changes to the reserve are attributed to an updated geological model, revised exclusion zones associated with the Phillips and Spring Creeks diversions, and revised economic assumptions.
(5) Norwich Park—The increase in reserves is are mainly attributable to an updated geological model.
(6) Blackwater—The Blackwater deposit is sensitive to movements in pricing and cost assumptions. The increase in reserves is mainly attributable to revised economic assumptions. The marketable thermal coal component of the overall Marketable Coal Reserve is estimated to be 90Mt at 6,900 kilo-calories per kg (Kcal/kg) calorific value.
(7) Gregory Crinum—The 2008 reserve estimation was based on the previous product specifications where both 6.5% ash coking and 13% ash thermal products were produced. Changes to the Gregory Low Ash (GGLA) product specification has resulted in the adoption of a single 7.5% ash coking product. It is anticipated that Gregory Crinum will continue to produce a single 7.5% ash coking product.
(8) South Walker Ck—The reserve changes are due to revised economic assumptions and tenement increases. The marketable reserve includes an estimated 90Mt of Pulverised Coal Injection (PCI) product and 11Mt thermal coal product with an average calorific value of 7,500 Kcal/kg.
(9) Poitrel-Winchester—The marketable PCI coal component of the overall Marketable Coal Reserve is estimated to be 12mt at 7,560 Kcal/kg calorific value.
(10) Appin—The increase in reserves is a result of the reclassification of part of the coal area due to the exploration program carried out throughout the year.

Energy Coal Customer Sector Group

Energy Coal Reserves

The tables below detail the total Coal Reserves for the Energy Coal Customer Sector Group estimated as at 30 June 2009 in 100 per cent terms (unless otherwise stated).

				As at 30 June 2009	As at 30 June 2009	As at 30 June 2009									As at 30 June 2008			BHP Billiton Interest %
Commodity Deposit (1) Mining Method (2) Coal Type (2) New Mexico— Operating mines San Juan . . . . . . . . . . . UG Th Navajo . . . . . . . . . . . . . OC Th South Africa— Operating mines Khutala . . . . . . . . . . . . OC Met OC Th UG Th Douglas- Middelburg (6) . . . . . OC Th Klipspruit . . . . . . . . . . OC Th Optimum (7) . . . . . . . . . OC Th Australia— Operating mine Mt Arthur Coal (8) . . . . OC Th Colombia— Operating mine Cerrejon Coal Company (9) . . . . . . . OC Th (1) Approximate drill hole spacings use Deposit San Juan . . . . . . . . . . . . . . . . . . . . . . . . . . . . Navajo . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Khutala . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Douglas-Middelburg . . . . . . . . . . . . . . . . . . Klipspruit . . . . . . . . . . . . . . . . . . . . . . . . . . . Mt Arthur Coal . . . . . . . . . . . . . . . . . . . . . . Cerrejon Coal Company . . . . . . . . . . . . . . .	Mining Method (2)	Coal Type (2)	Proved Coal Reserve	Probable Coal Reserve	Total Coal Reserve (3)		T	otal Mar	ketable Coal Reserve	s (3)(4)	Reserve life (years)		T	otal Mar	ketable Coal Reserve	s (3)(4)	Reserve life (years)
			Millions of metric tonnes	Millions of metric tonnes	Millions of metric tonnes		Millions of metric tonnes	% Ash	% VM % S Kcal/ kg CV — 0.70 5,600 — 0.90 4,700 30.5 1.57 6,300 20.1 1.03 4,400 21.0 0.80 4,600 23.4 0.61 6,000 24.0 0.59 6,000 — — — 29.6 0.60 6,300 33 0.60 6,200 oved Ore Reserves	% Total moisture (5)		M of t	illions metric onnes	% Ash	% VM % S Kcal/ kg CV — 0.70 5,600 — 0.88 4,800 30.5 1.73 6,200 20.3 0.98 4,400 20.9 0.90 4,500 23.8 0.70 6,100 22.9 0.59 5,800 26.5 0.74 6,000 30.8 0.70 6,500 — — 6,200 Probable Or	% Total moisture (5)
			61 162 17 87 139 459 83 — 579 503 d to classify t . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7.0 9.2 — 15 — 126 11 — 447 241 he reserves are: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	68 172 17 102 139 585 94 — 1,026 744 0m - 50 <500m >8 bore >8 bore >8 bore <500m >6 bore		68 172 13 102 139 431 75 — 753 720	19.1 23.1 18.0 36.3 35.5 21.3 20.1 — 15.1 7.8 Pr		9.9 13.0 8.0 8.0 8.0 7.1 8.8 — 8.5 12.0	11 22 22 22 12 — 51 23		74 190 3.9 66 170 422 74 86 168 819	19.0 22.0 18.0 36.1 33.9 21.5 22.2 19.5 17.2 —		9.9 13.0 8.0 8.0 8.0 7.2 8.8 8.0 8.4 12.0 e Reserves	12 25 18 27 12 7 14 25	100 100 100 100 100 — 100 33
						0m - 50 <500m >8 bore >8 bore >8 bore <500m >6 bore	0m (250m rad holes per holes per holes per holes per	ius from 100ha 100ha 100ha 100ha	drillhole)				500m - 500m - 4-8 bor 4-8 bor 4-8 bor 500m - 2-6 bor	1000m 1000m eholes p eholes p eholes p 1000m eholes p	(250m to 500m radiu er 100ha er 100ha er 100ha er 100ha	s from drillhole)

(2) OC—open-cut, UG—underground, Th—thermal coal, Met—metallurgical coal.

(3) Total Coal Reserve (tonnes) is the sum of Proved and Probable Coal Reserve estimates, which includes allowances for diluting materials, and for losses that occur when the coal is mined, and are at the moisture content when mined. Marketable Coal Reserve (tonnes) is the tonnage of coal available, at specified moisture and air-dried quality, for sale after the beneficiation of the Total Coal Reserves. Note that where the coal is not beneficiated, the Total Coal Reserve tonnes are the Marketable Coal Reserve tonnes, with moisture adjustment where applicable.

(4) % VM—per cent volatile matter, % S—per cent sulphur, Kcal/kg CV—kilo-calories per kilogram calorific value.

(5) Coal moisture content is on an as received basis.

(6) Douglas-Middelburg—Douglas is now reported with Middelburg.
(7) Optimum—The deposit was sold effective 1 July 2008 and is no longer reported.
(8) Mt Arthur Coal—Additional mine planning has significantly increased the open cut mining limits and the reserve. Our reserve is within existing mining leases. We have included reserves beyond the current mine lease term and approval where, based on our knowledge and experience of the approvals process and our technical investigations as part of the planning process, we expect that extension to the lease period and approvals will be obtained in the normal course of business and in a time frame that is commensurate with the current life of mine schedule. Should the lease extension not be granted at the termination of the current term then our total Marketable Coal Reserve will be reduced to 187mt.
(9) Cerrejon Coal Company—The reduction in the Marketable Coal Reserve is due to production depletion, redesign of the pit and introduction of a beneficiation factor which is now applicable to the total reserve.

3 Operating and financial review and prospects 3.1 Introduction

This ‘Operating and financial review and prospects’ section is intended to convey management’s perspective of the BHP Billiton Group and its operational and financial performance as measured and prepared in accordance with IFRS as issued by the International Accounting Standards Board (‘IFRS’). We intend this disclosure to assist readers to understand and interpret the financial statements included in this Report. This section should be read in conjunction with the financial statements, together with the accompanying notes.

We are the world’s largest diversified natural resources company, with a combined market capitalisation of approximately US$144 billion as at 30 June 2009. We generated revenue of US$50.2 billion and profit attributable to shareholders of US$5.9 billion for FY2009.

We extract and process minerals, oil and gas from our production operations located primarily in Australia, the Americas and southern Africa. We sell our products globally with sales and marketing taking place through our principal hubs of The Hague and Singapore. The following table shows the revenue by location of our customers:

	Segment revenue by of customer	Segment revenue by of customer	location
	2009	2008	2007
Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Asia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Australia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . North America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . South America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Southern Africa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Rest of World . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BHP Billiton Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	US$M 10,806 9,873 9,280 7,138 4,621 4,020 1,652 1,374 1,447 50,211	US$M 14,349 11,670 10,111 6,885 5,841 4,771 2,640 2,003 1,203 59,473	US$M 12,485 9,292 8,045 5,337 4,334 3,205 1,966 1,748 1,061
			47,473

We operate nine Customer Sector Groups (CSGs) aligned with the commodities which we extract and market:

Customer Sector Group
Petroleum . . . . . . . . . . . . . . . . . . . . .
Aluminium . . . . . . . . . . . . . . . . . . . .
Base Metals . . . . . . . . . . . . . . . . . . . .
Diamonds and Specialty Products . .
Stainless Steel Materials . . . . . . . . . .
Iron Ore . . . . . . . . . . . . . . . . . . . . . . .
Manganese . . . . . . . . . . . . . . . . . . . .
Metallurgical Coal . . . . . . . . . . . . . .
Energy Coal . . . . . . . . . . . . . . . . . . .

Principal activities

Exploration, development and production of oil and gas
Mining of bauxite, refining of bauxite into alumina and smelting of
alumina into aluminium metal
Mining of copper, silver, lead, zinc, molybdenum, uranium and gold
Mining of diamonds and titanium minerals
Mining and production of nickel products
Mining of iron ore
Mining of manganese ore and production of manganese metal and alloys
Mining of metallurgical coal
Mining of thermal (energy) coal

The work of our nine CSGs is supported by our Exploration and Marketing teams and other Group-wide functions.

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A detailed discussion on our CSGs is located in section 2.2 of this Report. A detailed discussion of our Marketing and Minerals Exploration functions is located in sections 2.4 and 2.5 respectively of this Report.

3.2 Our strategy

Our objective as a corporation is to create long-term shareholder value through the discovery, development and conversion of natural resources, and the provision of innovative customer and market-focused solutions.

To achieve this we aim to own and operate a portfolio of upstream, large, long-life, low-cost, expandable, export-orientated assets across a diversified geographic and commodity base, and pursue growth opportunities consistent with our core skills by:

discovering resources through our Exploration activities
developing and converting them in our CSGs
developing customer and market-focused solutions through our Marketing arm
adding shareholder value beyond the capacity of these groups through the activities of the Group Functions.

In pursuing our objective, we are guided by our commitment to safety, simplicity and accountability.

Our overriding commitment is to safety: ensuring the safety of our people, respecting our environment and the communities in which we work. This commitment transcends everything we do and guides every aspect of our work.

Our commitment to simplicity and accountability allows us to focus on the most important drivers of value while empowering our people to operate within their authority and make a difference.

Our objective and commitments are pursued through the six strategic drivers of our strategy:

People —the foundation of our business is our people. We require people to find resources, develop those resources, operate the businesses that produce our products, and then deliver that product to our customers. Talented and motivated people are our most precious resource.
Licence to operate —we aim to ensure that the communities in which we operate value our citizenship. Licence to operate means win-win relationships and partnerships. This includes a central focus on health, safety, environment and the community, and making a positive difference to our host communities.
World-class assets —our world-class assets provide the cash flows that are required to build new projects, to contribute to the economies of the countries in which we operate, to meet our obligations to our employees, suppliers and partners, and ultimately to pay dividends to our shareholders. We maintain high-quality assets by managing them in the most effective and efficient way.
Financial strength and discipline —we have a solid ‘A’ credit rating, which balances financial flexibility with the cost of finance. Our capital management program has three priorities:
To reinvest in our extensive pipeline of world-class projects that carry attractive rates of return regardless of the economic climate.
To ensure a solid balance sheet.
To return excess capital to shareholders.
Project pipeline —we are focused on delivering an enhanced resource endowment to underpin future generations of growth. We have an abundance of tier one resources in stable countries that provide us with a unique set of options to deliver brownfield growth.

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Growth options —we use exploration, technology and our global footprint to look beyond our current pipeline to secure a foundation of growth for future generations. We pursue growth options in several ways—covering the range from extending existing operations to new projects in emerging regions, through exploration, technology and, on occasion, merger and acquisition activity.

3.3 Key measures

Our management and Board use a number of financial and operational measures to assess our performance.

Overall financial success

We use several financial measures to monitor the success of our overall strategy.

Profit attributable to members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Profit from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Underlying EBIT (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net operating cash flow (US$M) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gearing (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Basic earnings per share (US cents) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30 June 2009 5,877 12,160 18,214 18,863 12.1% 105.6	30 June 2008 15,390 24,145 24,282 17,817 17.8% 275.3	30 June 2007
			13,416 19,724 20,067 15,957 25.0% 229.5

(1) Underlying EBIT is profit from operations, excluding the effect of exceptional items. See section 3.6.1 for more information about this measure, including a reconciliation to profit from operations.
(2) See section 10 for glossary definitions.

The two key measures are profit attributable to members of the BHP Billiton Group and Underlying EBIT. Underlying EBIT is the internally defined key financial measure used by management for monitoring the performance of our operations. We explain the calculations and why we use this measure in section 3.6.1.

Our financial results demonstrate the success of our strategy in delivering a consistently strong performance throughout the cycle. Our portfolio of long-life, low-cost and diversified assets continued to yield strong margins and cash flows, despite the pressures of the current economic environment. Our low financial and operational leverage and a strong balance sheet enabled us to continue to invest in future growth.

The following are other measures that assist us to monitor our overall performance.

People and licence to operate

These foundational strategic drivers bring together health, safety, environment and community related measures. These measures are a subset of the HSEC Targets Scorecard, which can be found in our full Sustainability Report at www.bhpbilliton.com .

Our management and Board monitor a range of financial and operational performance indicators, reported on a monthly basis, to measure performance over time. We also monitor a comprehensive set of health, safety, environment and community contribution indicators.

People and licence to operate—Health, safety, environment and community Total Recordable Injury Frequency (TRIF) (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Community investment (US$M) (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 5.6 197.8	2008 5.9 141.0	2007
			7.4 103.4

(a) See section 10 for glossary definitions.

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Safety

We were deeply saddened and disappointed by the loss of seven colleagues due to work-related incidents during the year. Five of the fatalities were at our Western Australian iron ore business. In response, a number of initiatives aimed at improving safety performance have been introduced across the Group, in addition to a number of specific actions at BHP Billiton Iron Ore.

It is clear some of our sites have room to improve, however we are encouraged by the excellent performance delivered by many of our operations and the significant improvements shown by others.

We made an incremental improvement in Total Recordable Injury Frequency (which comprises fatalities, lost-time cases, restricted work cases and medical treatment cases per million hours worked) from 5.9 to 5.6 per million hours worked. This is almost half-way towards our target of a 50 per cent reduction on 2007 TRIF performance by 2012.

Health

We are progressing well with our health performance objectives. We had 215 new cases of occupational disease reported in FY2009, 51 fewer new cases compared with the FY2007 base year. The overall reduction in occupational disease since FY2007 is 27 per cent, which is on track to meet our target of a 30 per cent reduction in incidences in occupational disease among our employees by June 2012.

It is mandatory for BHP Billiton employees who may be potentially exposed to airborne substances or noise in excess of the BHP Billiton occupational exposure limits (OELs), to wear personal protective equipment. Compared with the FY2007 base year there was a 10 per cent reduction in the proportion of employees potentially exposed in excess of OELs in FY2009.

Environment

In FY2009, we experienced a six per cent decrease in our overall greenhouse gas emissions, mainly due to the closure of several operations.

We have five-year targets of a six per cent reduction in our greenhouse gas emissions intensity index and a 13 per cent reduction in our carbon-based energy intensity index, both by 30 June 2012. Our greenhouse intensity index is currently tracking at three per cent above our FY2006 base year. Our carbon-based energy intensity index is currently tracking at eight per cent above our FY2006 base year.

We own, manage or lease approximately six million hectares of land (excluding exploration and development projects). We have a five-year target of a 10 per cent improvement in our land rehabilitation index by 2012. This index is based on a ratio of land rehabilitated compared to our land footprint. In FY2009, the index decreased by three per cent due to the development of new operations in Australia and Chile.

We have a five-year target of a 10 per cent improvement in the ratio of water recycled to high quality water consumed by 30 June 2012. This is our water use index, which is currently tracking at eight per cent above our FY2007 base year.

We define a significant environmental incident as one with a severity rating of three or above based on our internal severity rating scale (tiered from one to five by increasing severity). There were no incidents meeting these criteria during FY2009.

Community

We continue to invest one per cent of our pre-tax profits in community programs, based on the average of the previous three years’ pre-tax profit publicly reported in each of those years. We established a new UK-based

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charitable company (BHP Billiton Sustainable Communities), registered with the UK Charities Commission, to help us manage our one per cent spend and enhance the programs that follow from this. During FY2009, our voluntary investment totalled US$197.8 million comprising cash, in-kind support and administrative costs and includes a US$60 million contribution to BHP Billiton Sustainable Communities.

Despite the global financial crisis, our direct expenditure on community programs during the year was similar to our expenditure in FY2008.

World-class assets

The quality and diversity of our tier one assets underpin the strength of our cash flows, leaving us well positioned to invest in growth and participate in opportunistic mergers and acquisitions, while continuing to deliver competitive returns to shareholders. FY2009 was characterised by changing market conditions, resulting in production adjustments to match decreased demand.

Actual production volumes for this year and the previous two years are shown below. Further details appear in section 2.3 of this Report.

World-class assets Production Total petroleum products (millions of barrels of oil equivalent) . . . . . . . . Alumina (’000 tonnes) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Aluminium (’000 tonnes) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Copper (’000 tonnes) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nickel (’000 tonnes) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Iron ore (’000 tonnes) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Metallurgical coal (’000 tonnes) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Energy coal (’000 tonnes) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30 June 2009 137.19 4,396 1,233 1,207.1 173.1 114,415 36,416 68,206	30 June 2008 129.50 4,554 1,298 1,375.5 167.9 112,260 35,193 80,868	30 June 2007
			116.19 4,460 1,340 1,250.1 187.2 99,424 38,429 87,025

Financial strength and discipline

Financial strength is measured by attributable profit and Underlying EBIT as overall measures, along with liquidity and capital management. Our solid ‘A’ credit rating and gearing and net debt are discussed in section 3.7.3 of this Report. The final dividend declared for FY2009 maintains our progressive dividend policy.

Project pipeline and growth options

Our project pipeline focuses on high-margin commodities that are expected to create significant future value. The details of our project pipeline are located in section 3.7.2 of this Report, with a summary presented below.

Project pipeline and growth options (major projects) Number of projects approved during the year . . . . . . . . . . . . . . . . . . . . . . Number of projects currently under development (approved in prior years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Number of completed projects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Budgeted capital expenditure for projects (approved in the year) (US$M) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Budgeted capital expenditure for projects under development (approved in prior years) (US$M) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capital expenditure of completed projects (US$M) . . . . . . . . . . . . . . . . .	30 June 2009 4 8 7 5,850 8,115 4,061	30 June 2008 7 6 10 5,175 6,265 7,549	30 June 2007
			3 12 1 2,355 10,426 1,100

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Included within the seven projects completed during FY2009 is the Alumar Refinery Expansion (alumina), which delivered first production on 9 July 2009. Subsequent to the financial year end, we announced the approval of the MAC 20 (energy coal) project at Hunter Valley Coal (Australia) operations.

3.4 External factors and trends affecting our results

The following section describes some of the external factors and trends that have had a material impact on our financial condition and results of operations. We operate our business in a dynamic and changing environment, and with information that is rarely complete and exact. We primarily manage the risks discussed in this section under our portfolio management approach, which relies on the effects of diversification, rather than individual price risk management programs. Details of our financial risk management strategies and financial instruments outstanding at 30 June 2009 may be found in note 30 ‘Financial risk management’ in the financial statements.

Management monitors particular trends arising in the external factors with a view to managing the potential impact of our future financial condition and results of operations. The following external factors could have a material adverse effect on our business and areas where we make decisions on the basis of information that is incomplete or uncertain.

3.4.1 Commodity prices

The first half of FY2009 was typified by steep falls in prices, essentially across all commodity markets in which BHP Billiton operates. Spot prices for our commodities fell between 50 to 90 per cent over this period as an aggressive de-stocking occurred in all regions. Lower prices led to supply-side cuts of five to 25 per cent year on year across the commodity suite.

While demand in developed markets remains constrained, a brighter outlook has emerged recently from some of the developing markets. China and India demand returned earlier than many expected, as those economies began to re-stock. In China in particular, re-stocking coupled with stimulus package spending, fuelled strong real demand in key commodity-intensive industries such as infrastructure, construction and real estate. In the second half of FY2009, prices of commodities in which we operate increased by up to 90 per cent from the December 2008 lows. Despite the second half price rally, commodity prices at year end FY2009 were generally 20 to 60 per cent lower than at the start of FY2009.

The following table shows prices of our most significant commodities for each of the years ended 30 June 2009, 2008 and 2007. These prices represent the average quoted price except where indicated otherwise.

Commodity Crude oil (WTI) (US$/bbl) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Aluminium (LME) (1) (3mth) (US$/t) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Alumina (5) (US$/t) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Copper (LME) (1) (cash) (US$/lb) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nickel (LME) (1) (US$/lb) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Iron ore (2)(3) (US$/dmtu) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Metallurgical coal (3)(4) (US$/t) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Manganese alloys (6) (US$/t) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Manganese ores (7) (US$/dmtu) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Energy coal (API4) (US$/t) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 70.49 1,920 255 2.23 6.03 0.97 129 1,842 9.34 94.49	2008 96.98 2,718 391 3.53 12.93 1.4466 300 2,142 11.20 94.60	2007
			63.00 2,699 307 3.21 17.15 0.8042 98 963 3.04 51.52

(1) See section 10 for glossary definitions.

(2) Newman fines price in Japan.

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(3) Price represents that set in April of the relevant fiscal year.
(4) Prime hard coking coal worldwide.
(5) CRU spot Australia.
(6) Ryan’s Notes FOB US warehouse.
(7) CRU China spot import 45% contained.

The following summarises the trends of our most significant commodities for FY2009.

Crude oil : The NYMEX WTI reached an all-time high of US$145/bbl in July 2008 and proceeded to steadily slide from then on to reach a low of US$33.87/bbl on 19 December 2008 as the progressively more negative global macroeconomic outlook and contracting demand led to some strengthening in the US dollar, all of which continuously tested OPEC’s ability to control prices. WTI has since risen to a peak of nearly US$73/bbl in early June as hopes of a pending recovery in the global economy, combined with a strong S&P 500 performance and OPEC production reductions, resulted in a sharp rally in benchmark prices despite sustained weakness in global oil demand.

Aluminium : Falling global demand for aluminium metal resulted in nearly 3.3 million tonnes entering LME warehouses in FY2009. Though the pace of LME stock deliveries slowed somewhat in the latter months of FY2009, exchange stocks stood at 4.4 million tonnes at the end of June 2009. This represented an all time high for LME aluminium stock levels. Standing at over 100 days, the stock to consumption ratio is, however, comparable to previous market downturns. The metal three-month price stood at US$3,135/tonne at the start of FY2009 but fell nearly 60 per cent to an annual low of US$1,288/tonne in late February 2009. Prices partially recovered, ending the year at US$1,651/tonne. The price recovery in the fourth quarter of FY2009 was largely due to the significant production cut backs initiated in the previous quarters. In June 2009, according to data from the International Aluminium Institute (IAI) and the National Bureau of Statistics (NBS) in China, annualised global smelter production had decreased by 4.2 million tonnes.

Alumina : At the start of FY2009, spot alumina prices were trading between US$420 and US$450/tonne FOB Australia. A steep drop off in demand following significant smelter closures ensured spot alumina prices fell steadily in the first half of FY2009. February was the low point for spot prices, with prompt available material changing hands for US$170/tonne FOB. Low prices encouraged several refineries in the Atlantic and in China to decrease production. According to the most recent industry data, global alumina production was down an annualised 9.1 million tonnes for FY2009. The removal of volume from the market helped push prices up by US$60/tonne to US$230/tonne FOB in June 2009.

Copper : Physical copper showed marked weakness throughout the first half of FY2009 with LME prices falling from an average US$3.81/lb in July 2008 to an average US$1.41/lb in December. LME stocks rose substantially from 122,000 tonnes to 340,000 tonnes during that time. Chinese consumer and strategic re-stocking, plus cathode for scrap substitution added to strong stimulus package-related demand in the second half of FY2009 and pushed prices up to an average US$2.27/lb in June. LME stocks had fallen back to 266,000 tonnes by year-end.

Nickel : Sluggish demand in the stainless steel industry caused LME nickel prices to continue the decline in the first half of FY2009. The average LME price in July 2008 was just over US$9.07/lb, with the December average below US$4.54/lb. LME stocks rose by 67 per cent over the first half, hitting a 14 year high above 110,000 tonnes in late May 2009 despite aggressive supply cut-backs from October 2008 onwards. Prices rallied in the last quarter of FY2009, reaching a high of US$7.26/lb at year-end. Restocking of both nickel and stainless steel in China, increased speculative activity, improving macro economic sentiment and US dollar weakness have primarily been responsible for this rally. A large number of nickel pig iron producers in China have re-entered the market as margins improved.

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Iron ore : Demand-driven tightness drove benchmark contract settlements to record levels in July 2008, with spot prices in excess of US$180/t CFR. By October 2008, spot prices were back below US$70/t CFR as production cuts by most major steel producers severely curtailed iron ore demand. Spot prices in the second half of FY2009 have oscillated between US$63/t and US$85/t, with the low-side under-pinned by higher marginal production and transport costs, and the upside capped by still languishing global steel demand. Towards the end of FY2009, early signs of steel re-stocking in developed markets were driving improved iron ore demand in those regions. Australian iron ore benchmark prices were settled in parts of Asia and Europe at a 33 per cent reduction for fines and a 44 per cent reduction for lump.

Metallurgical coal : Record high benchmark prices and even higher spot prices were observed early in FY2009. However, by the end of the first half of FY2009, the protracted deterioration in steel market demand saw many customers formally requesting cancellation of contract tonnages and a number of producers, including BHP Billiton, announcing production cutbacks. As a consequence of the reduced demand, spot prices fell markedly and only import demand from China provided the pricing support that enabled benchmark prices to be set at US$128-129/t for premium hard coking coal. Spot prices fell below this level on a FOB equivalent basis in the third quarter but have strengthened above this level at the financial year-end on increased demand in China and India, and with the first signs of re-stocking demand from the traditional seaborne market in Europe and Japan. Industry spot shipments towards the end of FY2009 were being settled at premiums of between five and 25 per cent above the Japanese benchmark.

Manganese alloys and ores : Manganese alloy prices declined across the whole financial year driven by customer de-stocking and low levels of steel production in all regions. Manganese ore spot prices (CIF China) increased sharply due to high demand until October 2008. Thereafter, manganese ore prices declined rapidly from November 2008 due to demand slowing down, resulting in oversupply. Prices and volumes for alloy started to pick up from a low base in late June 2009. Underlying manganese ore demand started to recover by early the third quarter of FY2009 and de-stocking accelerated before levelling out at the end of FY2009.

Energy coal : Record high prices of around US$190/t were observed in early July 2008 in the energy coal market, but these declined driven by low demand for coal in March and April 2009 due to milder weather in Europe, and general negative macroeconomic sentiment. Prices reached a low of around US$60/t before Chinese power generators took advantage of the low import prices relative to domestic prices and absorbed much of the oversupply. With Indian demand also increasing Pacific prices stabilised at US$60-75/t over May-June and sales have recently occurred at a US$10-15/t premium over Atlantic prices.

The following table indicates the estimated impact on FY2009 profit after taxation of changes in the prices of our most significant commodities. With the exception of price-linked costs, the sensitivities below assume that all other variables, such as exchange rate, costs, volumes and taxation, remain constant. There is an interrelationship between changes in commodity prices and changes in currencies that is not reflected in the sensitivities below. Volumes are based on FY2009 actual results and sales prices of our commodities under a mix of short-, medium- and long-term contracts. Movements in commodity prices can cause movements in exchange rates and vice versa. These sensitivities should therefore be used with care.

rates and vice versa. These sensitivities should therefore be used with care.
	US$M
Estimated impact on FY2009 profit after taxation of changes of:
US$1/bbl on oil price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	37
US¢1/lb on aluminium price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24
US¢1/lb on copper price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24
US¢1/lb on nickel price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
US$1/t on iron ore price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	74
US$1/t on metallurgical coal price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
US$1/mtu manganese ore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	82
US$1/t on manganese alloy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	0.3
US$1/t on energy coal price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

The impact of the commodity price movements in FY2009 is discussed in section 3.6 ‘Operating results’.

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3.4.2 Exchange rates

We are exposed to exchange rate transaction risk on foreign currency sales and purchases as we believe that active currency hedging does not provide long-term benefits to our shareholders. Because a majority of our sales are denominated in US dollars, and the US dollar plays a dominant role in our business, we borrow and hold surplus cash predominantly in US dollars to provide a natural hedge. Operating costs and costs of local equipment are influenced by the fluctuations in the Australian dollar, South African rand, Chilean peso and Brazilian real. Foreign exchange gains and losses reflected in operating costs owing to fluctuations in the abovementioned currencies relative to the US dollar may potentially offset one another. The Australian dollar, Chilean peso and Brazilian real weakened against the US dollar during FY2009, while the South African rand was relatively unchanged.

We are also exposed to exchange rate translation risk in relation to net monetary liabilities, being our foreign currency denominated monetary assets and liabilities, including debt and other long-term liabilities (other than closure and rehabilitation provisions at operating sites where foreign currency gains and losses are capitalised in property, plant and equipment).

Details of our exposure to foreign currency fluctuations are contained within note 30 ‘Financial risk management’ to the financial statements.

3.4.3 Interest rates

We are exposed to interest rate risk on our outstanding borrowings and investments. Our policy on interest rate exposure is for interest on our borrowings to be on a US dollar floating interest rate basis. Deviation from our policy requires the prior approval of our Financial Risk Management Committee, and is managed within our Cash Flow at Risk (CFaR) limit, which is described in note 30 ‘Financial risk management’ in the financial statements. When required under this strategy, we use interest rate swaps, including cross currency interest rate swaps, to convert a fixed rate exposure to a floating rate exposure. As at 30 June 2009, we had US$8.3 billion of fixed interest borrowings that had not been swapped to floating rates, arising principally from debt raised during the financial year that has not been converted back to floating rates and legacy positions that were in existence prior to the merger that created the DLC structure. Our strategy has not changed and we intend to swap the fixed interest rate debt raised during FY2009 to floating interest rates when conditions to do so are appropriate. Since 30 June 2009 we have commenced swapping the fixed rate debt raised during the year to floating rates.

3.4.4 Changes in product demand

Over the past financial year, the global economy has deteriorated rapidly as a result of a significant decline in consumer demand stemming from the financial crisis. This impacted all countries through lower levels of

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trade, compounded by falls in private investment. Although economic data over recent months indicates a stabilisation across many key indicators, in general, economic indicators remain weak by past standards and any assumption of a quick return to historical trend growth may be premature.

Government initiated economic stimulus packages have steadied the financial markets in the developed and developing economies. Bank funding costs dropped from their record highs in October 2008 to more normal levels by the end of June 2009. However, credit growth across developed economies remains weak as households and businesses attempt to take the risk out of their balance sheets. Unemployment is still rising in many economies, albeit at a slower rate.

As with all economic stimulus policies, the degree of support will be difficult to measure and there remains uncertainty about economic growth beyond the period of each specific program. In China, the response has been a sharp increase in investment that has accelerated a range of existing infrastructure and construction projects. This has provided strong support to short-term economic growth.

If the recent stabilisation in the key indicators persists, many economies will improve economic output over the short term to rebuild inventory. However, structural economic problems will take time to correct and may hold back growth over the medium term.

3.4.5 Operating costs and capital expenditure

The rate of cost increase experienced in prior periods has moderated in the second half of FY2009. However, despite changing market conditions and the dramatic economic downturn, prices remain high for some of our key input products. As input costs fall, the benefit is lagged due to the length of some supplier contracts. Achieving cost efficiencies continues to be critical in our business, and we continue to do so through various cost containment projects, knowledge-sharing across operations and strong supplier relationships.

Our commitment to long-term growth and shareholder value remains unchanged, and we continued to invest strongly in capital expenditure and growth projects. Details of our growth projects can be found in section 3.7.2.

3.4.6 Exploration and development of resources

Because most of our revenues and profits are related to our oil and gas and minerals operations, our results and financial condition are directly related to the success of our exploration efforts and our ability to replace existing reserves. However, there are no guarantees that our exploration program will be successful. When we identify an economic deposit, there are often significant challenges and hurdles entailed in its development, such as negotiating rights to extract ore with governments and landowners, design and construction of required infrastructure, utilisation of new technologies in processing and building customer support.

3.4.7 Health, safety, environment and community

As the world’s largest diversified natural resources company, our operations touch every corner of the globe. We embrace our responsibility to work towards making a contribution to the long-term sustainability of the communities in which we operate. We remain committed to ensuring the safety of our people and respecting the environment and the communities where we work.

We are subject to extensive regulation surrounding health and safety of our people and the environment. We make every effort to comply with the regulations and, where less stringent than our standards, exceed applicable legal and other requirements. However, regulatory standards and community expectations are constantly evolving, and as a result, we may be exposed to increased litigation, compliance costs and unforeseen environmental remediation expenses, despite our best efforts to work with governments, community groups and scientists to keep pace with regulations, law and public expectation.

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3.4.8 Insurance

During FY2009 we maintained an insurance program with policies encompassing property damage, business interruption, public and certain other liabilities and directors and officers’ exposures. The program includes a combination of self-insurance via subsidiary captive insurance companies, industry mutuals and external market re-insurance. Mandates are established as to risk retention levels, policy cover and re-insurance counterparties. These are reviewed annually.

During FY2009, as part of our portfolio risk management policy, we conducted an assessment of loss experience, claims received and insurance premiums paid. Effective from 1 July 2009, we have moved to a largely self-insurance based risk retention strategy for property damage and business interruption losses. Any losses incurred will consequently impact the financial statements as they arise.

We internally insure our operations (for wholly-owned assets and for our share of joint venture assets) for property damage and business interruption via our captive insurance companies.

3.5 Application of critical accounting policies

The preparation of our consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements and the reported revenue and costs during the periods presented therein. On an ongoing basis, management evaluates its estimates and judgements in relation to assets, liabilities, contingent liabilities, revenue and costs. Management bases its estimates and judgements on historical experience and on various other factors it believes to be reasonable under the circumstances, the results of which form the basis of making judgements about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions.

We have identified the following critical accounting policies under which significant judgements, estimates and assumptions are made and where actual results may differ from these estimates under different assumptions and conditions and may materially affect financial results or the financial position reported in future periods:

reserve estimates
exploration and evaluation expenditure
development expenditure
property, plant and equipment—recoverable amount
defined benefit pension schemes
provision for closure and rehabilitation
taxation.

In accordance with IFRS, we are required to include information regarding the nature of the judgements and estimates and potential impacts on our financial results or financial position in the financial statements. This information can be found in note 1 ‘Accounting policies’ in the financial statements.

3.6 Operating results

3.6.1 Consolidated results

Year ended 30 June 2009 compared with year ended 30 June 2008

Our 2009 financial year results demonstrate the success of our strategy in delivering a consistently strong performance throughout the cycle. Our portfolio of long-life, low-cost and diversified assets continued to yield strong margins and cash flows, despite the pressures of the current economic environment. Our low financial and operational leverage and a strong balance sheet enabled us to continue to invest in future growth.

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The past year encompassed both record commodity prices in many products and a collapse in demand, exacerbated by dramatic movements in inventory levels. While the impact of weaker commodity prices and collapsing demand presented a major challenge to many companies, our Underlying EBIT margin and return on capital remained very healthy at 40.1 per cent and 24.6 per cent respectively.

While Underlying EBIT decreased by 25.0 per cent to US$18,214 million, we generated record net operating cash flows (up six per cent to US$18,863 million). The outstanding cash flow result has allowed us to reduce our net debt to US$5,586 million and continue to invest strongly in our capital and exploration programs (US$10,735 million).

The Group’s financial strength has been a clear competitive advantage during the severe economic downturn. It leaves us well positioned to invest in growth and participate in opportunistic mergers and acquisitions. The Western Australia Iron Ore production joint venture with Rio Tinto is an example of our focused pursuit of capacity growth in tier one assets. More importantly for our shareholders, our balance sheet strength has allowed us to maintain our progressive dividend policy, increasing our full year dividend by 17.1 per cent to 82 US cents per share.

Nevertheless, we were not insulated from the swift and dramatic economic downturn and took decisive actions in response to changing market conditions. This included the decision not to proceed with the Rio Tinto takeover offers, production adjustments to match decreased demand, the suspension and sale of cash negative operations and deferral of lower priority capital expenditures.

Our profit attributable to members of BHP Billiton of US$5.9 billion represents a decrease of 61.8 per cent from the corresponding period. Attributable profit excluding exceptional items of US$10.7 billion represents a decrease of 30.2 per cent from the corresponding period.

Revenue was US$50.2 billion, a decrease of 15.6 per cent from US$59.5 billion in the corresponding period.

On 12 August 2009, the Board declared a final dividend of 41 US cents per share, thus bringing the total dividends declared for FY2009 to 82 US cents per share.

Year ended 30 June 2008 compared with year ended 30 June 2007

Our profit attributable to members of BHP Billiton of US$15.4 billion represented an increase of 14.7 per cent over FY2007. Attributable profit excluding exceptional items of US$15.4 billion represented an increase of 12.4 per cent over FY2007. It was our seventh consecutive record annual result, with record Underlying EBIT generated by the Petroleum, Base Metals, Iron Ore, Manganese and Energy Coal CSGs.

Revenue was US$59.5 billion, up 25.3 per cent from US$47.5 billion in FY2007.

On 18 August 2008, the Board declared a final dividend of 41 US cents per share, thus bringing the total dividends declared for FY2008 to 70 US cents per share. During the year, 96,904,086 shares, or 1.7 per cent of the issued share capital of the Group, were repurchased. Capital management initiatives are discussed in section 3.7.6 of this Report.

Underlying EBIT

In discussing the operating results of our business, we focus on a non-GAAP (IFRS or US) financial measure we refer to as ‘Underlying EBIT’. Underlying EBIT is the key measure that management uses internally to assess the performance of our business, make decisions on the allocation of resources and assess operational management. Management uses this measure because financing structures and tax regimes differ across our

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assets, and substantial components of our tax and interest charges are levied at a Group, rather than an operational, level. Underlying EBIT is calculated as earnings before interest and taxation (EBIT), which is referred to as ‘profit from operations’ in the income statement, excluding the effects of exceptional items.

We exclude exceptional items from Underlying EBIT in order to enhance the comparability of the measure from period to period and provide clarity into the underlying performance of our operations. Our management monitors exceptional items separately.

Underlying EBIT is not a measure that is recognised under IFRS and it may differ from similarly titled measures reported by other companies.

The following table reconciles Underlying EBIT to profit from operations for the years ended 30 June 2009, 2008 and 2007.

Year ended 30 June Underlying EBIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exceptional items (before taxation) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Profit from operations (EBIT) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 US$M 18,214 (6,054) 12,160	2008 US$M 24,282 (137) 24,145	2007 US$M 20,067 (343) 19,724

The following tables and commentary describe the approximate impact of the principal factors that affected Underlying EBIT for FY2009 and FY2008.

Year ended 30 June 2008. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Change in volumes: Increase in volumes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Decrease in volumes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net price impact: Change in sales prices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Price-linked costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Change in costs: Costs (rate and usage) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exchange rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inflation on costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Asset sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ceased and sold operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . New and acquired operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exploration and business development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Year ended 30 June 2009. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	US$M 158 (2,523) (3,994) 12 (2,528) 2,456 (601)	US$M 24,282 (2,365) (3,982) (673) (81) 15 (158) (104) 1,280 18,214

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Year ended 30 June 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Change in volumes: Increase in volumes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Decrease in volumes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . New operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net price impact: Change in sales prices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Price-linked costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Change in costs: Costs (rate and usage) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exchange rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inflation on costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Asset sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ceased and sold operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exploration and business development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Year ended 30 June 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	US$M 805 (596) 1,619 6,693 (134) (1,183) (1,133) (532)	US$M 20,067 1,828 6,559 (2,848) 28 (154) (404) (794) 24,282

Year ended 30 June 2009 compared with year ended 30 June 2008

Profit from operations (EBIT) for FY2009 was US$12.2 billion, compared with US$24.1 billion in the corresponding period, a decrease of 49.6 per cent. Underlying EBIT for FY2009 was US$18.2 billion, compared with US$24.3 billion, a decrease of 25.0 per cent.

Volumes

Lower sales volumes, predominantly in Base Metals and Manganese, reduced Underlying EBIT by US$2,523 million. Copper sales volumes were impacted by lower ore grade and reduced output from milling operations at Escondida (Chile). Manganese sales volumes decreased significantly due to weaker demand.

This was partially offset by stronger volumes, predominantly in Iron Ore, which increased Underlying EBIT by US$158 million.

Prices

Underlying EBIT decreased by US$3,994 million (excluding the impact of newly commissioned projects) due to changes in commodity prices. Lower average realised prices for commodities such as crude oil, copper, nickel, aluminium, alumina and diamonds reduced Underlying EBIT by US$10,193 million. Despite the prices rallying in the second half of the financial year, spot commodity prices as at 30 June 2009 were generally 20 to 60 per cent lower than at the start of the financial year. This was partially offset by higher average realised prices for metallurgical coal, iron ore, manganese and thermal coal, which increased Underlying EBIT by US$6,199 million. Price-linked costs were largely in line with the corresponding period. Decreased charges for third party nickel ore and more favourable rates for copper treatment and refining charges (TCRCs) were offset by higher royalty costs.

Additional detail on the effect of price changes appears in section 3.4.1.

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Costs

Costs increased by US$2,528 million compared with the corresponding period. This included the impact of higher non-cash costs of US$153 million. Approximately US$601 million of the increase was due to higher costs for fuel and energy, and raw materials such as coke, sulphuric acid, pitch and explosives. In addition, labour and contractor costs have increased by US$578 million. Costs associated with the FY2008 severe weather interruptions in Queensland and the furnace rebuild at the Kalgoorlie Nickel Smelter (Australia), had an adverse impact of US$561 million.

The bulk of the cost increases took place in the first half of the financial year. Discretionary costs previously incurred to maximise production to realise high prices in the first half of the financial year were successfully reduced. We have also successfully negotiated lower contract prices for some of our key supply contracts.

While we continue to focus on cost containment, the benefits of falling input prices will have a lagged effect on reducing costs.

Exchange rates

Despite the recent strength in the Australian dollar and South African rand versus the US dollar, exchange rate movements positively impacted Underlying EBIT by US$2,456 million. The Australian operations’ Underlying EBIT increased by US$2,085 million due to a generally weaker Australian dollar. The depreciation of the South African rand also positively impacted Underlying EBIT by US$225 million.

Average and closing exchange rates for FY2009 and FY2008 are detailed in note 1 to the financial statements.

Inflation on costs

Inflationary pressures on input costs across all our businesses had an unfavourable impact on Underlying EBIT of US$601 million. The inflationary pressures were most evident in Australia, South Africa and South America.

Asset sales

The sale of assets reduced Underlying EBIT by US$81 million. This was mainly due to the sale of the Elouera mine (Illawarra Coal, Australia) and other Queensland Coal mining leases in the corresponding period. However, this was in part offset by the profit on sale of petroleum leases located offshore of Western Australia.

Ceased and sold operations

The favourable impact of US$15 million was mainly due to higher insurance recoveries for closed operations.

New and acquired operations

New and acquired operations represents the effect on Underlying EBIT of acquisitions and new greenfield operations during the period between acquisition or commissioning and the end of the fiscal year at which a full year of comparative financial information is available. Atlantis (US) and Stybarrow (Australia) operations, which were commissioned in FY2008, contributed to a negative variance of US$258 million. This was due to lower

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realised prices, partially offset by higher sales volumes. The Shenzi and Neptune (both US) operations, which were commissioned during FY2009 generated US$100 million Underlying EBIT during the 2009 financial year.

Exploration and business development

Exploration expense for the year was US$1,074 million, an increase of US$168 million. The main expenditure for Petroleum was on targets in the Gulf of Mexico (US), Malaysia and Australia. We are also progressing with minerals exploration activities in Western Australia Iron Ore and potash in Saskatchewan, Canada. During the financial year, we incurred US$94 million of exploration expense for potash.

Expenditure on business development was US$64 million lower than last year. This was mainly due to lower spending on the pre-feasibility study for the Olympic Dam expansion project and business development activities for diamonds projects. The draft Environmental Impact Statement (EIS) for the Olympic Dam expansion has been submitted to the federal, South Australian and Northern Territory governments for review. Project activities have been modified to that necessary to support the approvals process and the study of a number of mining and processing technology options.

Other

Other items increased Underlying EBIT by US$1,280 million, US$887 million of which was due to the contribution of third party product sales and the reversal of unrealised losses on derivative contracts.

Year ended 30 June 2008 compared with year ended 30 June 2007

Profit from operations (EBIT) for FY2008 was US$24.1 billion, compared with US$19.7 billion in FY2007, an increase of 22.4 per cent. Underlying EBIT for FY2008 was US$24.3 billion, compared with US$20.1 billion in FY2007, an increase of 21.0 per cent.

Base Metals, Iron Ore, Manganese and Energy Coal had record Underlying EBIT at a time when prices were high, reflecting strong demand. In Petroleum, newly commissioned projects in fiscally stable regimes, 93.8 per cent operational up time and record high prices led to record Underlying EBIT. The following commentary details the approximate impact of the principal factors that affected EBIT and Underlying EBIT for FY2008 when compared with FY2007.

Volumes

Strong volume growth reflected our commitment to deliver more product, more quickly to our customers. During FY2008, we delivered strong growth in sales volumes, allowing us to take advantage of the continued strong customer demand.

Newly commissioned petroleum projects and the continued ramp-up of the Spence (Chile) and Pinto Valley (US) copper projects contributed US$1,619 million to Underlying EBIT.

Higher sales volumes of copper, iron ore, manganese ore, energy coal, diamonds, alumina and aluminium increased Underlying EBIT by US$805 million. This was partially offset by lower nickel and metallurgical coal volumes, as well as oil and gas volumes from existing operations.

Prices

Net changes in price increased Underlying EBIT by US$6,693 million (excluding the impact of newly commissioned projects). This was due to higher iron ore, oil, manganese, energy coal and base metals prices.

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Higher price-linked costs reduced Underlying EBIT by US$134 million primarily due to higher royalties and LME-linked costs in the aluminium business. This was offset by decreased charges for third party nickel ore and more favourable rates for copper treatment and refining charges (TCRCs).

Costs

Strong global demand for resources continued to provide cost challenges for the whole industry. This was mainly due to shortages of skilled labour and rising prices for other inputs such as diesel, coke and explosives. However, our world-class orebodies, strong supplier relationships, systems and capabilities of our people provided some relief against cost increases. In this environment, costs for the Group increased by US$1,183 million.

Approximately US$575 million of this increase in costs was due to higher fuel, energy and raw materials costs. Severe weather interruptions in Queensland also had an adverse cost impact. Other areas of cost increase included labour and contractor charges and shipping and freight costs. Our continued focus on the Business Excellence improvement program delivered US$225 million of cost reductions.

Exchange rates

Exchange rate movements had a negative impact on Underlying EBIT of US$1,133 million. All Australian operations were adversely impacted by the stronger Australian dollar, which reduced Underlying EBIT by US$986 million. The appreciation of South American currencies against the US dollar also adversely impacted Underlying EBIT by US$158 million.

Average and closing exchange rates for FY2008 and FY2007 are detailed in note 1 to the financial statements.

Inflation on costs

Inflationary pressures on input costs across all our businesses had an unfavourable impact on Underlying EBIT of US$532 million. These pressures were most evident in Australia and South Africa.

Asset sales

The sale of assets increased Underlying EBIT by US$28 million. This was mainly due to the sale of the Elouera mine (Illawarra Coal, Australia) and other Queensland Coal (Australia) mining leases. Asset sales in the corresponding period included the sale of one million tonnes of annual capacity at the Richards Bay Coal Terminal (South Africa), Moranbah Coal Bed Methane assets (Australia), the Koornfontein energy coal mine (South Africa) and the interest in Eyesizwe coal mine in South Africa.

Ceased and sold operations

The unfavourable impact of US$154 million was mainly due to lower insurance recoveries and movements in the closure and rehabilitation provisions for closed operations in FY2007.

Exploration and business development

We continued to focus on finding new long-term growth options for our business. Exploration expense was US$906 million during FY2008, an increase of US$284 million. We increased activity on nickel targets in Western Australia, Guatemala, Indonesia and the Philippines, on diamond targets in Angola and iron ore targets in Western Australia. The main expenditure for the Petroleum CSG was on targets in the Gulf of Mexico, Colombia and Australia.

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Expenditure on business development was US$119 million higher than FY2007, mainly due to the pre-feasibility study on the Olympic Dam expansion along with earlier stage activities in Base Metals and Iron Ore.

Other

Other items decreased Underlying EBIT by US$794 million. The startup of operations at Ravensthorpe and the Yabulu Expansion Project (both Australia) adversely impacted earnings by US$313 million and contribution from third party trading was US$458 million lower compared with FY2007.

Net finance costs

Year ended 30 June 2009 compared with year ended 30 June 2008

Net finance costs decreased to US$543 million, from US$662 million in the corresponding period. This was driven predominantly by lower interest rates and foreign exchange impacts, partly offset by lower capitalised interest.

Year ended 30 June 2008 compared with year ended 30 June 2007

Net finance costs increased to US$662 million, from US$512 million in FY2007. This was driven predominately by lower capitalised interest and foreign exchange impacts.

Taxation expense

Year ended 30 June 2009 compared with year ended 30 June 2008

The taxation expense including tax on exceptional items was US$5,279 million. This represents an effective rate of 45.4 per cent on profit before tax, including exceptional items, of US$11,617 million. Excluding the impacts of exceptional items the taxation expense was US$6,488 million.

Exchange rate movements increased the taxation expense by US$444 million. The weaker Australian dollar against the US dollar has significantly reduced the Australian deferred tax assets for future tax depreciation since 30 June 2008. This was partly offset by the devaluation of local currency tax liabilities due to the stronger US dollar. Royalty-related taxation represents an effective rate of 4.3 per cent for the current period.

Excluding the impacts of royalty-related taxation, the impact of exchange rate movements included in taxation expense and tax on exceptional items, the underlying effective rate was 31.4 per cent.

Year ended 30 June 2008 compared with year ended 30 June 2007

The total taxation expense on profit before tax was US$7,521 million, representing an effective tax rate of 32.0 per cent (calculated as total taxation expense divided by profit before taxation).

Excluding the impacts of royalty-related taxation, non-tax-effected foreign currency adjustments, translation of tax balances and other functional currency translation adjustments and exceptional items, the underlying effective tax rate was 30.4 per cent, compared with the UK and Australian statutory tax rate (28 and 30 per cent respectively). Royalty-related taxation represents an effective rate of 3.1 per cent for FY2008.

Exceptional items

Year ended 30 June 2009

On 21 January 2009, we announced the suspension of operations at the Ravensthorpe nickel operations (Australia) and as a consequence stopped the processing of the mixed nickel cobalt hydroxide product at Yabulu

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(Australia). As a result, charges relating to impairment, increased provisions for contract cancellation, redundancy and other closure costs of US$3,615 million (US$1,076 million tax benefit) were recognised. This exceptional item does not include the loss from operations of Ravensthorpe nickel operations of US$173 million.

On 3 July 2009, we announced the sale of the Yabulu nickel operations. As a result, impairment charges of US$510 million (US$ nil tax benefit) were recognised in addition to those recognised on suspension of the Ravensthorpe nickel operations. As a result of the sale, deferred tax assets of US$175 million are no longer expected to be realised by the Group and were recognised as a charge to income tax expense. The remaining assets and liabilities of the Yabulu operations have been classified as held for sale as at 30 June 2009.

As part of our regular review of the long-term viability of operations, a total charge of US$665 million (US$23 million tax expense) was recognised primarily in relation to the decisions to cease development of the Maruwai Haju trial mine (Indonesia), sell the Suriname operations, suspend copper sulphide mining operations at Pinto Valley (US) and cease the pre-feasibility study at Corridor Sands (Mozambique). The remaining assets and liabilities of the Suriname operations have been classified as held for sale as at 30 June 2009.

A further charge of US$306 million (US$86 million tax benefit) was recognised primarily in relation to the deferral of expansions at the Nickel West operations (Australia), deferral of the Guinea Alumina project (Guinea) and the restructuring of the Bayside Aluminium Casthouse operations (South Africa).

We recognised a charge of US$508 million (US$152 million tax benefit) for additional rehabilitation obligations in respect of former operations at the Newcastle steelworks (Australia). The increase in obligations relate to changes in the estimated volume of sediment in the Hunter River requiring remediation and treatment, and increases in estimated treatment costs.

Our offers for Rio Tinto lapsed on 27 November 2008 following the Board’s decision that it believed that completion of the offers was no longer in the best interests of BHP Billiton shareholders. We incurred fees associated with the US$55 billion debt facility (US$156 million cost, US$31 million tax benefit), investment bankers’, lawyers’ and accountants’ fees, printing expenses and other charges (US$294 million cost, US$62 million tax benefit) up to the lapsing of the offers, which have been expensed in the year ended 30 June 2009.

Refer to note 3 ‘Exceptional items’ in the financial statements for more information.

Year ended 30 June 2009 Exceptional items by category Suspension of Ravensthorpe nickel operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Announced sale of Yabulu refinery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Withdrawal or sale of other operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferral of projects and restructuring of operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Newcastle steelworks rehabilitation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Lapsed offers for Rio Tinto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exceptional items by segment Aluminium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Base Metals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diamonds and Specialty Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stainless Steel Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Metallurgical Coal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Group and unallocated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Gross US$M (3,615) (510) (665) (306) (508) (450) (6,054)	Tax US$M 1,076 (175) (23) 86 152 93 1,209	Net US$M (2,539) (685) (688) (220) (356) (357) (4,845) (299) (309) (70) (3,368) (86) (713) (4,845)
	(313) (295) (70) (4,332) (86) (958) (6,054)	14 (14) — 964 — 245 1,209

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Year ended 30 June 2008

Tax losses incurred by WMC Resources Ltd (WMC), acquired by BHP Billiton in June 2005, were not recognised as a deferred tax asset at acquisition pending a ruling application to the Australian Taxation Office. A ruling was issued during FY2008 confirming the availability of those losses. This resulted in the recognition of a deferred tax asset (US$197 million) and a consequential adjustment to deferred tax liabilities (US$38 million) through income tax expense at current Australian dollar/US dollar exchange rates. As a further consequence, the Group recognised an expense of US$137 million for a corresponding reduction in goodwill measured at the Australian dollar/US dollar exchange rate at the date of acquisition.

Year ended 30 June 2007

Impairment of South African coal operations —As part of our regular review of asset carrying values, a charge of US$176 million (before a taxation benefit of US$34 million) was recorded in relation to coal operations in South Africa.

Newcastle Steelworks rehabilitation —We recognised a charge of US$167 million (before a taxation benefit of US$50 million) for additional rehabilitation obligations in respect of former operations at the Newcastle steelworks (Australia). The increase in obligations related to increases in the volume of sediment in the Hunter River requiring remediation and treatment and increases in treatment costs.

3.6.2 Customer Sector Group summary

The following table provides a summary of the Customer Sector Group revenues and results for FY2009 and the two prior corresponding periods.

Revenues:[(1)]

Year ended 30 June Petroleum (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Aluminium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Base Metals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diamonds and Specialty Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stainless Steel Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Iron Ore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Manganese . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Metallurgical Coal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Energy Coal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Group and unallocated items (2)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BHP Billiton Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 US$M 7,211 4,151 7,105 896 2,355 10,048 2,536 8,087 6,524 1,298 50,211	2008 US$M 8,382 5,746 14,774 969 5,088 9,455 2,912 3,941 6,560 1,646 59,473	2007
			US$M 5,141 5,879 12,635 893 6,901 5,524 1,244 3,769 4,576 911
			47,473

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Results:[(1)]

Results: (1)
Year ended 30 June			2009					2008					2007
	Profit from operations (EBIT)		Adjustments in arriving at Underlying EBIT	Underlying EBIT		Profit from operations (EBIT)		Adjustments in arriving at Underlying EBIT	Underlying EBIT		Profit from operations (EBIT)		Adjustments in arriving at Underlying EBIT	Underlying EBIT
Petroleum (2) . . . . . . . . Aluminium . . . . . . . . . Base Metals . . . . . . . . Diamonds and Specialty Products . . . . . . . . . Stainless Steel Materials . . . . . . . . . Iron Ore . . . . . . . . . . . Manganese . . . . . . . . . Metallurgical Coal . . . Energy Coal . . . . . . . . Group and unallocated items (2)(3) . . . . . . . . BHP Billiton Group. . . . . . . . . . .		US$M 4,085 (121) 997 75 (5,186) 6,229 1,349 4,625 1,460 (1,353) 12,160	US$M — 313 295 70 4,332 — — 86 — 958 6,054		US$M 4,085 192 1,292 145 (854) 6,229 1,349 4,711 1,460 (395) 18,214		US$M 5,485 1,465 7,890 189 1,237 4,631 1,644 937 1,057 (390) 24,145	US$M — — 99 — 38 — — — — — 137		US$M 5,485 1,465 7,989 189 1,275 4,631 1,644 937 1,057 (390) 24,282		US$M 3,010 1,856 6,875 197 3,675 2,728 253 1,247 305 (422) 19,724	US$M — — — — — — — — 176 167 343		US$M 3,010 1,856 6,875 197 3,675 2,728 253 1,247 481 (255) 20,067

(1) Includes the sale of third party product.

(2) Revenue that is not reported in business segments principally includes sales of freight and fuel to third parties. Sales of fuel were previously reported as part of Petroleum. This change better reflects management responsibilities for these activities. Comparatives have been restated for all periods presented. The change in presentation results in revenues of US$994 million for the year ended 30 June 2009 (2008: US$1,165 million; 2007: US$744 million), being reported in Group and unallocated rather than Petroleum. The impact on profit from operations for Petroleum was immaterial.

(3) Includes consolidation adjustments, unallocated items and external sales for the Group’s freight, transport and logistics operations and certain closed operations.

The changes in revenue, profit from operations (EBIT) and Underlying EBIT are discussed below. The changes in the non-GAAP measure of Underlying EBIT also apply to the GAAP measure except where noted.

Petroleum

Year ended 30 June 2009 compared with year ended 30 June 2008

Revenue was US$7,211 million for FY2009, a decrease of US$1,171 million, or 14 per cent from the corresponding period. This was mainly due to lower average realised prices for petroleum products.

Total production for FY2009 was 137.2 million barrels of oil equivalent (boe) compared with total production in the corresponding period of 129.5 million boe. Strong annual production growth was due to delivery of new projects and ongoing focus on driving base performance. First production was achieved for five projects—Neptune, Shenzi and Atlantis North (all US), North West Shelf Train 5 and Angel (both Australia). This strong growth was achieved despite the impact of hurricanes and natural field declines.

Both EBIT and Underlying EBIT were US$4,085 million, a decrease of US$1,400 million, or 25.5 per cent over the corresponding period. There were no exceptional items in the current or prior period. The decrease was due mainly to lower average realised prices for petroleum products, with lower average realised oil prices per barrel of US$66.18 (compared with US$96.27), lower average realised natural gas prices of US$3.68 per thousand standard cubic feet (compared with US$3.87) partially offset by higher average realised prices for liquefied natural gas of US$12.07 per thousand standard cubic feet (compared with US$8.95) and increased production.

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Gross expenditure on exploration was US$548 million, US$144 million lower than last year. Exploration expenditure charged to profit was US$400 million. We have continued to replenish our exploration inventory and acquired exploration rights to seven deepwater blocks offshore Western India and were awarded an additional 28 leases in the Gulf of Mexico lease sale process. Evaluation work has commenced, or continues, on the significant acreage position we have acquired over recent years.

In addition, for the third consecutive year we achieved greater than 100 per cent reserve replacement.

Year ended 30 June 2008 compared with year ended 30 June 2007

Revenue was US$8,382 million for FY2008, an increase of US$3,241 million, or 63.0, per cent over FY2007. This was mainly due to higher average realised prices for petroleum products.

Total production for FY2008 was 129.5 million barrels of oil equivalent (boe) compared with total production in FY2007 of 116.2 million boe. Strong growth in production was achieved due to the newly commissioned Stybarrow (Australia), Genghis Khan and Atlantis (both US), excellent operated performance and record natural gas volumes. Ramp-up of these projects and future growth options continued to increase the weighting of high margin liquids in our portfolio mix.

Both EBIT and Underlying EBIT were US$5,485 million, an increase of US$2,475 million, or 82.2, per cent over FY2007. There were no exceptional items in FY2008 or FY2007. The increase was due mainly to higher average realised prices for petroleum products, with higher average realised oil prices per barrel of US$96.27 (compared with US$63.87), higher average realised natural gas prices of US$3.87 per thousand standard cubic feet (compared with US$3.19) and higher average realised prices for liquefied natural gas of US$8.95 per thousand standard cubic feet (compared with US$6.97).

Gross expenditure on exploration was US$692 million, US$297 million higher than FY2007. Exploration expenditure charged to profit was US$359 million, including US$47 million of previously capitalised expenditure. During FY2008, we successfully captured significant acreage in the Gulf of Mexico lease sale process, made the large Thebe gas discovery (offshore Australia) and continued to build a solid portfolio of opportunities with seismic data acquired in Colombia, Malaysia, Falklands, Australia and the deepwater Gulf of Mexico.

Aluminium

Year ended 30 June 2009 compared with year ended 30 June 2008

Revenue was US$4,151 million for FY2009, a decrease of US$1,595 million, or 27.8 per cent, from the corresponding period.

Total alumina production of 4,396,000 tonnes in FY2009 decreased from 4,554,000 tonnes in FY2008 mainly due to lower production at Worsley as a result of gas curtailments impacting calcination. Aluminium smelter production decreased from 1,298,000 tonnes in FY2008 to 1,233,000 tonnes in FY2009 mainly due to the closure of potlines B and C at Bayside.

EBIT was a loss of US$121 million, a decrease of US$1,586 million, or 108.3 per cent, from the corresponding period. Exceptional items totalled US$313 million and comprise charges related to the decision to sell the Suriname operations, the restructuring of the Bayside Aluminium casthouse operations (South Africa) and deferral of the Guinea Alumina project (Guinea).

Underlying EBIT was US$192 million, a decrease of US$1,273 million or 86.9 per cent from the corresponding period. Lower LME prices and premiums for aluminium had an unfavourable impact of US$1,293

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million. This was partially offset by a US$131 million positive impact of price-linked costs. The average LME aluminium price decreased to US$1,862 per tonne compared with last year’s price of US$2,668 per tonne. The average realised alumina prices were US$281 per tonne.

Higher operating costs also had an adverse impact. This was due to higher charges for raw materials, mainly as a result of increased coke and caustic prices and higher energy costs. EBIT was also adversely impacted by the closure of the B and C potlines at Bayside in FY2008. However, the benefit of a stronger US dollar and a strong focus on business improvement initiatives reduced the full impact of cost increases.

Favourable embedded derivatives revaluation increased Underlying EBIT by US$170 million. This relates primarily to electricity contracts where the price is linked to the LME aluminium price.

Year ended 30 June 2008 compared with year ended 30 June 2007

Revenue was US$5,746 million for FY2008, a decrease of US$133 million, or 2.3 per cent, from FY2007.

Full year production records were achieved at Worsley (Australia), Paranam (Suriname) and Alumar (Brazil) increasing total alumina production to 4,554,000 tonnes in FY2008, from 4,460,000 tonnes in FY2007. However, southern African smelters operated at reduced levels to comply with the mandatory reduction in power consumption, reducing aluminium smelter production from 1,340,000 tonnes in FY2007 to 1,298,000 tonnes in FY2008.

Both EBIT and Underlying EBIT were US$1,465 million, a decrease of US$391 million, or 21 per cent, from FY2007. Unfavourable exchange rate movements as a result of a weaker US dollar and foreign exchange gains in the prior period associated with the Alumar (Brazil) refinery expansion had a negative impact on Underlying EBIT. The average LME aluminium price of US$2,668 per tonne was in line with FY2007’s price of US$2,692 per tonne.

Underlying EBIT was adversely impacted by inflationary pressures and industry-wide cost escalation for energy and fuel, coke, pitch and caustic soda. The closure of Potlines B and C at Bayside also reduced Underlying EBIT. However, an intensive focus on cost containment through various Business Excellence initiatives mitigated the full impact of cost increases.

Base Metals

Year ended 30 June 2009 compared with year ended 30 June 2008

Revenue was US$7,105 million for FY2009, a decrease of US$7,669 million, or 51.9 per cent, from the corresponding period. This revenue decrease was mainly attributable to lower LME prices for copper, zinc, lead and silver, and lower sales volumes.

Payable copper production decreased by 12.2 per cent to 1.207 million tonnes compared with 1.375 million tonnes in the corresponding period. Zinc production was 163.2 kilo tonnes, an increase of 12.9 per cent compared with the corresponding period due to better grades and an increased proportion of ore containing zinc at Antamina (Peru). Attributable uranium production at Olympic Dam (Australia) was 4,007 tonnes for the period compared with 4,144 tonnes for the corresponding period due to a drop in grade. Silver production was 41.3 million ounces compared with 43.5 million ounces in the corresponding period. Lead production was 230.1 kilo tonnes for the period compared with 253.1 kilo tonnes in the corresponding period.

While payable copper production was lower, record copper cathode production was achieved as a result of the continued ramp-up of Escondida Sulphide Leach and Spence (Chile). Payable copper production was also impacted by the decision to place the Pinto Valley sulphide mining and milling operations (US) in a state of care

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and maintenance. This occurred in response to the global economic slowdown. Volume was further impacted by declining head grades at Escondida (Chile) and an electrical motor failure at the Laguna Seca SAG Mill. A correction to the SAG Mill problem was completed in the first quarter of FY2010.

EBIT was US$997 million, a decrease of US$6,893 million, or 87.4 per cent, from the corresponding period. The FY2009 result included exceptional charges of US$295 million, resulting from decisions to place Pinto Valley in care and maintenance and also scale back Olympic Dam Expansion project activity to that necessary to support the approvals process and the study of a number of mining and technology process options. Underlying EBIT was US$1,292 million, a decrease of US$6,697 million, or 83.8 per cent, from the corresponding period. This decrease was predominantly attributable to the decline of prices across commodities, especially copper. The LME price for copper averaged US$2.23/lb compared with US$3.53/lb in the corresponding period, or a decline of 36.8 per cent. The impact of lower prices for copper, zinc, lead and silver in FY2009 reduced Underlying EBIT by US$5,532 million. Lower sales volumes further reduced Underlying EBIT by US$1,211 million.

Higher costs were incurred during the period, mostly due to higher energy, acid and labour. The effect of inflation also impacted negatively. However the rate of cost increase declined in the second half of the year as the company initiated cost saving initiatives in all operations. In addition costs were partly offset by the exchange rate change and the strengthening of the US dollar against the Australian dollar and Chilean peso. Underlying EBIT was favourably impacted by lower purchases of third party uranium from the spot market.

Provisional pricing of copper shipments, including the impact of finalisations and revaluations of the outstanding shipments, resulted in the calculated average realised price being US$1.92/lb versus an average LME price of US$2.23/lb. The average realised price was US$3.62/lb in the corresponding period. The negative impact of provisional pricing for the period was US$936 million. Outstanding copper volumes subject to the fair value measurement amounted to 234,871 tonnes at 30 June 2009. These were revalued at a weighted average price of US$4,946 per tonne, or US$2.24/lb.

Year ended 30 June 2008 compared with year ended 30 June 2007

Revenue was US$14,774 million for FY2008, an increase of US$2,139 million, or 16.9 per cent, over FY2007. This revenue increase was mainly attributable to higher LME prices for copper, lead, silver, and gold and higher volumes primarily due to the ramp-up of Escondida Sulphide Leach and Spence.

Payable copper production increased by 10 per cent to 1.375 million tonnes compared with 1.250 million tonnes in FY2007. Zinc production was 144.5 kilo tonnes, an increase of 21.7 per cent compared with FY2007. Attributable uranium production at Olympic Dam (Australia) was 4,144 tonnes for FY2008 compared with 3,486 tonnes for FY2007. Silver production was 43.5 million ounces, an increase of 18.9 per cent, compared with 36.6 million ounces in FY2007. Lead production was 253.1 kilo tonnes, an increase of 19.2 per cent, compared with FY2007.

A third consecutive copper production record, from continuing operations, was achieved with the continued ramp-up of Escondida Sulphide Leach and Spence (Chile) and the commissioning of Pinto Valley (US). Higher volumes were also reported at Cannington (Australia) as the rehabilitation of ground support was successfully completed during FY2007.

EBIT was US$7,890 million, an increase of US$1,015 million, or 14.8 per cent, over FY2007. FY2008 included an exceptional charge of US$99 million, being adjustments to the acquisition accounting for WMC arising from the finalisation of a ruling on tax losses by the Australian Taxation Office. Underlying EBIT was US$7,989 million, an increase of US$1,114 million, or 16.2 per cent, over FY2007. This increase was predominantly attributable to higher production of copper, silver, lead and zinc. Higher average LME prices for copper of US$3.53/lb (compared with US$3.21/lb) as well as higher prices for silver, lead, molybdenum and gold, offset by lower prices for zinc, also contributed to the Underlying EBIT increase. Lower treatment and refining charges also positively impacted Underlying EBIT.

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These gains were partially offset by higher costs during FY2008, mostly due to higher energy, shipping, fuel, acid and labour charges. The effect of inflation and the weaker US dollar against the Australian dollar and Chilean peso also impacted negatively. Higher costs were partially mitigated by cost reductions achieved through several Business Excellence projects. In addition, the Olympic Dam Expansion pre-feasibility study expenditures increased as the project studies progressed, also reducing earnings. Underlying EBIT was also adversely impacted by the purchase of third party uranium from the spot market to meet contractual requirements.

Provisional pricing of copper shipments, including the impact of finalisations and revaluations of the outstanding shipments, resulted in the calculated average realised price being US$3.62/lb versus an average LME price of US$3.53/lb. The average realised price was US$3.24/lb in FY2007. The positive impact of provisional pricing for FY2008 was US$225 million. Outstanding copper volumes subject to the fair value measurement amounted to 327,941 tonnes at 30 June 2008. These were revalued at a weighted average price of US$8,555 per tonne, or US$3.88/lb.

Diamonds and Specialty Products

Year ended 30 June 2009 compared with year ended 30 June 2008

Revenue was US$896 million for FY2009, a decrease of US$73 million, or 7.5 per cent, from the corresponding period, predominantly due to lower realised diamond prices.

EKATI diamond production was 3,221,000 carats, a decrease of 3.8 per cent compared with the corresponding period mainly reflecting the increasing underground production and variations in the mix of ore processed.

EBIT was US$75 million, a decrease of US$114 million, or 60.3 per cent, from the corresponding period. The FY2009 result included an exceptional charge of US$70 million due to the cessation of the pre-feasibility study at Corridor Sands (Mozambique). Underlying EBIT was US$145 million, a decrease of $44 million, or 23.3 per cent, from the corresponding period. Underlying EBIT at EKATI (Canada) was impacted by lower diamonds sales volumes and a reduction in average realised prices. This was partially offset by a stronger US dollar, higher value per carat of production and improved plant recoveries. There was also an increase in exploration costs due to increased spend on potash in Canada, which was partially offset by lower diamonds exploration in Angola.

Year ended 30 June 2008 compared with year ended 30 June 2007

Revenue was US$969 million for FY2008, an increase of US$76 million, or 8.5 per cent, over FY2007 predominantly due to higher realised diamond prices.

EKATI diamond production was 3,349,000 carats, an increase of 3.9 per cent compared with FY2007 mainly reflecting the increased underground production and variations in the mix of ore processed.

EBIT and Underlying EBIT were US$189 million, a decrease of US$8 million, or 4.1 per cent, from FY2007. There were no exceptional items in FY2008 or FY2007. Strong operating earnings at EKATI (Canada) resulted from higher realised diamond prices and lower unit costs mainly due to higher value per carat and higher grade underground production, tight cost control and improved plant recoveries. Higher earnings were offset by an increase in exploration and development expense of US$63 million for diamonds (Angola), potash (Canada) and titanium minerals (Mozambique) and unfavourable exchange rate movements for the Canadian dollar against the US dollar.

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Stainless Steel Materials

Year ended 30 June 2009 compared with year ended 30 June 2008

Revenue was US$2,355 million in FY2009, a decrease of US$2,733 million, or 53.7 per cent, from the corresponding period.

Nickel production was 173,100 tonnes in FY2009, a 3.1 per cent increase above 167,900 tonnes in the corresponding period. Production for FY2009 was adversely impacted by the rebuild of the furnace at the Kalgoorlie nickel smelter and wet weather interruptions at Yabulu (Australia). Production was higher at Cerro Matoso (Colombia) following an industrial stoppage in FY2008. In January 2009 operations at the Ravensthorpe nickel operation (Australia) were indefinitely suspended with the consequential effect of suspending the production of nickel from mixed hydroxide precipitate at Yabulu.

EBIT was a loss of US$5,186 million, a decrease of US$6,423 million, or 519.2 per cent, from the corresponding period. Exceptional items totalled US$4,332 million, comprising impairments and provisions for Ravensthorpe and the Yabulu Extension Project (US$3,615 million), Yabulu (US$510 million) and Nickel West (US$207 million).

Underlying EBIT was a loss of US$854 million, a decrease of US$2,129 million, or 167.0 per cent, compared with the corresponding period. This was mainly due to the lower average LME price for nickel of US$6.03/lb compared with US$12.93/lb in the prior year. Lower prices (net of price-linked costs) reduced Underlying EBIT by US$1,995 million.

The furnace rebuild at the Kalgoorlie nickel smelter and concurrent maintenance at the Kwinana nickel refinery (both Australia) adversely impacted Underlying EBIT by US$338 million. Operational costs in total were broadly unchanged compared with the corresponding period, as increased mining costs and inflationary pressures in Australia were largely offset by a favourable impact of the weaker Australian dollar against the US dollar and cost saving initiatives. Underlying EBIT for FY2009 was also higher due to increased production at Cerro Matoso (Colombia) as aforementioned. Underlying EBIT was also positively impacted by US$46 million following the indefinite suspension of operations at Ravensthorpe and the Yabulu Extension Project in January 2009, with the total operating loss for the year from these operations being US$267 million.

Year ended 30 June 2008 compared with year ended 30 June 2007

Revenue was US$5,088 million in FY2008, a decrease of US$1,813 million, or 26.3 per cent, from FY2007.

Nickel production was 167,900 tonnes in FY2008, a 10.3 per cent decrease from 187,200 tonnes in FY2007. Production for FY2008 was impacted by an industrial stoppage at Cerro Matoso (Colombia), wet weather interruptions at Yabulu (Australia) and scheduled maintenance across all operations. This was partially offset by strong production from the Kwinana Nickel Refinery (Australia) and the continued ramp-up of Ravensthorpe and the Yabulu Extension Project (both Australia). Towards the end of the fourth quarter of FY2008, Kalgoorlie Nickel Smelter (Australia) commenced a major rebuild of the furnace.

EBIT was US$1,237 million, a decrease of US$2,438 million, or 66.3 per cent, from FY2007. FY2008 included an exceptional charge of US$38 million, being adjustments to the acquisition accounting for WMC arising from the finalisation of a ruling on tax losses by the Australian Taxation Office. There were no exceptional items in FY2007. Underlying EBIT for FY2008 was US$1,275 million, a reduction of US$2,400 million, or 65.3 per cent, below FY2007. This was mainly due to the lower average LME price for nickel of US$12.93/lb compared with US$17.21/lb in the prior year. Lower prices (net of price-linked costs) reduced Underlying EBIT by US$1,021 million.

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Higher operating costs had an adverse impact and were largely due to a strengthening Australian dollar and higher charges for fuel, energy and labour reflecting industry-wide cost pressures. Costs were also impacted by the startup of operations at Ravensthorpe and the Yabulu Extension Project, higher use of third party ore at Nickel West (Australia) and increased exploration activity in Australia, South America and Asia. In addition, sales volumes decreased, reflecting lower production volumes as aforementioned.

Iron Ore

Year ended 30 June 2009 compared with year ended 30 June 2008

Revenue was US$10,048 million for FY2009, an increase of US$593 million over the corresponding period.

Western Australia Iron Ore achieved record production of 106.1 million wet tonnes, an increase of 2.3 million tonnes, or 2.2 per cent, over FY2008, and record sales due to the full ramp-up of Rapid Growth Project 3. However, our operations were interrupted by safety incidents, maintenance and tie-in activities associated with Rapid Growth Project 4. During the period, 68 per cent of Western Australia Iron Ore shipments on a wet metric tonne basis were based on annually agreed pricing.

Samarco (Brazil) production and sales were adversely impacted by weaker pellet demand.

Both EBIT and Underlying EBIT of US$6,229 million increased by US$1,598 million, or 34.5 per cent. This was mainly driven by higher average realised prices, which increased Underlying EBIT by US$939 million.

Overall operating costs were lower than last year and increased EBIT and Underlying EBIT by US$73 million. The favourable impact of the stronger US dollar was offset by higher costs associated with the uncommissioned projects and safety initiatives.

Year ended 30 June 2008 compared with year ended 30 June 2007

Revenue was US$9,455 million for FY2008, an increase of US$3,931 million, or 71.2 per cent, over FY2007.

A consecutive eighth production record was achieved at Western Australia Iron Ore following the successful commissioning of RGP3 and other business improvement initiatives. Western Australia Iron Ore production was 103.8 million wet tonnes (tonnes) an increase of 12.2 million tonnes, or 13.3 per cent, on FY2007. Samarco (Brazil) operations also achieved record production as a result of production efficiencies and commissioning of the third pellet plant. Production of Samarco pellets and pellet feed was 8.5 million tonnes, an increase of 8.5 per cent from 7.8 million tonnes in FY2007. Record sales volumes reflected shipping efficiency, the RGP3 ramp-up and improvement initiatives.

Both EBIT and Underlying EBIT were US$4,631 million, an increase of US$1,903 million, or 69.8 per cent, over FY2007. This was driven by increased iron ore prices, higher sales volumes and higher priced spot sales.

Higher operating costs were largely attributable to the weaker US dollar against the Australian dollar and Brazilian real, higher price-linked costs, fuel, freight and demurrage. A number of cost saving initiatives in Western Australia Iron Ore operations such as negotiation of contract mining rates, strategic sourcing of input materials and services have partially mitigated the impact of external cost pressures on the business.

Depreciation was higher, due to the completion of our RGP3 project at Western Australia Iron Ore. This project was delivered on schedule and within budget in local currency.

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Manganese

Year ended 30 June 2009 compared with year ended 30 June 2008

Revenue was US$2,536 million for FY2009, a decrease of US$376 million, or 12.9 per cent, from the corresponding period. This decrease was mainly as a result of lower sales volumes that were attributable to the global economic slowdown with steel demand, the driver of manganese usage, reducing drastically.

Production was reduced in line with the lower demand. Manganese alloy production at 513,000 tonnes was 33.8 per cent lower and manganese ore production at 4.5 million tonnes was 31.8 per cent lower when compared to the corresponding period.

Both EBIT and Underlying EBIT were US$1,349 million, a decrease of US$295 million, or 17.9 per cent, from the corresponding period. The decrease is directly attributable to lower turnover impacted by lower sales volumes achieved for both ore and alloy products. Production costs were well controlled despite the reduced volumes. The lower sales volume reduced EBIT and Underlying EBIT by US$1,266 million partly offset by gains of US$223 million as a result of higher prices.

Year ended 30 June 2008 compared with year ended 30 June 2007

Revenue was US$2,912 million for FY2008, an increase of US$1,668 million, or 134.1 per cent, over FY2007.

Manganese alloy production at 775,000 tonnes was 5.9 per cent higher than FY2007 mainly as a result of operating efficiencies at the alloy plants and reduced down time for major rebuilds. Production was slightly offset by Metalloys Plant (South Africa) operating at lower levels to comply with the mandatory reduction in power consumption. Manganese ore production was 6.6 million tonnes, an increase of 9.4 per cent compared with FY2007. Both were production records.

EBIT and Underlying EBIT were US$1,644 million, an increase of US$1,391 million, or 550 per cent, over FY2007. Stronger demand drove increased sales volumes of manganese ore and higher prices for manganese ore and manganese alloy. The positive EBIT result was slightly offset by increased distribution costs, unfavourable exchange rate impacts and higher ore development, coke and labour costs. A portion of the increase in costs was deliberately incurred to maximise production to take advantage of the high prices.

Metallurgical Coal

Year ended 30 June 2009 compared with year ended 30 June 2008

Revenue was US$8,087 million for FY2009, an increase of US$4,146 million, or 105.2 per cent, over the corresponding period.

Production was 36.4 million tonnes in FY2009, an increase of 3.5 per cent compared with 35.2 million tonnes in the previous corresponding period. The increase largely reflects the impact of the rainfall events in FY2008, partially offset by production cuts as a result of lower demand in the second half of FY2009.

EBIT was US$4,625 million, an increase of US$3,688 million, or 393.6 per cent over the corresponding period. The FY2009 result included an exceptional charge of US$86 million, resulting from the decision to cease development of the Maruwai Haju trial mine (Indonesia). There were no exceptional items in the corresponding period.

Underlying EBIT was US$4,711 million, an increase of US$3,774 million, or 402.8 per cent over the corresponding period. The increase was mainly due to the higher realised prices for hard coking coal (125 per

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cent higher), weak coking coal (121 per cent higher) and thermal coal (17 per cent higher), which together contributed US$4,213 million of the increase. This was partly offset by a negative impact on price-linked royalty costs associated with the higher realised prices and the introduction of a new royalty structure in Queensland and New South Wales of US$434 million, and the impact of the recovery from the FY2008 rainfall events at Queensland Coal of US$122 million.

Other operating costs were higher due to inflationary pressures, increased labour and contractor charges. This was offset by a favourable impact of the weaker Australian dollar against the US dollar.

In addition, profits on the sales of Elouera mine (Australia) and Queensland Coal mining leases were realised in the corresponding period.

Year ended 30 June 2008 compared with year ended 30 June 2007

Revenue was US$3,941 million for FY2008, an increase of US$172 million, or 4.6 per cent, over FY2007.

Production was 35.2 million tonnes in FY2008, a decrease of 8.3 per cent, compared with 38.4 million tonnes in FY2007.

EBIT and Underlying EBIT were US$937 million, a decrease of US$310 million, or 24.9 per cent, from FY2007. The decrease in Underlying EBIT was mainly due to the significant rainfall events in January and February 2008, which unfavourably impacted sales volumes at Queensland Coal (Australia). This was partially offset by an increase in volumes from the full year of production from the Poitrel (Australia) mine.

Costs attributable to the recovery from the rainfall events at Queensland Coal were approximately US$40 million in FY2008, with an additional US$80 million of cost inefficiencies associated with lower volumes.

Other operating costs were higher due to increased demurrage and labour costs which were offset by improved mining conditions and operating efficiencies at Illawarra Coal. A weaker US dollar against the Australian dollar and inflationary pressures also had an unfavourable impact on Underlying EBIT.

Higher average realised prices for metallurgical coal (three per cent) and thermal coal (52 per cent) had a favourable impact on the Underlying EBIT.

Profits on the sale of the Elouera mine and the sale of Queensland Coal mining leases to Millennium were realised in FY2008.

Energy Coal

Year ended 30 June 2009 compared with year ended 30 June 2008

Revenue was US$6,524 million for FY2009, a decrease of US$36 million, or 0.5 per cent from the corresponding period.

Production was 68.2 million tonnes in FY2009, a decrease of 15.7 per cent compared with 80.9 million tonnes in the corresponding period, following completion of the Optimum sale in June 2008 and closure of the Douglas underground mine in November 2008, at our South African operations (BECSA).

EBIT and Underlying EBIT were US$1,460 million, an increase of US$403 million, or 38.1 per cent over the corresponding period. The increase was mainly attributable to higher prices (US$224 million), predominately in the first half of the financial year, and earnings from trading activities (US$357 million). Lower production at

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BECSA was offset by record production at Cerrejón Coal (Colombia) and record sales from Hunter Valley Coal (Australia) (combined decrease of US$152 million). Depreciation of the Australian dollar, South African rand and Colombian peso was offset in part by higher costs due to inflationary pressures, increase in raw materials and labour and contractor costs

Year ended 30 June 2008 compared with year ended 30 June 2007

Revenue was US$6,560 million for FY2008, an increase of US$1,984 million, or 43.4 per cent over FY2007.

Production was 80.9 million tonnes in FY2008, a decrease of 7.0 per cent, compared with 87.0 million tonnes in FY2007.

EBIT was US$1,057 million, an increase of US$752 million, or 246.6 per cent, compared with FY2007. FY2007 included an exceptional item at our South African operations—a charge of US$176 million (before taxation benefit of US$34 million).

Underlying EBIT was US$1,057 million, an increase of US$576 million, or 119.8 per cent, over FY2007. The increase was mainly attributable to higher prices resulting from continued strong demand in the Atlantic and Pacific markets, record production at Hunter Valley Coal (Australia) and Cerrejón Coal (Colombia) and weakening of the South African rand against the US dollar.

This was partially offset by higher costs due to inflationary pressures, weakening of the US dollar against the Australian dollar and Colombian peso, and increased diesel, labour and contractors, maintenance and demurrage costs. Lower earnings from trading activities also negatively impacted Underlying EBIT.

The purchase price adjustments associated with the sale of the Optimum asset (South Africa), and the cessation of contribution from the Koornfontein mine (South Africa) following its divestment in FY2007 also reduced Underlying EBIT. FY2007 included US$67 million profit on the sale of Koornfontein, Eyesizwe investment and part of our Richards Bay Coal Terminal entitlement.

Group and unallocated items

This category represents corporate activities, including Group Treasury, Freight, Transport and Logistics operations.

Year ended 30 June 2009 compared with year ended 30 June 2008

Corporate activities produced a loss before net finance costs and taxation of US$1,353 million in FY2009 compared with a loss of US$390 million in the corresponding period. The FY2009 result included exceptional items of US$958 million comprising additional rehabilitation obligations in respect of former operations at the Newcastle steelworks (US$508 million) and fees associated with the lapsed offers for Rio Tinto (US$450 million).

Excluding exceptional items, corporate operating costs were US$395 million in FY2009 compared with US$390 in the corresponding period, an increase of US$5 million. This was due to higher insurance costs, offset by favourable exchange rate movements.

Year ended 30 June 2008 compared with year ended 30 June 2007

These corporate activities produced a loss before net finance costs and taxation of US$390 million in FY2008 compared with a loss of US$422 million in FY2007. FY2008 had no exceptional items whereas FY2007 included an exceptional item of US$167 million relating to rehabilitation obligations at the former Newcastle steelworks operations.

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Excluding exceptional items, corporate operating costs were US$390 million compared with US$255 million in FY2007, an increase of US$135 million. The higher costs resulted predominately from unfavourable fluctuations in the Australian dollar to US dollar exchange rate. Higher costs for corporate projects also had an adverse impact.

Third party sales

We differentiate sales of our production from sales of third party products due to the significant difference in profit margin earned on these sales. The table below shows the breakdown between our production (which includes marketing of equity production) and third party products.

Year ended 30 June (1) Group production Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Related operating costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Margin (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Third party products Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Related operating costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating profit/(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Margin (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 US$M 44,113 (26,402) 17,711 40.1% 6,098 (5,595) 503 8.2%	2008 US$M 51,918 (27,252) 24,666 47.5% 7,555 (7,939) (384) (5.1)%	2007 US$M 41,271 (21,278) 19,993 48.4% 6,202 (6,128) 74 1.2%

(1) Excluding exceptional items.

(2) Operating profit divided by revenue.

We engage in third party trading for three reasons:

In providing solutions for our customers, sometimes we provide products that we do not produce, such as a particular grade of coal. To meet customer needs and contractual commitments, we may buy physical product from third parties and manage risk through both the physical and financial markets.
Production variability and occasional shortfalls from our own assets means that we sometimes source third party materials to ensure a steady supply of product to our customers.
The active presence in the commodity markets provides us with physical market insight and commercial knowledge, From time to time, we actively engage in these markets in order to take commercial advantage of business opportunities. These trading activities provide not only a source of revenue, but also a further insight into planning, and can, in some cases, give rise to business development opportunities.

3.7 Liquidity and capital resources

As a result of our record production volumes and record prices in many of our key commodities over the past several years, we have generated very strong cash flows throughout our operations. Despite the economic downturn and changing market conditions, we generated record net operating cash flows in FY2009. These cash flows have been fundamental to our ability to internally fund our existing operations, maintain a pipeline of growth projects and return capital to shareholders through dividends. Our priority for cash is to reinvest in the business. In line with our strategy, we have grown our business rapidly and consistently through project developments and acquisitions. Through a combination of borrowings and payments to shareholders, we manage our balance sheet with the goal of maintaining levels of gearing that we believe optimise our costs of capital and return on capital employed.

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Net operating cash flows are our principal source of cash. We also raise cash from debt financing to manage temporary fluctuations in liquidity arrangements and to refinance existing debt. Our liquidity position is supported by our strong and stable credit rating and committed debt facilities.

3.7.1 Cash flow analysis

A full consolidated cash flow statement is contained in the financial statements. The explanatory notes appear in note 25 ‘Notes to the consolidated cash flow statement’ in the financial statements. A summary table has been presented below to show the key sources and uses of cash.

Net operating cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash outflows from investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net proceeds from investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net investing cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net proceeds from/(repayment of) interest bearing liabilities . . . . . . . . . . . . . . . . . . . Share buy-back . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net increase in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 US$M 18,863 (11,328) 277 (11,051) 3,929 — (4,969) (140) (1,180) 6,632	2008 US$M 17,817 (9,244) 180 (9,064) (408) (3,115) (3,250) (226) (6,999) 1,754	2007 US$M 15,957 (8,691) 378 (8,313) 1,614 (5,741) (2,339) (143) (6,609) 1,035

Year ended 30 June 2009 compared with year ended 30 June 2008

Net operating cash flow after interest and tax increased by 5.9 per cent to US$18,863 million. This was primarily attributable to a decrease in receivables, partly offset by increases in other working capital items.

Capital and exploration expenditure totalled US$10,735 million for the period. Expenditure on major growth projects was US$7,464 million, including US$1,851 million on Petroleum projects and US$5,613 million on Minerals projects. Capital expenditure on sustaining, minor capital and other items was US$2,028 million. Exploration expenditure was US$1,243 million, including US$234 million which has been capitalised.

Financing cash flows include net debt proceeds of US$3,929 million and increased dividend payments of US$4,563 million, excluding dividends paid to minorities.

Year ended 30 June 2008 compared with year ended 30 June 2007

Net operating cash flow after interest and tax increased by 11.7 per cent to US$17,817 million. Higher profits increased cash generated from operating activities, offset by an increase in working capital (principally due to higher prices) and increased taxation payments.

Capital and exploration expenditure totalled US$8,908 million for FY2008. Expenditure on major growth projects was US$5,339 million, including US$1,571 million on Petroleum projects and US$3,768 million on Minerals projects. Capital expenditure on maintenance, sustaining and minor capital items was US$2,219 million. Exploration expenditure was US$1,350 million, including US$491 million which has been capitalised.

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Financing cash flows include US$6,250 million in relation to the capital management program and increased dividend payments, excluding dividends paid to minorities.

3.7.2 Growth projects

During FY2009, we completed six major projects (one manganese and five oil and gas projects). In addition, the Alumar Refinery Expansion (alumina) delivered first production on 9 July 2009. Highlighting our commitment to long-term growth, we sanctioned a total of US$5,850 million of investments in one iron ore and three oil and gas projects. Subsequent to the financial year-end on, 24 July 2009, we announced the approval of the MAC 20 (energy coal) project at Hunter Valley Coal (Australia) operations.

Completed projects

Customer Sector Group Petroleum Aluminium Manganese	Project Neptune (US) BHP Billiton—35% North West Shelf 5th Train (Australia) BHP Billiton—16.67% North West Shelf Angel (Australia) BHP Billiton— 16.67% Shenzi (US) BHP Billiton—44% Atlantis North (US) BHP Billiton—44% Alumar Refinery Expansion (Brazil) BHP Billiton—36% Gemco (Australia) BHP Billiton—60%	Capacity (1) 50,000 barrels of oil and 50 million cubic feet of gas per day (100%) LNG processing capacity 4.4 million tonnes per annum (100%) 800 million cubic feet of gas per day and 50,000 barrels of condensate per day (100%) 100,000 barrels of oil and 50 million cubic feet of gas per day (100%) Tie back to Atlantis South 2 million tonnes per annum of alumina (100%) 1 million tonnes per annum manganese concentrate (100%)	Capital expenditure (US$M) (1) Budget Actual 405(4) 418 350 357 200 168 1,940 1,940 (3) 185 185 (3) 900 (4) 900 (3) 110 93 4,090 4,061	Capital expenditure (US$M) (1) Budget Actual 405(4) 418 350 357 200 168 1,940 1,940 (3) 185 185 (3) 900 (4) 900 (3) 110 93 4,090 4,061	Capital expenditure (US$M) (1) Budget Actual 405(4) 418 350 357 200 168 1,940 1,940 (3) 185 185 (3) 900 (4) 900 (3) 110 93 4,090 4,061	Date of initial	production (2) Actual Q3 2008 H2 2008 H2 2008 Q1 2009 H1 2009 Q3 2009 (4) H1 2009
				Budget 405(4) 350 200 1,940 185 900 (4) 110 4,090		Target Q1 2008 H2 2008 H2 2008 Mid 2009 H2 2009 Q2 2009 H1 2009

(1) All references to capital expenditure and capacity are BHP Billiton’s share unless noted otherwise.

(2) References are based on calendar years.

(3) Number subject to finalisation. For projects where capital expenditure is required after initial production, the costs represent the estimated total capital expenditure.
(4) As per revised budget and schedule.

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Projects currently under development (approved in prior years)

Customer Sector Group Petroleum Aluminium Iron Ore Energy Coal	Project Pyrenees (Australia) BHP Billiton—71.43% Bass Strait Kipper (Australia) BHP Billiton—32.5% - 50% North West Shelf North Rankin B (Australia) BHP Billiton—16.67% Worsley Efficiency and Growth (Australia) BHP Billiton—86% WA Iron Ore Rapid Growth Project 4 (Australia) BHP Billiton—86.2% Klipspruit (South Africa) BHP Billiton—100% Douglas-Middelburg Optimisation (South Africa) BHP Billiton—100% Newcastle Third Port Project (Australia) BHP Billiton—35.5%	Capacity (1) 96,000 barrels of oil and 60 million cubic feet of gas per day (100%) 10,000 barrels of condensate per day and processing capacity of 80 million cubic feet of gas per day (100%) 2,500 million cubic feet of gas per day (100%) 1.1 million tonnes per annum (100%) 26 million tonnes per annum of additional iron ore system capacity (100%) 1.8 million tonnes per annum export and 2.1 million tonnes per annum domestic thermal coal 10 million tonnes per annum export thermal coal and 8.5 million tonnes per annum domestic thermal coal (sustains current output) 30 million tonnes per annum export coal loading facility (100%)	Budgeted capital expenditure (US$M) (1) 1,200 500 850 1,900 1,850 450 975 390 8,115	Target date of initial production (2)
				H1 2010 2011 2012 H1 2011 H1 2010 H2 2009 Mid 2010 2010

(1) All references to capital expenditure and capacity and BHP Billiton’s share unless noted otherwise.

(2) References are based on calendar years.

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Projects approved since June 2008

Customer Sector Group Petroleum Iron Ore	Project Bass Strait Turrum (Australia) BHP Billiton—50% North West Shelf CWLH Extension (Australia) BHP Billiton—16.67% Angostura Gas Phase II (Trinidad and Tobago) BHP Billiton—45% WA Iron Ore Rapid Growth Project 5 (Australia) BHP Billiton—85%	Capacity (1) 11,000 barrels of condensate per day and processing capacity of 200 million cubic feet of gas per day (100%) Replacement vessel with capacity of 60,000 barrels of oil per day (100%) 280 million cubic feet of gas per day (100%) 50 million tonnes per annum additional iron ore system capacity (100%)	Budgeted capital expenditure (US$M) (1) 625 245 180 4,800 5,850	Target date of initial production (2)
				2011 2011 H1 2011 H2 2011

(1) All references to capital expenditure and capacity and BHP Billiton’s share unless noted otherwise.

(2) References are based on calendar years.

3.7.3 Net debt and sources of liquidity

Our policies on debt and treasury management are as follows:

a commitment to a solid ‘A’ credit rating
to be cash flow positive before dividends, debt service and capital management
to target a minimum interest cover ratio of eight times over the commodity cycle
to maintain gearing (net debt/net debt + net assets) of 35 per cent to 40 per cent
diversification of funding sources
generally to maintain borrowings and excess cash in US dollars.

Solid ‘A’ credit ratings

The Group’s credit ratings are currently A1/P-1 (Moody’s) and A+/A-1 (Standard & Poor’s). The ratings outlook from both agencies has changed back to stable from negative following the decision not to proceed with the proposed offers for Rio Tinto plc and Rio Tinto Limited.

Interest rate risk

Interest rate risk on our outstanding borrowings and investments is managed as part of the Portfolio Risk Management Strategy. Refer to note 30 ‘Financial risk management’ in the financial statements for a detailed discussion on the strategy. When required under this strategy, we use interest rate swaps, including cross currency interest rate swaps, to convert a fixed rate exposure to a floating rate exposure. All interest swaps have been designated and are effective as hedging instruments under IFRS.

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Gearing and net debt

30 June 2009 compared with 30 June 2008

Net debt, comprising cash and interest bearing liabilities, was US$5,586 million, a decrease of US$2,872 million, or 34.0 per cent, compared to 30 June 2008. Gearing, which is the ratio of net debt to net debt plus net assets, was 12.1 per cent at 30 June 2009, compared with 17.8 per cent at 30 June 2008.

Cash at bank and in hand less overdrafts at 30 June 2009 was US$10,831 million compared with US$4,173 million at 30 June 2008. Included within this are short-term deposits at 30 June 2009 of US$9,677 million compared with US$2,503 million at 30 June 2008.

30 June 2008 compared with 30 June 2007

Net debt, comprising cash and interest bearing liabilities, was US$8,458 million, a decrease of US$1,513 million, or 15.2 per cent, compared with 30 June 2007. Gearing, which is the ratio of net debt to net debt plus net assets, was 17.8 per cent at 30 June 2008, compared with 25.0 per cent at 30 June 2007.

Cash at bank and in hand less overdrafts at 30 June 2008 was US$4,173 million compared with US$2,398 million at 30 June 2007. Included within this are short-term deposits at 30 June 2008 of US$2,503 million compared with US$1,603 million at 30 June 2007.

Funding sources

The maturity profile of our debt obligations and details of our undrawn committed facilities are set forth in note 30 ‘Financial risk management’ in the financial statements.

During FY2009, we made the following debt issues:

In March 2009, we issued a two tranche Global Bond under a debt shelf registration statement, which had been previously filed with the US Securities and Exchange Commission. The Global Bond comprised US$1,500 million 5.5 per cent Senior Notes due 2014 and US$1,750 million 6.5 per cent Senior Notes due 2019.
In the same month we issued a two tranche Euro Bond. This comprised €1,250 million (US$1,761 million) 4.75 per cent Euro Bonds due 2012 and €1,000 million (US$1,408 million) 6.375 per cent Euro Bonds due 2016.

None of our general borrowing facilities are subject to financial covenants. Certain specific financing facilities in relation to specific businesses are the subject of financial covenants that vary from facility to facility, but which would be considered normal for such facilities.

3.7.4 Quantitative and qualitative disclosures about market risk

We identified our primary market risks in section 3.4 ‘External factors and trends affecting our results’. A description of how we manage our market risks, including both quantitative and qualitative information about our market risk sensitive instruments outstanding at 30 June 2009, is contained in note 30 ‘Financial risk management’ to the financial statements.

3.7.5 Portfolio management

Our strategy is focused on long-life, low-cost, expandable assets and we continually review our portfolio to identify assets that do not fit this strategy. These activities continued during the year, with proceeds amounting to US$277 million being realised from divestments of property, plant and equipment, financial assets and operations, including the Southern Star Coal Project.

Proceeds from the sale or distribution of our assets and interests since 2001 now surpass US$6 billion.

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In line with our strategy, we also suspended operations at the Ravensthorpe nickel operations (Australia) and ceased processing mixed nickel cobalt hydroxide product at Yabulu (Australia). We also announced the decision to cease development of the Maruwai Haju trial mine (Indonesia), sell the Suriname aluminium operations, suspend copper sulphide mining operations at Pinto Valley (US) and cease the pre-feasibility study at Corridor Sands (Mozambique).

At 30 June 2009, the assets and liabilities of the Yabulu operations and Suriname operations have been classified as held for sale on our balance sheet.

We will purchase interests in assets where they fit our strategy. On 10 July 2008, the Group acquired all the issued and outstanding common shares of Anglo Potash Ltd for a total cash consideration of US$270 million. In addition, during the year, we finalised the acquisition of the New Saraji Coal Project.

3.7.6 Dividend and capital management

On 12 August 2009, the Board declared a final dividend for the year of 41 US cents per share. Together with the interim dividend of 41 US cents per share paid to shareholders on 17 March 2009, this brings the total dividend for the year to 82 US cents per share, a 17.1 per cent increase over last year’s full year dividend of 70 US cents per share.

The Group suspended its share buy-back program on 14 December 2007 in light of the Group’s offer for Rio Tinto plc and Rio Tinto Limited. On 27 November 2008 the offers lapsed and since that date no additional share buy-backs have been executed.

3.8 Off-balance sheet arrangements and contractual commitments

Information in relation to our material off-balance sheet arrangements, principally contingent liabilities, commitments for capital expenditure and other expenditure and commitments under leases at 30 June 2009 is provided in note 23 ‘Contingent liabilities’ and note 24 ‘Commitments’ to the financial statements.

We expect that these contractual commitments for expenditure, together with other expenditure and liquidity requirements will be met from internal cash flow and, to the extent necessary, from the existing facilities described in section 3.7.3 ‘Net debt and sources of liquidity’.

3.9 Subsidiaries and related party transactions

Subsidiary information

Information about our significant subsidiaries is included in note 27 ‘Subsidiaries’ to the financial statements.

Related party transactions

Related party transactions are outlined in note 33 ‘Related party transactions’ in the financial statements.

3.10 Significant changes

Other than the matters disclosed elsewhere in this Report, no matters or circumstances have arisen since the end of the year that have significantly affected, or may significantly affect, the operations, results of operations or state of affairs of the BHP Billiton Group in subsequent accounting periods.

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4 Board of Directors and Group Management Committee

4.1 Board of Directors

Don Argus AO, SF FIN, FCPA, 71

Term of office: Director of BHP Limited since November 1996 and Chairman since April 1999. Chairman of BHP Billiton Limited and BHP Billiton Plc since June 2001. Mr Argus was last re-elected in 2008 and, in accordance with the Group’s policy described under ‘Tenure’ in section 5.3.5 of this Annual Report, is retiring and standing for re-election in 2009.

Independent: Yes

Skills and experience: Don Argus has considerable experience in international business and a strong management background. He has more than 40 years’ experience in the banking industry and is a former Managing Director and CEO of the National Australia Bank Limited.

Other directorships and offices (current and recent):

Director of Australian Foundation Investment Company Limited (since May 1999)
Former Chairman of Brambles Limited (from September 1999 to February 2008) and a Director (from May 1999 to February 2008)
Member of the International Advisory Council of Allianz Aktiengesellschaft (since April 2000)
Member of International Advisory Committee to the New York Stock Exchange Board of Directors (since November 2005)

Board Committee membership:

Chairman of the Nomination Committee

Marius Kloppers BE (Chem), MBA, PhD (Materials Science), 47

Term of office: Director of BHP Billiton Limited and BHP Billiton Plc since January 2006. Mr Kloppers was appointed Chief Executive Officer on 1 October 2007. He was appointed Group President Non-Ferrous Materials and executive Director in January 2006 and was previously Chief Commercial Officer. Mr Kloppers was elected in 2006 and will stand for re-election in 2009.

Independent: No

Skills and experience: Marius Kloppers has extensive knowledge of the mining industry and of BHP Billiton’s operations. Active in the mining and resources industry since 1993, he was appointed Chief Commercial Officer in December 2003. He was previously Chief Marketing Officer, Group Executive of Billiton Plc, Chief Executive of Samancor Manganese and held various positions at Billiton Aluminium, including Chief Operating Officer and General Manager of Hillside Aluminium.

Other directorships and offices (current and recent):

None

Board Committee membership:

None

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Paul Anderson BS (Mech Eng), MBA, 64

Term of office: Appointed a non-executive Director of BHP Billiton Limited and BHP Billiton Plc on 26 April 2006 with effect from 6 June 2006. He was the Chief Executive Officer and Managing Director of BHP Limited from December 1998 until June 2001 and of BHP Billiton Limited and BHP Billiton Plc from June 2001 until July 2002. He was a non-executive Director of BHP Billiton Limited and BHP Billiton Plc from July to November 2002. Mr Anderson was last re-elected in 2008.

Independent: Yes

Skills and experience: Paul Anderson has an extensive background in natural resources and energy and, as one of the architects of the merger that created BHP Billiton, has a deep understanding of the strategy behind the Group’s success. He retired as Chairman of Spectra Energy Corporation in May 2009 and retired as Chairman of Duke Energy Corporation in January 2007 where he had more than 20 years’ experience at Duke Energy and its predecessors.

Other directorships and offices (current and recent):

Former Chairman of Spectra Energy Corporation (from January 2007 to May 2009)
Former Director of Qantas Airways Limited (from September 2002 to April 2008)
Former Chairman of Duke Energy Corporation (from November 2003 to January 2007) and former Chief Executive Officer (from November 2003 to April 2006)
Former Director of Temple Inland Inc (from February 2002 to May 2004)

Board Committee membership:

Member of the Sustainability Committee

Alan Boeckmann BE (Electrical Eng), 61

Term of office: Appointed a Director of BHP Billiton Limited and BHP Billiton Plc in September 2008. Mr Boeckmann was elected at the 2008 Annual General Meetings.

Independent: Yes

Skills and experience: Alan Boeckmann is currently Chairman and Chief Executive Officer of Fluor Corporation, US, having originally joined Fluor in 1974. He is a non-executive Director of Burlington Northern Santa Fe Corporation. Mr Boeckmann has extensive experience in running large-scale international industrial companies and experience in the oil and gas industry. He has global experience in engineering, procurement, construction, maintenance and project management across a range of industries, including resources and petroleum.

Other directorships and offices (current and recent):

Chairman and Chief Executive Officer of Fluor Corporation (since February 2002)
Director of Burlington Northern Santa Fe Corporation (since September 2001)
Former Director of Archer Daniels Midland Company (from November 2007 to November 2008)

Board Committee membership:

Member of the Remuneration Committee

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John Buchanan BSc, MSc (Hons 1), PhD, 66

Term of office: Director of BHP Billiton Limited and BHP Billiton Plc since February 2003. Dr Buchanan has been designated as the Senior Independent Director of BHP Billiton Plc since his appointment. He was last re-elected in 2008.

Independent: Yes

Skills and experience: Educated at Auckland, Oxford and Harvard, John Buchanan has had a wide international business career gained in large and complex international businesses. He has substantial experience in the petroleum industry and knowledge of the international investor community. He has held various leadership roles in strategic, financial, operational and marketing positions, including executive experience in different countries. He is a former executive Director and Group Chief Financial Officer of BP, serving on the BP Board for six years.

Other directorships and offices (current and recent):

Chairman of Smith & Nephew Plc (since April 2006) and former Deputy Chairman (from February 2005 to April 2006)
Chairman of ICC UK (since May 2008)
Director of AstraZeneca Plc (since April 2002)
Senior Independent Director and Deputy Chairman of Vodafone Group Plc (since July 2006) and Director (since April 2003)
Member of Advisory Board of Ondra Bank (since June 2009)

Board Committee membership:

Chairman of the Remuneration Committee
Member of the Nomination Committee

Carlos Cordeiro AB, MBA, 53

Term of office: Director of BHP Billiton Limited and BHP Billiton Plc since February 2005. Mr Cordeiro was last re-elected in 2007 and is standing for re-election in 2009.

Independent: Yes

Skills and experience: Carlos Cordeiro brings to the Board more than 25 years’ experience in providing strategic and financial advice to corporations, financial institutions and governments around the world. He was previously Partner and Managing Director of Goldman Sachs Group Inc.

Other directorships and offices (current and recent):

Non-executive Advisory Director of The Goldman Sachs Group Inc (since December 2001)
Non-executive Vice Chairman of Goldman Sachs (Asia) (since December 2001)

Board Committee membership:

Member of the Remuneration Committee

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David Crawford AO, BComm, LLB, FCA, FCPA, FAICD, 65

Term of office: Director of BHP Limited since May 1994. Director of BHP Billiton Limited and BHP Billiton Plc since June 2001. Mr Crawford was last re-elected in 2008 and, in accordance with the Group’s policy described under ‘Tenure’ in section 5.3.5 of this Annual Report, is retiring and standing for re-election in 2009.

Independent: Yes

Skills and experience: David Crawford has extensive experience in risk management and business reorganisation. He has acted as a consultant, scheme manager, receiver and manager and liquidator to very large and complex groups of companies. He was previously Australian National Chairman of KPMG, Chartered Accountants. The Board has nominated Mr Crawford as the financial expert of the Risk and Audit Committee for the purposes of the US Securities and Exchange Commission Rules and is satisfied that he has recent and relevant financial experience for the purposes of the UK Listing Authority’s Combined Code.

Other directorships and offices (current and recent):

Chairman of Lend Lease Corporation Limited (since May 2003) and Director (since July 2001)
Chairman of Foster’s Group Limited (since November 2007) and Director of Foster’s Group Limited (since August 2001)
Former Director of Westpac Banking Corporation (from May 2002 to December 2007)
Former Chairman of National Foods Limited (Director from November 2001 to June 2005)

Board Committee membership:

Chairman of the Risk and Audit Committee

Gail de Planque AB (Mathematics), MS (Physics), PhD (Env Health Sciences), 64

Term of office: Director of BHP Billiton Limited and BHP Billiton Plc since October 2005. The Hon. E. Gail de Planque was last re-elected in 2007 and is standing for re-election in 2009.

Independent: Yes

Skills and experience: Gail de Planque is an expert in nuclear technology and has over 40 years’ experience as a physicist, adviser and regulator in the field of nuclear energy. She also has significant experience as a non-executive director of global energy companies and is a consultant on atomic energy matters. She is a former Commissioner of the United States Nuclear Regulatory Commission, a former Director of the Environmental Measurements Laboratory of the US Department of Energy, a Fellow and former President of the American Nuclear Society, a fellow of the American Association of the Advancement of Science and a Member of the US National Academy of Engineering.

Other directorships and offices (current and recent):

Director of Northeast Utilities (since October 1995)
Director of Energy Solutions, Inc (since November 2007)
President of Strategy Matters Inc (since March 2000)
Director of Energy Strategists Consultancy Ltd (since May 1999)
Former Director of TXU Corporation (from February 2004 to February 2007)
Former Director of BNFL Plc (from November 2000 to March 2005) and of BNG America Inc (from March 1995 to March 2006)
Former Director of Landauer Inc (from December 2001 to June 2008)

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Board Committee membership:

Member of the Sustainability Committee
Member of the Remuneration Committee

David Jenkins BA, PhD (Geology), 70

Term of office: Director of BHP Limited since March 2000. Director of BHP Billiton Limited and BHP Billiton Plc since June 2001. Dr Jenkins was last re-elected in 2007. Dr Jenkins retires from the Board by rotation at the 2009 Annual General Meetings and has indicated that he does not intend to seek re-election.

Independent: Yes

Skills and experience: David Jenkins is a recognised authority on oil and gas technology. He was previously Chief Geologist, Director Technology and Chief Technology Advisor to BP Plc. He was also a member of the Technology Advisory Committee of the Halliburton Company and the Advisory Council of Consort Resources and Chairman of the Energy Advisory Panel of Science Applications International Corporation.

Other directorships and offices (current and recent):

Director of Chartwood Resources Ltd (since November 1998)
Director of Mintaka International (Oil & Gas) Limited (previously Orion International (Oil & Gas) Ltd) (since March 2005)
Former Director of Orion International Petroleum Limited (previously Director of Orion International Petroleum (Gibraltar) Limited) (from June 2007 to December 2008)
Former Director of Orion Sangaw North Limited (from July 2008 to December 2008)

Board Committee membership:

Member of the Remuneration Committee
Member of the Risk and Audit Committee

David Morgan AO, BEc, MSc, PhD, 62

Term of office: Director of BHP Billiton Limited and BHP Billiton Plc since January 2008. Dr Morgan was elected in 2008.

Independent: Yes

Skills and experience: David Morgan was the Managing Director and Chief Executive Officer of Westpac Banking Corporation from March 1999 until January 2008. He has extensive experience in the financial sector, having worked in the International Monetary Fund in Washington DC in the 1970s and the Australian Federal Treasury in the 1980s where he headed all major areas before being appointed Senior Deputy Secretary. Dr Morgan joined Westpac in 1990 where he had responsibility for all major operating divisions, including Westpac Financial Services, Retail Banking, Commercial Banking, Corporate and Institutional Banking and International Banking.

Other directorships and offices (current and recent):

Chairman of J C Flowers & Co. Australia (since June 2008)
Former Managing Director and Chief Executive Officer of Westpac Banking Corporation (from March 1999 to January 2008)

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Former Chairman of Westpac New Zealand Limited (from September 2006 to December 2007)
Former Director of Westpac New Zealand Limited (from September 2006 to January 2008)
Former Chairman of the Australian Bankers’ Association, and former member of the Business Council of Australia, ASIC Business Consultative Panel and International Monetary Conference (variously from March 1999 to January 2008)

Board Committee membership:

Member of the Risk and Audit Committee

Wayne Murdy BSc (Business Administration), CPA, 65

Term of office: Director of BHP Billiton Limited and BHP Billiton Plc since 18 June 2009. Mr Murdy will seek election at the 2009 Annual General Meetings.

Independent: Yes

Skills and experience: Wayne Murdy served as the Chief Executive Officer of Newmont Mining Corporation from January 2001 to June 2007 and Chairman of Newmont from January 2002 to December 2007. His background is in finance and accounting where he has gained comprehensive experience in the financial management of mining, oil and gas companies during his career with Getty Oil, Apache Corporation and Newmont. Mr Murdy is also a former Chairman of the International Council on Mining and Metals, a former Director of the National Mining Association and a former member of the Manufacturing Council of the US Department of Commerce.

Other directorships and offices (current and recent):

Director of Weyerhaeuser Company (since January 2009)
Director of Qwest Communications International Inc (since September 2005)
Former Chief Executive Officer (from January 2001 to June 2007) and Chairman (from January 2002 to December 2007) of Newmont Mining Corporation
Former Chairman of the International Council of Mining and Metals (from 2004 to 2006)
Former Director of the National Mining Association (from 2002 to 2007)

Board Committee membership:

Member of the Risk and Audit Committee

Jacques Nasser AO, BBus, Hon DT, 61

Term of office: Appointed a non-executive Director of BHP Billiton Limited and BHP Billiton Plc on 26 April 2006 with effect from 6 June 2006. Mr Nasser was last re-elected in 2008.

Independent: Yes

Skills and experience: Following a 33-year career with Ford in various leadership positions in Europe, Australia, Asia, South America and the US, Jacques Nasser served as a member of the Board of Directors and as President and Chief Executive Officer of Ford Motor Company from 1998 to 2001. He has more than 30 years’ experience in large-scale global businesses.

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Other directorships and offices (current and recent):

Director of British Sky Broadcasting Group Plc (since November 2002)
Partner of One Equity Partners (since November 2002)
Member of the International Advisory Council of Allianz Aktiengesellschaft (since February 2001)
Former Director of Quintiles Transnational Corporation (from March 2004 to November 2007)
Former Director of Brambles Limited (from March 2004 to January 2008)

Board Committee membership:

Member of the Risk and Audit Committee

Keith Rumble BSc, MSc (Geochemistry), 55

Term of office: Appointed a Director of BHP Billiton Limited and BHP Billiton Plc in September 2008. Mr Rumble was elected at the 2008 Annual General Meetings.

Independent: Yes

Skills and experience: Keith Rumble was until recently Chief Executive Officer of SUN Mining, a whollyowned entity of the SUN Group, a principal investor and private equity fund manager in Russia, India and other emerging and transforming markets. He has over 30 years’ experience in the resources industry, specifically in titanium and platinum mining, and is a former Chief Executive Officer of Impala Platinum (Pty) Ltd and former Chief Executive Officer of Rio Tinto Iron and Titanium Inc. He began his career at Richards Bay Minerals in 1980, and held various management positions, before becoming Chief Executive Officer in 1996.

Other directorships and offices (current and recent):

Board of Governors of Rhodes University (since 2005)
Trustee of the World Wildlife Fund, South Africa (since 2006)

Board Committee membership:

Member of the Sustainability Committee

John Schubert BCh Eng, PhD (Chem Eng), FIEAust, FTSE, 66

Term of office: Director of BHP Limited since June 2000 and a Director of BHP Billiton Limited and BHP Billiton Plc since June 2001. Dr Schubert was last re-elected in 2008.

Independent: Yes

Skills and experience: John Schubert has considerable experience in the international oil industry, including at Chief Executive Officer level. He has had executive mining and financial responsibilities and was Chief Executive Officer of Pioneer International Limited for six years, where he operated in the building materials industry in 16 countries. He has experience in mergers, acquisitions and divestments, project analysis and management. He was previously Chairman and Managing Director of Esso Australia Limited and President of the Business Council of Australia.

Other directorships and offices (current and recent):

Chairman of Commonwealth Bank of Australia (since November 2004) and Director (since October 1991)
Director of Qantas Airways Limited (since October 2000)

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Chairman of G2 Therapies Pty Limited (since November 2000)
Former Chairman and Director of Worley Parsons Limited (from November 2002 until February 2005)

Board Committee membership:

Chairman of the Sustainability Committee
Member of the Nomination Committee

Group Company Secretary

Jane McAloon BEc (Hons), LLB, GDipGov, FCIS, 45

Term of office: Jane McAloon was appointed Group Company Secretary in July 2007 and joined the BHP Billiton Group in September 2006 as Company Secretary for BHP Billiton Limited.

Skills and experience: Prior to joining BHP Billiton, Jane McAloon held the position of Company Secretary and Group Manager External and Regulatory Services in the Australian Gas Light Company. She previously held various State and Commonwealth government positions, including Director General of the NSW Ministry of Energy and Utilities and Deputy Director General for the NSW Cabinet Office, as well as working in private legal practice. She is a Fellow of the Institute of Chartered Secretaries.

4.2 Group Management Committee

Marius Kloppers BE (Chem), MBA, PhD (Materials Science), 47

Chief Executive Officer and executive Director

Chairman of the Group Management Committee

Marius Kloppers has been active in the mining and resources industry since 1993 and was appointed Chief Executive Officer in October 2007. He was previously Chief Commercial Officer, Chief Marketing Officer, Group Executive of Billiton Plc, Chief Executive of Samancor Manganese and held various positions at Billiton Aluminium, among them Chief Operating Officer and General Manager of Hillside Aluminium.

Alberto Calderon PhD Econ, M Phil Econ, JD Law, BA Econ, 49

Group Executive and Chief Commercial Officer

Member of the Group Management Committee

Alberto Calderon joined the Group as President Diamonds and Specialty Products in February 2006 and was appointed to his current position as Chief Commercial Officer in July 2007. Prior to this, he was Chief Executive Officer of Cerrejón Coal Company from July 2002. His previous positions include President of Ecopetrol, President of the Power Company of Bogotá and various senior roles in investment banking and in the Colombian Government.

Andrew Mackenzie BSc (Geology), PhD (Chemistry), 52

Group Executive and Chief Executive Non-Ferrous

Member of the Group Management Committee

Andrew Mackenzie joined BHP Billiton in November 2008 in his current position as Chief Executive Non-Ferrous. His prior career included time with Rio Tinto, where he was Chief Executive of Diamonds and Minerals, and with BP, where he held a number of senior roles, including Group Vice President for Technology and Engineering, and Group Vice President for Chemicals. He is a non-executive Director of Centrica plc.

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Marcus Randolph BSc, MBA, 53

Group Executive and Chief Executive Ferrous and Coal

Member of the Group Management Committee

Marcus Randolph was previously Chief Organisation Development Officer, President Diamonds and Specialty Products, Chief Development Officer Minerals and Chief Strategic Officer Minerals for BHP Billiton. His prior career includes Chief Executive Officer, First Dynasty Mines, Mining and Minerals Executive, Rio Tinto Plc, Director of Acquisitions and Strategy, Kennecott Inc, General Manager Corporacion Minera Nor Peru, Asarco Inc, and various mine operating positions in the US with Asarco Inc. He has been in his current position as Chief Executive Ferrous and Coal since July 2007.

Alex Vanselow BComm, Wharton AMP, 47

Group Executive and Chief Financial Officer

Member of the Group Management Committee and Chairman of the Investment Committee and Financial Risk Management Committee

Alex Vanselow joined the Group in 1989 and was appointed Chief Financial Officer in March 2006. He was previously President Aluminium, Chief Financial Officer of Aluminium, Vice President Finance and Chief Financial Officer of Orinoco Iron CA, and Manager Accounting and Control BHP Iron Ore. His prior career was with Arthur Andersen.

Karen Wood BEd, LLB (Hons), 53

Group Executive and Chief People Officer

Member of the Group Management Committee and Chairman of the Global Ethics Panel

Karen Wood’s previous positions with BHP Billiton were Chief Governance Officer, Group Company Secretary and Special Adviser and Head of Group Secretariat. She is a member of the Takeovers Panel (Australia), a Fellow of the Institute of Chartered Secretaries and a member of the Law Council of Australia and the Law Institute of Victoria. Before joining BHP Billiton, she was General Counsel and Company Secretary for Bonlac Foods Limited. She has been in her current position as Chief People Officer since July 2007.

J Michael Yeager BSc, MSc, 56

Group Executive and Chief Executive Petroleum

Member of the Group Management Committee

Mike Yeager joined the Group in April 2006 as Chief Executive Petroleum (formerly titled Group President Energy). He was previously Vice President, ExxonMobil Development Company with responsibility for major joint venture projects. Other previous roles include Senior Vice President, Imperial Oil Ltd and Chief Executive Officer, Imperial Oil Resources, Vice President Africa, ExxonMobil Production Company, Vice President Europe, ExxonMobil Production Company and President, Mobil Exploration and Production in the US.

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5 Corporate Governance Statement

5.1 Governance at BHP Billiton

BHP Billiton’s Corporate Objective is to create long-term value for shareholders through the discovery, development and conversion of natural resources and the provision of innovative customer and market-focused solutions.

In pursuing the Corporate Objective, we have committed to the highest level of governance and strive to foster a culture that values and rewards exemplary ethical standards, personal and corporate integrity and respect for others.

Our approach to governance is predicated on the belief that there is a link between high-quality governance and the creation of long-term shareholder value. Our expectations of our employees and those to whom we contract business are set out in our Code of Business Conduct .

This statement outlines our system of governance. Shareholders are reminded that we operate as a single economic entity under a Dual Listed Company (DLC) structure with a unified Board and management. We have primary listings in Australia and the UK and are registered with the US Securities and Exchange Commission and listed on the New York Stock Exchange (NYSE). In formulating our governance framework, the regulatory requirements in Australia, the UK and the US have been taken into account, together with prevailing standards of best practice. Where governance principles vary across these jurisdictions the Board has resolved to adopt what we consider to be the better of the prevailing standards.

It is our view that governance is not just a matter for the Board; a good governance culture must be fostered throughout the organisation.

The current economic and business environment underscores the need for continued high standards of corporate governance. There is a heightened level of interest in companies’ approaches to risk management and assurance. While the Board and the Risk and Audit Committee (RAC) are at the apex of the Group’s risk management and assurance framework, the diagram in section 5.5.1 highlights one additional aspect of BHP Billiton’s approach—the use of Customer Sector Group Risk and Audit Committees (CSG RACs), chaired by a Board RAC member. While CSG RACs are management committees, and therefore do not entail any delegation of responsibility from the Board’s RAC, the Board believes that the link back to the RAC facilitates a deeper understanding of risk management and assurance issues throughout the Group.

This is also clearly a time where engagement with shareholders is more important than ever. As representatives of shareholders accountable to them for the Group’s performance, it is a key part of the Board’s approach to governance to ensure shareholders’ views are heard and understood. The Board governs the Group consistent with our long-stated business strategy and commitment to a transparent and high-quality governance system.

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BHP Billiton Governance Structure

==> picture [448 x 299] intentionally omitted <==

----- Start of picture text -----

Board
(Board Governance
Document)
Risk & Audit Sustainability Nomination Remuneration
Committee Committee Committee Committee
Chief Executive Officer
MANAGEMENT GOVERNANCE AND ASSURANCE
External Auditor
Policies Key Standards and Procedures
BHP Billiton Charter Anti-Bribery Standard
BHP Billiton Code of Business Conduct Anti-Trust Standard
Group Audit Services(internal audit) BHP Billiton WayRisk Management PolicySustainable Development Policy Communications, Media and Investor Relations StandardConflict of Interest StandardContracts and Commitments Standard
Resource Planning, Extraction Environment Standard
and Development Policy Financial Reporting Standard
Health, Safety, Environment Human Resources Policy Financial External Reporting Procedure
Financial Management Reporting Procedure
and Community Auditors Fraud Management Procedure
Peer Review Key Committees Group Management CommitteeFinancial Risk Management Committee HSEC Management StandardInvestment StandardMarket Disclosure Procedure
Major Projects CSG RACsInvestment Committee Market Risk Management StandardReward and Recognition Standard
Disclosure Committee Risk Management Standard
Global Ethics Panel Securities Dealing Procedure
Ore/Oil/Gas Market Risk Management Committee
Reserves Review
Delegation Accountability
ASSURANCE
----- End of picture text -----

5.2 Shareholder engagement

The Board represents the Group’s shareholders and is accountable to them for creating and delivering value through the effective governance of the business.

The Board has developed a strategy for engaging and communicating with shareholders, key aspects of which are outlined below.

Shareholders vote on important matters affecting the business, including the election of Directors, changes to our constitutional documents, the receipt of annual financial statements and incentive arrangements for executive Directors.

Shareholders are encouraged to make their views known to us and to raise directly any matters of concern. The Chairman has regular meetings with institutional shareholders and investor representatives to discuss governance matters. The Remuneration Committee Chairman also meets with institutional shareholders and investor representatives to discuss executive remuneration issues. In each case the views and concerns that have been raised are reported to the Board, which facilitates other Directors developing an understanding of the views of major shareholders. The Chief Executive Officer (CEO), Chief Financial Officer (CFO) and investor relations team meet regularly with institutional shareholders to discuss our strategy, financial and operating performance.

The Dual Listed Company structure means that Annual General Meetings of BHP Billiton Plc and BHP Billiton Limited are held in the United Kingdom and Australia around late October and November, respectively, each year. Shareholders are encouraged to attend the Annual General Meetings and to use these opportunities to ask questions. Questions can be registered prior to the meeting by completing the relevant form accompanying the Notice of Meeting or by emailing the Group at [email protected] . Questions that have been

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lodged ahead of the meeting, and the answers to them, are posted to our website. The External Auditor attends the Annual General Meetings and is available to answer questions. Shareholders may appoint proxies electronically through our website. The Notice of Meeting describes how this can be done.

Proceedings at shareholder meetings and important briefings are broadcast live from our website. Copies of the speeches delivered by the Chairman and CEO to the Annual General Meetings, a summary of the proceedings and the outcome of voting on the items of business are posted to our website following both meetings.

5.3 Board of Directors

5.3.1 Role and responsibilities

The Board’s role is to represent the shareholders and it is accountable to them for creating and delivering value through the effective governance of the business.

The Board has published a Board Governance Document , which is a statement of the practices and processes the Board has adopted to discharge its responsibilities. It includes the processes the Board has implemented to undertake its own tasks and activities; the matters it has reserved for its own consideration and decision-making; the authority it has delegated to the CEO, including the limits on the way in which the CEO can execute that authority; and provides guidance on the relationship between the Board and the CEO.

The Board Governance Document can be found at www.bhpbilliton.com/aboutus/governance .

The matters that the Board has specifically reserved for its decision are:

the appointment of the CEO and approval of the appointments of direct reports to the CEO
approval of the overall strategy and annual budgets of the business
determination of matters in accordance with the Approvals Framework
formal determinations that are required by the Group’s constitutional documents, by statute or by other external regulation.

The Board is free to alter the matters reserved for its decision, subject to the limitations imposed by the constitutional documents and the law.

Beyond those matters, the Board has delegated all authority to achieve the Corporate Objective to the CEO, who is free to take all decisions and actions which, in the CEO’s judgement, are reasonable having regard to the limits imposed by the Board. The CEO remains accountable to the Board for the authority that is delegated, and for the performance of the business. The Board monitors the decisions and actions of the CEO and the performance of the business to gain assurance that progress is being made towards the Corporate Objective, within the limits it has imposed. The Board also monitors the performance of the Group through its Committees. Reports from each of the Committees are set out in section 5.5.

The CEO is required to report regularly in a spirit of openness and trust on the progress being made by the business. The Board and its Committees determine the information required from the CEO and any employee or external party, including the External Auditor. Open dialogue between individual members of the Board and the CEO and other employees is encouraged to enable Directors to gain a better understanding of our business.

Key activities during the year

A key challenge for the Board has been governing the Group, with management, through the current global recession and depressed commodity markets the likes of which have rarely been encountered. The Group has a

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long-held strategy of investing and developing long-life, low-cost, expandable, export-oriented, tier one assets while maintaining a solid A credit rating and, while we are clearly affected by the downturn in commodity demand, we have a very sound balance sheet and are well positioned to take advantage of the recovery as it occurs.

An important decision made by the Board during the year was not to pursue the pre-conditional offers for Rio Tinto in the light of altered risk dimensions. The Board subsequently considered, and approved, the entry into a non-binding agreement with Rio Tinto to establish a production joint venture covering the entirety of both companies’ Western Australian iron ore assets.

Another significant task undertaken by the Board is the succession process for the Chairman. This is discussed in more detail in section 5.4.3. This process is owned by the Board as a whole, with the Nomination Committee supporting the process and supporting the Board in its decision-making.

The Board also considered major business decisions, including capital projects and capital management strategies. Examples of capital projects approved by the Board are:

A major capacity expansion at Western Australia Iron Ore, known as Rapid Growth Project 5 (RGP5). RGP5 is designed to increase installed capacity across our Western Australia Iron Ore operations by 50 million tonnes to 205 million tonnes per annum (100 per cent basis). The Board approved capital expenditure of approximately US$4.8 billion.
Further expansion of the Bass Strait Turrum oil and gas field. In July 2008, the Board approved capital expenditure of approximately US$625 million.

The Board is satisfied that it has discharged its obligations as set out in the Board Governance Document .

5.3.2 Membership

The Board currently has 14 members. Of these, 13, including the Chairman, are independent non-executive Directors. The non-executive Directors are considered by the Board to be independent of management and free from any business relationship or other circumstance that could materially interfere with the exercise of objective, unfettered or independent judgement. Further information on the process for assessing independence is in section 5.3.5.

Alan Boeckmann and Keith Rumble joined the Board on 1 September 2008, and Wayne Murdy joined the Board on 18 June 2009. David Jenkins has indicated his intention to retire from the Board at the conclusion of the 2009 Annual General Meetings. In addition, as announced in early August, Jacques Nasser will succeed Don Argus as Chairman when Mr Argus retires as Chairman and a non-executive Director in early 2010. A succession planning process for the Chairman of the Risk and Audit Committee, David Crawford, is also under way. Section 5.4.3 contains further details about succession planning.

The Board considers that there is an appropriate balance between executive and non-executive Directors, with a view to promoting shareholder interests and governing the business effectively. While the Board includes a smaller number of executive Directors than is common for UK listed companies, its composition is appropriate for the Dual Listed Company structure and is in line with Australian listed company practice. In addition, the Board has extensive access to members of senior management. Members of the Group Management Committee (the most senior executives in the Group) attend all the regularly scheduled Board meetings, by invitation, where they make presentations and engage in discussions with Directors, answer questions, and provide input and perspective on their areas of responsibility. (The Board also deliberates in the absence of management, for part of each meeting.)

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The Directors of the Group are:

Mr Don Argus (Chairman) Mr Marius Kloppers Mr Paul Anderson Mr Alan Boeckmann Dr John Buchanan Mr Carlos Cordeiro Mr David Crawford The Hon E Gail de Planque Dr David Jenkins Dr David Morgan Mr Wayne Murdy Mr Jacques Nasser Mr Keith Rumble Dr John Schubert

The biographical details of the Directors are set out in section 4.1 of this Annual Report.

5.3.3 Skills, knowledge, experience and attributes of Directors

The Board considers that the executive and non-executive Directors together have the range of skills, knowledge and experience necessary to enable them to effectively govern the business. The non-executive Directors contribute international and operational experience; understanding of the sectors in which we operate; knowledge of world capital markets; and an understanding of the health, safety, environmental and community challenges that we face. The executive Director brings additional perspectives to the Board’s work through a deep understanding of the Group’s business.

Directors must demonstrate unquestioned honesty and integrity, preparedness to question, challenge and critique and a willingness to understand and commit to the highest standards of governance. Each Director must ensure that no decision or action is taken that places his or her interests in front of the interests of the business.

Directors commit to the collective decision-making processes of the Board. Individual Directors are required to debate issues openly and constructively and be free to question or challenge the opinions of others.

The Nomination Committee assists the Board in ensuring that the Board is comprised of high-calibre individuals whose background, skills, experience and personal characteristics will augment the present Board and meet its future needs.

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Director qualifications

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Engineering, 4 Directors Business/Finance, 6 Directors
Science, 4 Directors
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Director industry background/experience

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Engineering, 1 Director
Resources, 4 Directors
Banking/Finance, 4 Directors
Energy, 4 Directors
Manufacturing, 1 Director
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Non-executive Director locations

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Africa, 1 Director
UK, 2 Directors
Hong Kong, 1 Director
Australia, 4 Directors
US, 5 Directors
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5.3.4 Chairman

The Chairman, Don Argus, is considered by the Board to be independent. He was appointed Chairman of BHP Limited in 1999 and has been Chairman of the Group since 2001. As discussed in further detail in section 5.4.3, Mr Argus will retire as Chairman and as a Director in early 2010, at which time Jacques Nasser will become Chairman.

The Chairman is responsible for:

ensuring that the principles and processes of the Board are maintained, including the provision of accurate, timely and clear information
encouraging debate and constructive criticism
setting agendas for meetings of the Board, in conjunction with the CEO and Group Company Secretary, that focus on the strategic direction and performance of our business
leading the Board and individual Director performance assessments
speaking and acting for the Board and representing the Board to shareholders
presenting shareholders’ views to the Board
facilitating the relationship between the Board and the CEO.

The Board considers that none of Mr Argus’ other commitments (set out in section 4.1 of this Annual Report) interfere with the discharge of his responsibilities to the Group. The Board is satisfied that he makes sufficient time available to serve the Group effectively.

The Group does not have a Deputy Chairman, but has identified John Schubert to act as Chairman should the need arise at short notice. John Buchanan is the Senior Independent Director for BHP Billiton Plc.

5.3.5 Independence

The Board is committed to ensuring a majority of Directors are independent.

Process to determine independence

The Board has developed a policy that it uses to determine the independence of its Directors. This determination is carried out annually or at any other time where the circumstances of a Director change such as to warrant reconsideration.

A copy of the Policy on Independence of Directors is available at www.bhpbilliton.com/aboutus/governance .

The Policy provides that the test of independence is whether the Director is: ‘independent of management and any business or other relationship that could materially interfere with the exercise of objective, unfettered or independent judgement by the Director or the Director’s ability to act in the best interests of the BHP Billiton Group’.

Where a Director is considered by the Board to be independent, but is affected by circumstances that may give rise to a perception that the Director is not independent, the Board has undertaken to explain the reasons why it reached its conclusion. In applying the independence test, the Board considers relationships with management, major shareholders, subsidiary and associated companies and other parties with whom the Group transacts business against predetermined materiality thresholds, all of which are set out in the Policy. A summary of the factors that may be perceived to impact the independence of Directors is set out below.

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Tenure

The Board has a policy requiring non-executive Directors who have served on the Board for nine years or more from the date of their first election to stand for annual re-election after the conclusion of their current term.

Two Directors, Don Argus and David Crawford, have served on the Board for more than nine years from the date of their first election. Mr Argus will retire as Chairman and as a Director in early 2010, and a succession planning process is under way for the Risk and Audit Committee Chairman (a position currently held by Mr Crawford). Both Mr Argus and Mr Crawford are standing for re-election at the 2009 Annual General Meetings, having undergone a formal performance assessment. The Board does not believe that either of these Directors has served for a period that could materially interfere with their ability to act in the best interests of the Group. The Board also believes that they have retained independence of character and judgement and have not formed associations with management (or others) that might compromise their ability to exercise independent judgement or act in the best interests of the Group.

Retirement plan

The former Directors of BHP Limited (Don Argus, David Crawford, David Jenkins and John Schubert) participated in a retirement plan approved by shareholders in 1989. The plan was closed on 24 October 2003 and benefits accrued to that date, together with interest earned on the benefits, have been preserved and will be paid on retirement. The Board does not believe that the independence of any participating Director is compromised as a result of this plan.

Relationships and associations

David Crawford was the National Chairman of KPMG in Australia. He retired in June 2001 and has no ongoing relationship with KPMG. KPMG was a joint auditor of Billiton Plc prior to the merger with BHP Limited and of BHP Billiton up to 2003 and the sole auditor of BHP Billiton from December 2003. The Board considers this matter on an annual basis and does not consider Mr Crawford’s independence to be compromised. The Board considers Mr Crawford’s financial acumen to be important in the discharge of the Board’s responsibilities. Accordingly, his membership of the Board and Chairmanship of the Risk and Audit Committee is considered by the Board to be appropriate and desirable. As discussed in section 5.4.3, a succession planning process is under way for the Risk and Audit Committee Chairman.

In June 2006, the Board reappointed former Chief Executive Officer Paul Anderson as a non-executive Director. Before appointing Mr Anderson, the Board considered his independence in light of the Policy on Independence of Directors, the UK Combined Code and the ASX Corporate Governance Council Principles and Recommendations. Each of these include that a measure of independence is whether a Director is a former executive. The Policy on Independence of Directors and the UK Combined Code use a five-year time frame, while the ASX Corporate Governance Council uses a benchmark of three years between leaving executive office and joining the board. The Board considers Mr Anderson to be independent. At the time of his appointment as non-executive Director, almost four years had elapsed since Mr Anderson had retired as Chief Executive Officer. The Board maintains the view that this previous employment history does not interfere with his objective, unfettered or independent judgement or affect his ability to act in the best interests of the Group.

Some of the Directors hold or previously held positions in companies with which we have commercial relationships. Those positions and companies are set out in section 4.1 of this Annual Report. The Board has assessed all of the relationships between the Group and companies in which Directors hold or held positions and has concluded that in all cases, the relationships do not interfere with the Directors’ exercise of objective, unfettered or independent judgement or their ability to act in the best interests of our business. A specific instance is Alan Boeckmann, who is the Chairman and CEO of Fluor Corporation, a company with which BHP Billiton has commercial dealings. Fluor Corporation operates in the engineering, procurement, construction and

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project management sectors, and it is Mr Boeckmann’s breadth of current management experience across these sectors that brings significant value to the Board. Prior to and since the appointment of Mr Boeckmann as a Director, the Board has assessed the relationships between BHP Billiton and Fluor Corporation, and remains satisfied that Mr Boeckmann is able to apply objective, unfettered and independent judgement and act in the best interests of the BHP Billiton Group notwithstanding his role with Fluor Corporation. In addition, no commercial dealings with Fluor Corporation were discussed at Board or Board Committee level, and to the extent they are in the future Mr Boeckmann will absent himself fully from those deliberations.

Transactions during the year that amounted to related-party transactions with Directors or Director-related entities under International Financial Reporting Standards (IFRS) are outlined in note 32 ‘Key Management Personnel’ to the financial statements.

Don Argus and Jacques Nasser hold cross-directorships as they are both members of the International Advisory Board of Allianz Aktiengesellschaft. The Board has assessed these relationships and concluded that the relationships do not interfere with the Directors’ exercise of objective, unfettered or independent judgement or the Directors’ ability to act in the Group’s best interests.

Executive Director

The executive Director, Marius Kloppers, is not considered independent because of his executive responsibilities. Mr Kloppers does not hold directorships in any other company included in the ASX 100 or FTSE 100.

Conflicts of interest

In October 2008, provisions of the UK Companies Act 2006 took effect, requiring directors to avoid a situation where they have, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the company’s interests. In accordance with the Act, BHP Billiton Plc’s Articles of Association were amended at the 2008 Annual General Meetings to allow the Directors to authorise conflicts and potential conflicts where appropriate. A procedure operates to ensure the disclosure of conflicts, and for the consideration and, if appropriate, the authorisation of them by non-conflicted Directors. The Nomination Committee supports the Board in this process, both by reviewing requests from Directors for authorisation of situations of actual or potential conflict and making recommendations to the Board, and by regularly reviewing any situations of actual or potential conflict that have previously been authorised by the Board, and making recommendations regarding whether the authorisation remains appropriate.

5.3.6 Senior Independent Director

The Board has appointed John Buchanan as the Senior Independent Director of BHP Billiton Plc in accordance with the UK Combined Code. Dr Buchanan is available to shareholders who have concerns that cannot be addressed through the Chairman, CEO or CFO.

5.3.7 Terms of appointment

The Board has adopted a letter of appointment that contains the terms on which non-executive Directors will be appointed, including the basis upon which they will be indemnified.

A copy of the letter is available at www.bhpbilliton.com/aboutus/governance .

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5.3.8 Induction and training

Each new non-executive Director undertakes an induction program specifically tailored to their needs.

A copy of an indicative induction program is available at www.bhpbilliton.com/aboutus/governance.

Non-executive Directors participate in the Board’s training and development program, which has been designed to ensure that non-executive Directors update their skills and knowledge to maximise their effectiveness as Directors throughout their tenure. The training and development program covers not only matters of a business nature, but also matters falling into the environmental, social and governance (ESG) area. One of the outcomes of the externally assisted review of Board Committees in 2008 was that the Nomination Committee should have oversight of the Directors’ Training and Development Program. The Nomination Committee’s Terms of Reference have been amended accordingly. The benefit of this approach is that induction and learning opportunities can be tailored to Directors’ Committee memberships, and that the process in relation to Committee composition, succession and training and development is coordinated to ensure a link with the Nomination Committee’s role in securing the supply of talent to the Board.

5.3.9 Independent advice

The Board and its Committees may seek advice from independent experts whenever it is considered appropriate. Individual Directors, with the consent of the Chairman, may seek independent professional advice on any matter connected with the discharge of their responsibilities, at the Group’s expense.

5.3.10 Remuneration

Details of our remuneration policies and practices and the remuneration paid to the Directors (executive and non-executive) are set out in the Remuneration Report in section 6 of this Annual Report. Shareholders will be invited to consider and to approve the Remuneration Report at the 2009 Annual General Meetings.

5.3.11 Share ownership

Non-executive Directors have agreed to apply at least 25 per cent of their remuneration to the purchase of BHP Billiton shares until they achieve a shareholding equivalent in value to one year’s remuneration. Thereafter, they must maintain at least that level of shareholding throughout their tenure. All dealings by Directors are subject to the Group’s Securities Dealing Procedure and are reported to the Board and to the stock exchanges.

Information on our policy governing the use of hedge arrangements over shares in BHP Billiton by both Directors and members of the Group Management Committee is set out in section 6.1.2 of this Annual Report.

Details of the shares held by Directors are set out in section 7.20 of this Annual Report.

5.3.12 Meetings

The Board meets as often as necessary to fulfil its role. During the reporting year it met 12 times, with seven of those meetings being held in Australia, three in the UK, one in the US and one in China. Generally, meetings run for two days. The non-executive Directors meet at the end of each Board meeting in the absence of the executive Director and management. Attendance by Directors at Board and Board Committee meetings is set out in the table in section 5.4.1.

Members of the Group Management Committee and other members of senior management attended meetings of the Board by invitation. Senior managers delivered presentations on the status and performance of our businesses and matters reserved for the Board, including the approval of budgets, annual financial statements and business strategy.

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5.3.13 Company Secretaries

Jane McAloon is the Group Company Secretary. The Group Company Secretary is responsible for developing and maintaining the information systems and processes that enable the Board to fulfil its role. The Group Company Secretary is also responsible to the Board for ensuring that Board procedures are complied with and advising the Board on governance matters. All Directors have access to the Group Company Secretary for advice and services. Independent advisory services are retained by the Group Company Secretary at the request of the Board or Board Committees. Ms McAloon is supported by Fiona Smith, who is Deputy Company Secretary of BHP Billiton Limited, and Elizabeth Hobley and Geof Stapledon, who are Deputy Company Secretaries of BHP Billiton Plc. The Board appoints and removes the Company Secretaries.

5.4 Board of Directors—Review, re-election and renewal

5.4.1 Review

The Board is committed to transparency in determining Board membership and in assessing the performance of Directors. Contemporary performance measures are considered an important part of this process.

The Board conducts regular evaluations of its performance, its Committees, the Chairman, individual Directors and the governance processes that support Board work. The evaluation of the Board’s performance is conducted by focusing on individual Directors in one year and the Board as a whole in the following year. In addition, the Board conducts evaluations of the performance of Directors retiring and seeking re-election and uses the results of the evaluation when considering the re-election of Directors. External independent advisers are engaged to assist these processes as necessary. It is thought that the involvement of an independent third party has assisted the evaluation processes to be both rigorous and fair. This year, there was an externally assisted evaluation of individual Directors that started in the previous financial year. In addition there was an internal review of the performance of the Board as a whole (the previous Board review was facilitated externally) and an internal review of each Board Committee to ensure they continue to satisfy their Terms of Reference. The review of the Board as a whole indicated that the Board is continuing to function effectively and in accordance with the terms of the Board Governance Document .

The evaluation of individual Directors focuses on the contribution of the Director to the work of the Board and the expectations of Directors as specified in the Group’s governance framework. The performance of individual Directors is assessed against a range of criteria, including the ability of the Director to:

consistently take the perspective of creating shareholder value
contribute to the development of strategy
understand the major risks affecting the business
provide clear direction to management
contribute to Board cohesion
commit the time required to fulfil the role
listen to and respect the ideas of fellow Directors and members of management.

The effectiveness of the Board as a whole and of its Committees is assessed against the accountabilities set down in the Board Governance Document and each of the Committees’ Terms of Reference. Matters considered in the assessment include:

the effectiveness of discussion and debate at Board and Committee meetings
the effectiveness of the Board’s and Committees’ processes and relationship with management
the quality and timeliness of meeting agendas, Board and Committee papers and secretariat support
the composition of the Board and each Committee, focusing on the blend of skills and experience.

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The process is managed by the Chairman, but feedback on the Chairman’s performance is provided to him by Dr Schubert.

Information about the performance review process for executives is set out in section 5.7.

Attendance at Board and Board Committee meetings during the year ended 30 June 2009

Paul Anderson . . . . . . . . . . . . . . . . . . . . . . . Don Argus . . . . . . . . . . . . . . . . . . . . . . . . . . Alan Boeckmann (1) . . . . . . . . . . . . . . . . . . . John Buchanan . . . . . . . . . . . . . . . . . . . . . . Carlos Cordeiro . . . . . . . . . . . . . . . . . . . . . . David Crawford . . . . . . . . . . . . . . . . . . . . . E Gail de Planque . . . . . . . . . . . . . . . . . . . . David Jenkins . . . . . . . . . . . . . . . . . . . . . . . Marius Kloppers . . . . . . . . . . . . . . . . . . . . . David Morgan . . . . . . . . . . . . . . . . . . . . . . . Wayne Murdy (2) . . . . . . . . . . . . . . . . . . . . . Jacques Nasser . . . . . . . . . . . . . . . . . . . . . . Keith Rumble (3) . . . . . . . . . . . . . . . . . . . . . John Schubert . . . . . . . . . . . . . . . . . . . . . . .	Board A B 12 12 12 12 11 11 12 12 12 12 12 12 12 12 12 12 12 12 12 12 1 1 12 12 11 11 12 12	Risk and Audit A B 9 9 9 9 9 9 1 1 9 7	Nomination A B 7 7 7 7 7 7	Remuneration A B 3 3 7 7 7 6 7 7 7 7	Sustainability
				A 3 7 7 7 7	A B 7 7 7 7 3 3 7 7

Column A—indicates the number of meetings held during the period the Director was a member of the Board and/or Committee.

Column B—indicates the number of meetings attended during the period the Director was a member of the Board and/or Committee.

(1) Alan Boeckmann was appointed to the Board on 1 September 2008, and to the Remuneration Committee on 29 January 2009.
(2) Wayne Murdy was appointed to the Board on 18 June 2009, and to the Risk and Audit Committee on 23 June 2009.
(3) Keith Rumble was appointed to the Board on 1 September 2008, and to the Sustainability Committee on 29 January 2009.

5.4.2 Re-election

At least one-third of Directors retire at each Annual General Meeting. Directors are not appointed for a fixed term and must submit themselves to shareholders for re-election after three years. The period that Directors have served on the Board and the years in which they were first appointed and last elected are set out in section 4.1 of this Annual Report.

In addition, the Board has a policy that non-executive Directors who have served on the Board for more than nine years from the date of their first election must stand for re-election annually from the first Annual General Meeting after the expiration of their current term.

Board support for re-appointment is not automatic. Retiring Directors who are seeking re-election are subject to a performance appraisal overseen by the Nomination Committee. Following that appraisal, the Board, on the recommendation of the Nomination Committee, makes a determination as to whether it will endorse a retiring Director for re-election. The Board will not endorse a Director for re-election if his or her performance is not considered satisfactory. The Board will advise shareholders in the Notice of Meeting whether or not re-election is supported.

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5.4.3 Renewal

The Board plans for its own succession with the assistance of the Nomination Committee. In doing this, the Board:

considers the skills, knowledge and experience necessary to allow it to meet the strategic vision for the business
assesses the skills, knowledge and experience currently represented
identifies any skills, knowledge and experience not adequately represented and agrees the process necessary to ensure a candidate is selected who brings those traits
reviews how Board performance might be enhanced, both at an individual Director level and for the Board as a whole.

The Board believes that an orderly succession and renewal process is in the best interests of the Group. The Board believes that orderly succession and renewal is achieved as a result of careful planning, where the appropriate composition of the Board is continually under review.

When considering new appointments to the Board, the Nomination Committee oversees the preparation of a position specification that is provided to an independent recruitment organisation retained to conduct a global search. In addition to the specific skills, knowledge and experience deemed necessary, the specification contains criteria such as:

a proven track record of creating shareholder value
unquestioned integrity
a commitment to the highest standards of governance
having the required time available to devote to the job
strategic mind set, an awareness of market leadership, outstanding monitoring skills
a preparedness to question, challenge and critique
an independent point of view.

Newly appointed Directors must submit themselves to shareholders for election at the first Annual General Meeting following their appointment.

Chairman succession

As announced in early August, Jacques Nasser will succeed Don Argus as Chairman when Mr Argus retires as Chairman and a non-executive Director in early 2010. The decision to appoint Mr Nasser was agreed by the Board following a comprehensive 18-month selection process. The Board oversaw the entire succession process and was assisted in its deliberations by the Nomination Committee. Senior Independent Director for BHP Billiton Plc, John Buchanan, chaired the Board and the Nomination Committee during consideration of all matters relating to succession and internal candidates were not involved in any deliberations. In addition, the international recruitment firm, Heidrick & Struggles, was engaged as independent adviser by the Board to assist in deliberations and consideration of both internal and external candidates. KPMG supported the final process as scrutineer of a secret ballot. The Director renewal process in place for the past seven years ensured high-quality internal candidates. The process adopted by the Board complied with best practice governance requirements, including the UK Combined Code’s recommendation that the incumbent Chairman not chair the Board or the Nomination Committee when chairman succession is being considered.

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Risk and Audit Committee Chairman succession

A succession planning process for the Chairman of the Risk and Audit Committee is also under way. The Board has determined that it is in the Group’s best interests for the succession process for the Board Chairman and the Risk and Audit Committee Chairman to be conducted sequentially.

5.5 Board Committees

The Board has established Committees to assist it in exercising its authority, including monitoring the performance of the business to gain assurance that progress is being made towards the Corporate Objective within the limits imposed by the Board. The permanent Committees of the Board are the Risk and Audit Committee, the Sustainability Committee, the Nomination Committee and the Remuneration Committee. Other Committees are formed from time to time to deal with specific matters.

Each of the permanent Committees has Terms of Reference under which authority is delegated by the Board.

The Terms of Reference for each Committee can be found at www.bhpbilliton.com/aboutus/governance .

The office of the Company Secretary provides secretariat services for each of the Committees. Committee meeting agendas, papers and minutes are made available to all members of the Board. Subject to appropriate controls and the overriding scrutiny of the Board, Committee Chairmen are free to use whatever resources they consider necessary to discharge their responsibilities.

Reports from each of the Committees appear below.

5.5.1 Risk and Audit Committee Report

The Risk and Audit Committee (RAC) met nine times during the year. Information on meeting attendance by Committee members is included in the table in section 5.4.1.

Risk and Audit Committee members during the year

Risk and Audit Committee members during the year
Name David Crawford (Chairman) (1) . . . . . . . . . . . . . . . . . . . David Jenkins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . David Morgan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wayne Murdy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Jacques Nasser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Status
	Member for whole period Member for whole period Member for whole period Member from 23 June 2009 Member for whole period

(1) The Board has nominated David Crawford as the Committee’s financial expert.

Role and focus

The role of the RAC is to assist the Board in monitoring the decisions and actions of the CEO and the Group and to gain assurance that progress is being made towards the Corporate Objective within the CEO limits. The RAC undertakes this by overseeing:

the integrity of the financial statements
the appointment, remuneration, qualifications, independence and performance of the External Auditor and the integrity of the audit process as a whole
the performance and leadership of the internal audit function

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the effectiveness of the system of internal controls and risk management
compliance with applicable legal and regulatory requirements
compliance by management with constraints imposed by the Board.

CSG Risk and Audit Committees

To assist management in providing the information necessary to allow the RAC to discharge its responsibilities, Risk and Audit Committees have been established for our Customer Sector Groups (CSGs) and key functional areas such as Marketing and Treasury. As illustrated in the diagram below, these Committees, known as CSG RACs, have been established and operate as committees of management, but are chaired by members of the RAC. They perform an important monitoring function in the overall governance of the Group.

Significant financial and risk matters raised at CSG RAC meetings are reported to the RAC by the Group Financial Controller and the Vice President Risk Management and Assurance.

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Board
Risk & Audit Sustainability Nomination Remuneration
Committee Committee Committee Committee
Each CSG Risk & Audit Chief Executive Officer
Committee is chaired by a Board
Risk & Audit Committee member.
Other members include: Group
Financial Controller; VP Risk
Management and Assurance
Group Management Committee
--------------------------------------------
Other Group-level management
committees
Material issues raised at CSG Risk Businesses (CSGs),
& Audit Committees are reported to the Board Risk & Audit Marketing, Treasury
Committee by the Group Financial
Controller and the VP Risk
Management and Assurance
CSG Risk and Audit
Committees
----- End of picture text -----

Activities undertaken during the year

Integrity of financial statements

The RAC assists the Board in assuring the integrity of the financial statements. The RAC evaluates and makes recommendations to the Board about the appropriateness of accounting policies and practices, areas of judgement, compliance with Accounting Standards, stock exchange and legal requirements and the results of the external audit. It reviews the half yearly and annual financial statements and makes recommendations on specific actions or decisions (including formal adoption of the financial statements and reports) the Board should consider in order to maintain the integrity of the financial statements. From time to time, the Board may delegate authority to the RAC to approve the release of the statements to the stock exchanges, shareholders and the financial community.

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The CEO and CFO have certified that the 2009 financial statements present a true and fair view, in all material respects, of our financial condition and operating results and are in accordance with applicable regulatory requirements.

External Auditor

The RAC manages the relationship with the External Auditor on behalf of the Board. It considers the reappointment of the External Auditor each year, as well as remuneration and other terms of engagement, and makes a recommendation to the Board. The last competitive audit review was in 2003, when KPMG was appointed by the Board on the recommendation of the RAC. There are no contractual obligations that restrict the RAC’s capacity to recommend a particular firm for appointment as auditor. Shareholders are asked to approve the reappointment of the auditor each year in the UK.

The RAC evaluates the performance of the External Auditor during its term of appointment against specified criteria, including delivering value to shareholders and ourselves. The RAC reviews the integrity, independence and objectivity of the External Auditor. This review includes:

confirming that the External Auditor is, in its judgement, independent of the Group
obtaining from the External Auditor an account of all relationships between the External Auditor and the Group
monitoring the number of former employees of the External Auditor currently employed in senior positions and assessing whether those appointments impair, or appear to impair, the External Auditor’s judgement or independence
considering whether the various relationships between the Group and the External Auditor collectively impair, or appear to impair, the External Auditor’s judgement or independence
determining whether the compensation of individuals employed by the External Auditor who conduct the audit is tied to the provision of non-audit services and, if so, whether this impairs, or appears to impair, the External Auditor’s judgement or independence
reviewing the economic importance of our business to the External Auditor and assessing whether that importance impairs, or appears to impair, the External Auditor’s judgement or independence.

The External Auditor also certifies its independence to the RAC.

The audit engagement partner rotates every five years.

Although the External Auditor does provide some non-audit services, the objectivity and independence of the External Auditor is safeguarded through restrictions on the provision of these services. For example, certain types of non-audit service may only be undertaken by the External Auditor with the prior approval of the RAC, while other services may not be undertaken at all, including services where the External Auditor:

may be required to audit its own work
participates in activities that would normally be undertaken by management
is remunerated through a ‘success fee’ structure
acts in an advocacy role for our business.

Our Policy on Provision of Audit and Other Services by the External Auditor can be viewed at www.bhpbilliton.com/aboutus/governance.

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Fees paid to the Group’s External Auditor during the year for audit and other services were US$25.1 million, of which 58 per cent comprised audit fees, 24 per cent related to legislative requirements (including Sarbanes-Oxley) and 18 per cent for other services. Details of the fees paid are set out in note 36 ‘Auditor’s remuneration’ to the financial statements.

Based on the review by the RAC, the Board is satisfied that the External Auditor is independent.

Internal Audit

The Internal Audit function is carried out internally by Group Audit Services (GAS). The role of GAS is to determine whether risk management, control and governance processes are adequate and functioning. The Internal Audit function is independent of the External Auditor. The RAC reviews the mission and charter of GAS, the staffing levels and its scope of work to ensure that it is appropriate in light of the key risks we face. It also reviews and approves the annual internal audit plan.

The RAC also approves the appointment and dismissal of the Vice President Risk Management and Assurance and assesses his or her performance, independence and objectivity. The role of the Vice President Risk Management and Assurance includes achievement of the internal audit objectives, risk management policies, standards and procedures, and insurance strategy. The position is held by Stefano Giorgini. Mr Giorgini reports to management and has all necessary access to management and the right to see information and explanations, and has unfettered access to the RAC.

Effectiveness of systems of internal control and risk management

In delegating authority to the CEO, the Board has established CEO limits set out in the Board Governance Document . One of the limits is to ensure that there is a system of control in place for identifying and managing risk. The Directors, through the RAC, review the systems that have been established for this purpose and regularly review their effectiveness.

The RAC is responsible for the oversight of risk management and reviews the internal controls and risk management systems. In undertaking this role the RAC reviews the following:

procedures for identifying business risks and controlling their financial impact on the Group and the operational effectiveness of the policies and procedures related to risk and control
budgeting and forecasting systems, financial reporting systems and controls
policies and practices put in place by the CEO for detecting, reporting and preventing fraud and serious breaches of business conduct and whistle-blowing procedures
procedures for ensuring compliance with relevant regulatory and legal requirements
arrangements for protecting intellectual property and other non-physical assets
operational effectiveness of the CSG RAC structures
overseeing the adequacy of the internal controls and allocation of responsibilities for monitoring internal financial controls
policies, information systems and procedures for preparation and dissemination of information to shareholders, stock exchanges and the financial community.

For further discussion on our approach to risk management, refer to section 5.6.

During the year, the Board conducted reviews of the effectiveness of the Group’s system of internal controls for the financial year and up to the date of this Annual Report in accordance with the UK Combined

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Code on Corporate Governance (Turnbull Guidance) and the Principles and Recommendations published by the ASX Corporate Governance Council. These reviews covered financial, operational and compliance controls and risk assessment. During the year, management presented an assessment of the material business risks facing the Group and the level of effectiveness of risk management over the material business risks. The reviews were overseen by the RAC, with findings and recommendations reported to the Board. In addition to considering key risks facing the Group, the Board received an assessment of the effectiveness of internal controls over key risks identified through the work of the Board Committees. The Board is satisfied that the effectiveness of the internal controls has been properly reviewed.

CEO and CFO certification

The CEO and CFO have certified to the Board that the financial statements are founded on a sound system of risk management and internal compliance and that the system is operating efficiently and effectively in all material respects.

During the year, the RAC reviewed our compliance with the obligations imposed by the US SarbanesOxley Act, including evaluating and documenting internal controls as required by section 404 of the Act.

Our management, with the participation of our CEO and CFO, has performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of 30 June 2009. Disclosure controls and procedures are designed to provide reasonable assurance that the material financial and non-financial information required to be disclosed by BHP Billiton, including in the reports that it files or submits under the US Securities Exchange Act of 1934, is recorded, processed, summarised and reported on a timely basis and that such information is accumulated and communicated to BHP Billiton’s management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. Based on the foregoing, our management, including the CEO and CFO, has concluded that our disclosure controls and procedures are effective in providing that reasonable assurance.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Further, in the design and evaluation of our disclosure controls and procedures, our management was necessarily required to apply its judgement in evaluating the cost-benefit relationship of possible controls and procedures.

There have been no changes in our internal control over financial reporting (as that term is defined by the US Securities Exchange Act of 1934) during FY2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Further information on our controls and procedures, including our internal control over financial reporting can be found in section 5.12.

Assessment of RAC performance

During the year, the RAC assessed its performance in accordance with its Terms of Reference. As a result of that assessment, the Committee is satisfied it has met its Terms of Reference.

5.5.2 Remuneration Committee Report

The Remuneration Committee met seven times during the year. Information on meeting attendance by Committee members is included in the table in section 5.4.1.

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Remuneration Committee members during the year

Remuneration Committee members during the year
Name John Buchanan (Chairman) . . . . . . . . . . . . . . . . . . . . . . . Alan Boeckmann . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Carlos Cordeiro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E Gail de Planque . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . David Jenkins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Status
	Member for whole period Member from 29 January 2009 Member for whole period Member for whole period Member for whole period

Role and focus

The role of the Committee is to assist the Board in its oversight of:

the remuneration policy and its specific application to the CEO and the CEO’s direct reports, and its general application to all employees
the determination of levels of reward for the CEO and approval of reward to the CEO’s direct reports
the annual evaluation of the performance of the CEO, by giving guidance to the Board Chairman
communication to shareholders regarding remuneration policy and the Committee’s work on behalf of the Board, including the preparation of the Remuneration Report for inclusion in the Annual Report
compliance with applicable legal and regulatory requirements associated with remuneration matters.

Activities undertaken during the year

Full details of the Committee’s work on behalf of the Board are set out in the Remuneration Report in section 6.

During the year, the Committee assessed its performance in accordance with its Terms of Reference. As a result of that assessment, the Committee is satisfied it has met its Terms of Reference.

5.5.3 Nomination Committee Report

The Nomination Committee met seven times during the year. Information on meeting attendance by Committee members is included in the table in section 5.4.1.

Nomination Committee members during the year

Name Don Argus (Chairman) (1) . . . . . . . . . . . . . . . . . . . . . . . . . John Buchanan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . John Schubert . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Status
	Member for whole period Member for whole period Member for whole period

(1) The Committee was chaired by John Buchanan while the succession of the Board Chairman was being considered.

Role and focus

The role of the Committee is to assist in ensuring that the Board comprises individuals who are best able to discharge the responsibilities of a Director, having regard to the highest standards of governance. It does so by focusing on:

reviewing the skills represented on the Board and identifying skills that may be required
retaining the services of independent search firms and identifying suitable candidates for the Board

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overseeing the review of the assessment of the performance of individual Directors and making recommendations to the Board on the endorsement of retiring Directors seeking re-election (refer to section 5.4.2)
the provision of appropriate training and development opportunities for Directors
supporting the Board in its review and, where appropriate, authorisation of actual and potential conflicts (refer to section 5.3.5)
communicating to shareholders regarding the work of the Committee on behalf of the Board.

Following a review of all Board Committees in 2008, the Terms of Reference of the Nomination Committee were amended during the year to provide that the Nomination Committee assists the Board in management of any situations of actual or potential conflict (refer to section 5.3.5). The Terms of Reference were also amended to reflect that the Nomination Committee assumed oversight of training and development activity for all Directors. The Board considers that this will enhance the Committee’s ongoing consideration and review in relation to the appropriate skills mix for the Board.

Activities undertaken during the year

There were changes to the composition of the Board during the year. Alan Boeckmann and Keith Rumble joined the Board on 1 September 2008, and Wayne Murdy joined the Board on 18 June 2009. David Jenkins has indicated his intention to retire from the Board at the conclusion of the 2009 Annual General Meetings. In addition, as discussed in section 5.4.3, the Nomination Committee played a significant role supporting the Board during the Chairman succession process at which time John Buchanan chaired the meeting. The Committee retained the services of Heidrick & Struggles and Egon Zehnder to assist in the identification of potential candidates for the Board.

During the year, the Committee assessed its performance. As a result of that assessment, the Committee is satisfied that it is functioning effectively and it has met its Terms of Reference.

5.5.4 Sustainability Committee Report

The Sustainability Committee met seven times during the year. Information on meeting attendance by Committee members is included in the table in section 5.4.1.

Sustainability Committee members during the year

Name Status John Schubert (Chairman) . . . . . . . . . . . . . . . . . . . . . . . . Member for whole period Paul Anderson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Member for whole period E Gail de Planque . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Member for whole period Keith Rumble . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Member from 29 January 2009

Role and focus

The role of the Sustainability Committee is to assist the Board in its oversight of:

the effectiveness of the Group’s policies and systems associated with health, safety, environment and community (HSEC) matters
our compliance with applicable legal and regulatory requirements associated with HSEC matters
our performance in relation to HSEC matters

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the performance and leadership of the HSEC and the Sustainable Development functions
HSEC risks
our Annual Sustainability Summary Report
communication to shareholders regarding the work of the Committee on behalf of the Board.

Sustainable development governance

Our approach to HSEC and sustainable development governance is characterised by:

the Sustainability Committee overseeing the HSEC matters across the Group
business line management having primary responsibility and accountability for HSEC performance
the HSEC function providing advice and guidance directly, as well as through a series of networks across the business
seeking input and insight from external experts such as our Forum for Corporate Responsibility
clear links between remuneration and HSEC performance.

Activities undertaken during the year

During the year, the Sustainability Committee considered reports on HSEC audits, learnings from fatal accidents, and the potential impact of climate change regulation on the Group’s portfolios and actions being taken to manage the implications of this regulation. It also reviewed the Group’s performance against the HSEC public targets and the Key Performance Indicators for the HSEC and Sustainable Development functions. The Committee also reviewed the performance of the Vice President HSEC and Sustainable Development. The Committee reviewed and recommended to the Board the approval of the annual Sustainability Summary Report for publication. The Sustainability Summary Report identifies our targets for HSEC matters and our performance against those targets.

A copy of the Sustainability Summary Report and further information can be found at www.bhpbilliton.com/sustainabledevelopment.

The Committee also assessed its performance in accordance with its Terms of Reference. As a result of that assessment, the Committee is satisfied it has met its Terms of Reference.

5.6 Risk management

5.6.1 Approach to risk management

We believe that the identification and management of risk is central to achieving the corporate objective of delivering long-term value to shareholders. Each year, the Board reviews and considers the risk profile for the whole business. This risk profile covers both operational and strategic risks.

The Board has delegated the oversight of risk management to the RAC. In addition, the Board specifically requires the CEO to implement a system of control for identifying and managing risk. The Directors, through the RAC, review the systems that have been established for this purpose and regularly review their effectiveness.

The Group has established a Risk Management Policy with supporting Standards and Procedures that provides an overarching and consistent framework for the assessment and management of risks. Risks are ranked using a common methodology. Where a risk is assessed as material it is reported and reviewed by senior management. During the year, updated Risk Management Standards were approved and implemented across the Group.

Our Risk Management Policy can be found at www.bhpbilliton.com/aboutus/governance.

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5.6.2 Business risks

The scope of our operations and the number of industries in which we operate and engage mean that a range of factors may impact our results. Material risks that could negatively affect our results and performance include:

impacts arising from the global financial crisis
fluctuations in commodity prices
fluctuations in currency exchange rates
influence of demand from China and related investments seeking resource security
failure to discover new reserves, maintain or enhance existing reserves or develop new operations
actions by governments, including additional taxation, infrastructure development and political events in the countries in which we operate
inability to successfully integrate acquired businesses
inability to recover investments in mining and oil and gas projects
non-compliance to the Group’s standards by non-controlled assets
operating cost pressures and shortages could negatively impact our operating margins and expansion plans
impact of increased costs or schedule delays on development projects
impact of health, safety, environmental and community exposures and related regulations on operations and reputation
unexpected natural and operational catastrophes
climate change and greenhouse effects
inadequate human resource talent pool
breaches in information technology security
breaches in governance processes.

These risks are described in more detail in section 1.5.

5.6.3 Risk management governance structure

The principal aim of the Group’s risk management governance structure and internal control systems is to manage business risks, with a view to enhancing the value of shareholders’ investments and safeguarding assets.

Management has put in place a number of key policies, processes and independent controls to provide assurance to the Board and the RAC as to the integrity of our reporting and effectiveness of our systems of internal control and risk management. The governance assurance diagram in section 5.1 highlights the relationship between the Board and the various controls in the assurance process. Some of the more significant internal control systems include Board and management committees, CSG RACs, the Risk Management Policy and internal audit.

CSG Risk and Audit Committees

The CSG RACs illustrated in the diagram in section 5.5.1 assist the RAC to monitor the Group’s obligations in relation to financial reporting, internal control structure, risk management processes and the internal and external audit functions.

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Board Committees

Directors also monitor risks and controls through the RAC, the Remuneration Committee and the Sustainability Committee.

Management Committees

Management committees also perform roles in relation to risk and control. Strategic risks and opportunities arising from changes in our business environment are regularly reviewed by the Group Management Committee (GMC) and discussed by the Board. The Financial Risk Management Committee (FRMC) reviews the effectiveness of internal controls relating to commodity price risk, counterparty credit risk, currency risk, financing risk, interest rate risk and insurance. Minutes of the GMC and the FRMC are provided to the Board. The Investment Committee provides oversight for investment processes across the business and coordinates the investment toll-gating process for major investments. Reports are made to the Board on findings by the Investment Committee in relation to major capital projects.

5.7 Management

Below the level of the Board, key management decisions are made by the CEO, the GMC, other management committees and individual members of management to whom authority has been delegated. The diagram below describes the position of the CEO and three key management committees.

CHIEF EXECUTIVE OFFICER

Holds delegated authority from the Board to achieve the Corporate Objective.
Authority extends to all matters except those reserved for the Board’s decision.
CEO has delegated authority to management committees and individual members of
management – but CEO remains accountable to Board for all authority delegated to him.

==> picture [332 x 255] intentionally omitted <==

----- Start of picture text -----

Group Management • Established by the CEO, the GMC is the Group’s most senior
Committee executive body.
• Purpose is to provide leadership to the Group, determining its
priorities and the way it is to operate, thereby assisting the
CEO in pursuing the Corporate Objective.
• Is a forum to debate high-level matters important to the Group
and to ensure consistent development of the Group’s strategy.
• See section 4.2 for GMC members.
Financial Risk • Purpose is to assist the CEO to monitor and oversee the
Management management of the financial risks faced by the Group,
Committee including:
• commodity price risk
• counterparty credit risk
• currency risk
• financing risk
• interest rate risk
• insurance.
Investment Committee • Purpose is to ensure rigorous and consistent investment
processes are in place and working effectively, so that:
• investments are aligned with Group’s priorities and
strategy
• key risks and opportunities are identified and managed
• shareholder value is maximised.
----- End of picture text -----

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Performance evaluation for executives

The performance of executives and other senior employees is reviewed on an annual basis. For the most senior executives (members of the GMC), this review includes their contribution, engagement and interaction at Board level. The annual performance review process that we employ considers the performance of executives against criteria designed to capture both ‘what’ is achieved and ‘how’ it is achieved. All performance assessments of executives consider how effective they have been in undertaking their role; what they have achieved against their specified key performance indicators; how they match up to the behaviours prescribed in our leadership model and how those behaviours align with the BHP Billiton Charter values. The assessment is therefore holistic and balances absolute achievement with the way performance has been delivered. Progression within the Company is driven equally by personal leadership behaviours and capability to produce excellent results.

A performance evaluation as outlined above was conducted for all members of the GMC in FY2009. For the Chief Executive Officer, the performance evaluation was led by the Chairman of the Board on behalf of all the non-executive Directors, drawing on guidance from the Remuneration Committee.

5.8 Business conduct

Code of Business Conduct

We have published a Code of Business Conduct , which is available in four languages. The Code reflects our Charter values of integrity, respect, trust and openness. It provides clear direction and advice on conducting business internationally, interacting with communities, governments and business partners and general workplace behaviour. The Code applies to Directors and to all employees, regardless of their position or location. Consultants, contractors and business partners are also expected to act in accordance with the Code.

The Code of Business Conduct can be found at our website at www.bhpbilliton.com/aboutus/governance.

Insider trading

We have a Securities Dealing Procedure that covers dealings by Directors and identified employees, and is consistent with the Model Code contained in the Financial Services Authority Listing Rules in the UK. The Procedure restricts dealings by Directors and identified employees in shares and other securities during designated prohibited periods and at any time that they are in possession of unpublished price-sensitive information.

A copy of the Securities Dealing Procedure can be found at our website at www.bhpbilliton.com/aboutus/governance.

Global Ethics Panel

The CEO has formed a Global Ethics Panel to:

advise on matters affecting the values and behaviours of the Group
assist business leaders in assessing acceptable outcomes on issues of business ethics
review the rationale, structure and content of the Code of Business Conduct and propose changes
promote awareness and effective implementation of the Code of Business Conduct .

Panel members have been selected on the basis of their knowledge of and experience in contemporary aspects of ethics and culture that are relevant to the Group. The panel consists of both employees and external members and is chaired by the Group Executive and Chief People Officer.

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Business Conduct Advisory Service

We have established a Business Conduct Advisory Service so that employees can seek guidance or express concerns on business-related issues and report cases of suspected misappropriations, fraud, bribery or corruption. Reports can be made anonymously and without fear of retaliation. Arrangements are in place to investigate such matters. Where appropriate, investigations are conducted independently. Levels of activity and support processes for the Business Conduct Advisory Service are monitored with activity reports presented to the Board. Further information on the Business Conduct Advisory Service can be found in the Code of Business Conduct .

Political donations

We maintain a position of impartiality with respect to party politics and do not contribute funds to any political party, politician or candidate for public office. We do, however, contribute to the public debate of policy issues that may affect our business in the countries in which we operate.

5.9 Market disclosure

We are committed to maintaining the highest standards of disclosure ensuring that all investors and potential investors have the same access to high-quality, relevant information in an accessible and timely manner to assist them in making informed decisions. A Disclosure Committee manages our compliance with the market disclosure obligations and is responsible for implementing reporting processes and controls and setting guidelines for the release of information.

Disclosure Officers have been appointed in the Group’s CSGs and Group Functions. These officers are responsible for identifying and providing the Disclosure Committee with material information about the activities of the CSG or functional areas using disclosure guidelines developed by the Committee.

To safeguard the effective dissemination of information we have developed a Market Disclosure Procedure, which outlines how we identify and distribute information to shareholders and market participants.

A copy of the Market Disclosure Procedure is available at www.bhpbilliton.com/aboutus/governance .

Copies of announcements to the stock exchanges on which we are listed, investor briefings, half yearly financial statements, the Annual Report and other relevant information are posted to the Group’s website at www.bhpbilliton.com . Any person wishing to receive advice by email of news releases can subscribe at www.bhpbilliton.com .

5.10 Conformance with corporate governance standards

Our compliance with the governance standards in our home jurisdictions of Australia and the United Kingdom, and with the governance requirements that apply to us as a result of our New York Stock Exchange (NYSE) listing, is summarised in this Corporate Governance Statement, the Remuneration Report, the Directors’ Report and the financial statements.

The Listing Rules and the Disclosure and Transparency Rules of the UK Financial Services Authority require UK-listed companies to report on the extent to which they comply with the Principles of Good Governance and Code of Best Practice, which are contained in Section 1 of the Combined Code, and explain the reasons for any non-compliance. The Combined Code is available at www.frc.org.uk/corporate/combinedcode.cfm .

The Listing Rules of the ASX require Australian-listed companies to report on the extent to which they meet the Principles and Recommendations published by the ASX Corporate Governance Council as part of its Principles of Good Corporate Governance (ASX Principles and Recommendations) and explain the reasons for any non-compliance. The ASX Principles and Recommendations are available at www.asx.com.au/about/corporate_governance/index.htm .

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Both the Combined Code and the ASX Principles and Recommendations require the Board to consider the application of the relevant corporate governance principles, while recognising that departures from those principles are appropriate in some circumstances. We have complied with the provisions set out in Section 1 of the Combined Code and with the ASX Principles and Recommendations throughout the financial period and have continued to comply up to the date of this Annual Report.

A checklist summarising our compliance with the UK Combined Code and the ASX Principles and Recommendations has been posted to the website at www.bhpbilliton.com/aboutus/governance .

BHP Billiton Limited and BHP Billiton Plc are registrants with the Securities and Exchange Commission in the US. Both companies are classified as foreign private issuers and both have American Depositary Receipts listed on the NYSE.

We have reviewed the governance requirements currently applicable to foreign private issuers under the Sarbanes-Oxley Act (US) including the rules promulgated by the Securities and Exchange Commission and the rules of the NYSE and are satisfied that we comply with those requirements.

Section 303A of the NYSE Listed Company Manual has instituted a broad regime of corporate governance requirements for NYSE-listed companies. Under the NYSE rules, foreign private issuers, such as ourselves, are permitted to follow home country practice in lieu of the requirements of Section 303A, except for the rule relating to compliance with Rule 10A-3 of the Securities Exchange Act of 1934 and certain notification provisions contained in Section 303A of the Listed Company Manual. Section 303A.11 of the Listed Company Manual, however, requires us to disclose any significant ways in which our corporate governance practices differ from those followed by US listed companies under the NYSE corporate governance standards. Following a comparison of our corporate governance practices with the requirements of Section 303A of the NYSE Listed Company Manual that would otherwise currently apply to foreign private issuers, the following significant differences were identified:

The NYSE rules require listed companies to have a Compensation (Remuneration) Committee composed entirely of independent directors. The Board considers that all members of the Remuneration Committee are independent, however notes that the test of independence set out in the Board’s Policy on Independence differs in some respects from that prescribed by the NYSE. The NYSE rules permit the Group as a foreign private issuer to follow home practice rules, both in considering the independence of Directors and in the composition of its Remuneration Committee.
Our Nomination Committee Terms of Reference (charter) do not include the purpose of developing and recommending to the Board a set of corporate governance principles applicable to the corporation. We believe that this task is integral to the governance of the Group and is therefore best dealt with by the Board as a whole.
Rule 10A-3 of the Securities Exchange Act of 1934 requires NYSE-listed companies to ensure that their audit committees are directly responsible for the appointment, compensation, retention and oversight of the work of the external auditor unless the company’s governing law or documents or other home country legal requirements require or permit shareholders to ultimately vote on or approve these matters. While the RAC is directly responsible for remuneration and oversight of the External Auditor, the ultimate responsibility for appointment and retention of the External Auditor rests with our shareholders, in accordance with UK law and our constitutional documents. The RAC does, however, make recommendations to the Board on these matters, which are in turn reported to shareholders.

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While the Board is satisfied with its level of compliance with the governance requirements in Australia, the UK and the US, it recognises that practices and procedures can always be improved, and there is merit in continuously reviewing its own standards against those in a variety of jurisdictions. The Board’s program of review will continue throughout the year ahead.

5.11 Additional UK disclosure

The information specified in the UK Financial Services Authority Disclosure and Transparency Rules, DTR 7.2.6, is located elsewhere in this Annual Report. The Directors’ Report, at section 7.23, provides crossreferences to where the information is located.

5.12 Controls and procedures

5.12.1 Management’s assessment of our internal control over financial reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of the Company’s internal control over financial reporting based on the framework and criteria established in Internal Controls—Integrated Framework, issued by the Sponsoring Organisation of the Treadway Commission (COSO). Based on this evaluation, management has concluded that the Company maintained effective internal control over financial reporting as at 30 June 2009.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our independent registered public accounting firms, KPMG and KPMG Audit Plc, have issued an audit report on our internal control over financial reporting which is contained on pages F-2 and F-3 of this Annual Report.

There have been no changes in our internal control over financial reporting during the year ended 30 June 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

5.12.2 Principal Accountant fees and services

Fees billed

Refer to note 36 ‘Auditor’s remuneration’ in the financial statements for a description of the fees paid to, and the services provided by, our independent accountants.

Policies and procedures

We have adopted a policy entitled ‘Provision of Audit and Other Services by the External Auditor’ covering the Risk and Audit Committee’s pre-approval policies and procedures to maintain the independence of the External Auditor.

The full policy can be accessed in the BHP Billiton internet site at: www.bhpbilliton.com/aboutus/governance .

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In addition to audit services, the External Auditor will be permitted to provide other (non-audit) services that are not, and are not perceived to be, in conflict with the role of the External Auditor. In accordance with the requirements of the Securities Exchange Act and guidance contained in PCAOB Release 2004-001, certain specific activities are listed in our detailed policy which have been ‘pre-approved’ by our Risk and Audit Committee.

The categories of ‘pre-approved’ services are as follows:

Audit services—This is the work that constitutes the agreed scope of the statutory audit and includes the statutory audits of the Group and its entities (including interim reviews). Our Risk and Audit Committee will monitor the Audit services engagements and approve, if necessary, any changes in terms and conditions resulting from changes in audit scope, Group structure or other relevant events.
Audit-related/assurance services—This is work that is outside the required scope of the statutory audit, but is consistent with the role of the external statutory auditor. This category includes work that is reasonably related to the performance of an audit or review and is a logical extension of the audit or review scope, is of an assurance or compliance nature and is work that the External Auditor must or is best placed to undertake.
Tax services—This work is of a tax nature that does not compromise the independence of the External Auditor.
Other advisory services—This work is of an advisory nature that does not compromise the independence of the External Auditor.

Activities not listed specifically are therefore not ‘pre-approved’ and must be approved by our Risk and Audit Committee prior to engagement, regardless of the dollar value involved. Additionally, any engagement for other services with a value over US$100,000, even if listed as a ‘pre-approved’ service, can only be approved by our Risk and Audit Committee, and all engagements for other services, whether ‘pre-approved’ or not, and regardless of the dollar value involved, are reported quarterly to our Risk and Audit Committee.

While not specifically prohibited by our policy, any proposed non-audit engagement of the External Auditor relating to internal control (such as a review of internal controls or assistance with implementing the regulatory requirements including the Securities Exchange Act) must obtain specific prior approval by our Risk and Audit Committee. With the exception of the external audit of the Group financial report, any engagement identified that contains an internal control-related element is not considered to be pre-approved. In addition, whilst the categories shown above include a list of certain pre-approved services, the use of the External Auditor to perform such services shall always be subject to our overriding governance practices as articulated in the policy.

An exception can be made to the above policy where such an exception is in our interests and appropriate arrangements are put in place to ensure the integrity and independence of the External Auditor. Any such exception requires the specific prior approval of our Risk and Audit Committee and must be reported to our Board. No exceptions were approved during the year ended 30 June 2009.

In addition, our Risk and Audit Committee approved no services during the year ended 30 June 2009 pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

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6 Remuneration Report

This Report outlines the remuneration policies for the Chief Executive Officer, the Group Management Committee (GMC) and the non-executive Directors.

The Report is structured as follows:

Chairman’s introduction
Remuneration policy and structure
Summary of remuneration for Marius Kloppers
Remuneration and performance
Non-executive Directors
Remuneration Committee
Remuneration in detail

Remuneration Committee Chairman’s introduction

The year has been one in which remuneration committees and boards have been called to account for their overall governance practices, and in particular their remuneration practices, as shareholders have questioned whether those practices have contributed to the prevailing global financial crisis.

Against this background, the Remuneration Committee looked again at our remuneration policy and the principles that have been used to design all of the components of executive remuneration and satisfied itself that they remained sound.

We will continue to take guidance from shareholders and thought leaders on these issues. We believe that while stability in our remuneration structures is an imperative from both the Company’s and executives’ perspective, where modifications can be made that better align interests they will be actively considered.

The year saw the end of the first performance period of the Long Term Incentive Plan that applies to our most senior executives, including the Chief Executive Officer. That plan was introduced in 2004 with a five-year performance period; something that was, and remains, unusual both in and outside our industry. The period is an important design feature for us as we believe it reflects not only the long-term nature of our business, but gives sufficient time to ensure that there is real alignment with shareholders.

Over the performance period our total shareholder return was 220 per cent. In contrast the average total shareholder return for the peer group (that you will find listed in section 6.6.9 of this Remuneration Report) against which we measure our performance was 71.8 per cent. BHP Billiton’s performance meant that US$80.6 billion of value has been added since 2004 over and above performance in line with the average of the peer group; an outstanding result for which the management should be commended.

6.1 Remuneration policy and structure

The Remuneration Committee recognises that we operate in a global environment and that our performance depends on the quality of our people. Remuneration is used to reinforce the Group’s strategic objectives and the Committee keeps the remuneration policy under regular review to ensure it is appropriate for the needs of the Group.

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6.1.1 Key principles of our remuneration policy

The key principles of our remuneration policy are to:

provide competitive rewards to attract, motivate and retain highly-skilled executives willing to work around the world
apply demanding key performance indicators (KPIs), including financial and non-financial measures of performance
link a large component of pay to our performance and the creation of value for our shareholders
ensure remuneration arrangements are equitable and facilitate the deployment of people around our businesses
limit severance payments on termination to pre-established contractual arrangements that do not commit us to making unjustified payments.

The Committee is confident that these principles, which were applied in the year under review and are expected to be applied in FY2010 and beyond, continue to meet the Group’s objectives.

6.1.2 Components of remuneration

The remuneration paid and payable to members of the GMC (including the CEO) comprises fixed and at risk components. The manner in which these components are determined and their alignment with BHP Billiton’s strategy is outlined below.

Component Base salary (fixed) Retirement benefit (fixed) Other benefits (fixed) Short-term incentive (at risk)	Policy	Link to strategy
	Reviewed annually. Targeted at industry average levels for comparable roles in global companies of similar complexity and size. Market data used to benchmark salary levels. Delivered to new entrants under defined contribution plans. Employees in legacy defined benefit plans can continue to accrue benefits in such plans for both past and future service unless they have opted to transfer to a defined contribution plan. Non-pensionable. Paid annually. Target cash award: 80% of base salary. Maximum cash award: 160% of base salary. Value of cash award matched with a grant of Deferred Shares and/or Options. Deferred Shares and Options are subject to a two-year holding period, during which forfeiture terms apply. Participants who are granted Deferred Shares/Options are entitled to receive a Dividend Equivalent Payment, which is equal to the amount of dividends that would have been earned over the holding period. Payment is subject to the Deferred Shares/Options vesting, and is made on the exercise of the Deferred Shares/Options.	Market competitive. Market competitive. Market competitive. Supports a high- performance culture. Motivates short- term performance linked to business strategy. Retention. Share ownership. Deferral in shares strengthens alignment with shareholders.

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Component Long-term incentive (at risk) Share ownership guidelines	Policy	Link to strategy
	Awarded annually in the form of Performance Shares. Five-year performance period. Performance hurdle measures BHP Billiton’s Total Shareholder Return (TSR) relative to an index of peer companies. Zero vesting at median. Maximum award that can be granted in any one financial year is limited to an award with an Expected Value of 200% of base salary. Participants who are granted Performance Shares are entitled to receive a Dividend Equivalent Payment, which is equal to the amount of dividends that would have been earned over the performance period. Payment is subject to the Performance Shares vesting, and only on those shares that do vest. Payment is made on the exercise of the Performance Shares. Minimum Shareholding Requirement (MSR): 300% of one year’s after-tax base salary for CEO. 200% of one year’s after-tax base salary for other members of the GMC. Hedge arrangements: Prohibited from entering into hedge arrangements in relation to unvested shares and options and private shareholdings forming part of MSR. Executives are formally advised on the grant of a share award that they are prohibited from entering into a hedge arrangement. Any permitted hedge arrangements require advance clearance under our Securities Dealing Procedure and disclosure.	Consistent with corporate objective and long-term nature of our business decision-making. Shareholder alignment. Retention. Shareholder alignment. Commitment to business.

6.2 Summary of remuneration for Marius Kloppers

Section 6.6.3 of this Report contains a remuneration table that has been prepared in accordance with the requirements of the UK Companies Act 2006 (and the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 made thereunder), the Australian Corporations Act 2001 and relevant accounting standards. It contains actual remuneration and an estimate of future share-based remuneration that might be earned under incentive plans.

Because the statutory remuneration table contains estimates as well as actual payments it may be difficult to ascertain what the CEO, Marius Kloppers, has been paid in the year. This section has been prepared to give a clearer picture of what has been paid, and is designed to assist shareholders in seeing how our remuneration policy translates into practice for Mr Kloppers.

The annual ‘cycle’ of remuneration received by Mr Kloppers includes four components:

(a) ‘fixed’ remuneration, consisting of base salary paid in cash together with retirement and other benefits
(b) ‘at risk’ short-term incentive paid in cash after the end of the financial year (and paid only if pre-determined performance conditions have been satisfied)
(c) ‘at risk’ Deferred Shares, which were awarded approximately two years earlier as a match to the short-term cash incentive paid for that prior period (and which vest only if Mr Kloppers remains with the Group until the date the Shares vest and become exercisable).
(d) ‘at risk’ Performance Shares, which were awarded approximately five years earlier under the Long Term Incentive Plan (and which vest only if the pre-determined performance hurdle has been satisfied).

The first two components are detailed under the heading ‘Cash and benefits received’ below, and the remaining components are detailed under the heading ‘Shares received’.

185

Cash and benefits received

The table below shows the amount Mr Kloppers has been paid in cash and benefits. It contains:

the ‘fixed’ remuneration received during the year ended 30 June 2009, which is made up of base salary, retirement benefits and other benefits; and
the ‘at risk’ remuneration paid in cash after the end of the financial year, which was earned because performance conditions for the year were met.

FY2009 US$ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notes	Base salary fixed 2,002,455	Retirement benefits fixed 800,982	Other benefits fixed (1) 40,598	Annual cash short-term award at risk (2) 1,732,726	Total
					4,576,761

(1) Other benefits include medical insurance, professional fees paid in respect of tax compliance and life assurance-related benefits.
(2) Annual cash short-term award was equivalent to 53 per cent of maximum cash award. This will be matched with a grant of Deferred Shares and/or Options after the 2009 Annual General Meetings.

Shares received

In December 2007, Mr Kloppers was awarded 27,582 Deferred Shares, representing a match to his shortterm cash incentive for the year ended 30 June 2007. The end of the holding period was 30 June 2009. The shares vested and became exercisable on 12 August 2009.

In December 2004, Mr Kloppers was awarded 225,000 Performance Shares as his long-term incentive award for 2004. The conditions on which they would vest were set out in the Long Term Incentive Plan, which was approved by shareholders in 2004. Those conditions required BHP Billiton to deliver a total shareholder return of 30.7 per cent above the median of an index of peer companies over the five-year performance period, which ended on 30 June 2009. BHP Billiton’s actual performance was 220 per cent compared with the comparator group’s 71.8 per cent, resulting in full vesting. The shares vested and became exercisable on 12 August 2009.

6.3 Remuneration and performance

This section provides details of the performance components of the remuneration package, as well as information on the Group’s performance.

6.3.1 Short-term incentives

Short-term incentives in respect of FY2009 were earned by the CEO and members of the GMC under the Group Incentive Scheme (GIS). Mr Kloppers earned a cash award of 85 per cent of base salary, being 53 per cent of the maximum award he could have achieved. Further details on the cash awards are provided in section 6.6.4 of this Report.

Following shareholder approval, the target cash award for the CEO and members of the GMC was increased to 80 per cent of base salary and the maximum award was increased to 160 per cent of base salary with effect from 1 July 2008. The cash awards are matched with a grant of Deferred Shares and/or Options after the Annual General Meetings.

The GIS incentivises the executives to achieve annual goals linked to the business strategy, budget and personal objectives. Measures are set to reflect the critical KPIs of the Group in a combination of financial and

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non-financial areas. The key Group measures for the GMC in FY2009 and assessment against those measures are set out below. 80 per cent of Mr Kloppers’ measures were Group-based and 20 per cent were personal. The Committee believes that the KPIs set, and the relative weightings given to the different categories of KPI, effectively incentivises short-term performance.

FY2009 Group key performance indicators Health, safety, environment and community—Total Recordable Injury Frequency (TRIF) and Zero Barrier events (15 per cent weighting for Mr Kloppers) Financial—earnings before interest and tax, adjusted for foreign exchange and price (50 per cent weighting for Mr Kloppers) Capital management—cost and schedule (15 per cent weighting for Mr Kloppers)	Assessment
	Below target In assessing the final incentive outcome for Mr Kloppers, the Committee determined that a zero outcome should apply to his HSEC KPI to reflect the disappointing safety performance in FY2009. Below target Above target

For FY2010, the GMC scorecard will continue to be based on health and safety, financial, capital management and personal performance.

The following diagram illustrates the GIS operation and timeline.

==> picture [390 x 195] intentionally omitted <==

----- Start of picture text -----

STEP 3a
Cash award paid
STEP 1 > STEP 2 >
End of financial
Beginning of
year performance
financial year KPIs
set assessed against
KPIs
STEP 3b > STEP 4
Deferred Shares
Cash award
matched with a and Options must
be held for two
grant of Deferred
years and are then
Shares or Options released
----- End of picture text -----

187

6.3.2 Long-term incentives

Long-term incentives, in the form of Performance Shares, were awarded to the CEO and members of the GMC in December 2008 under the Long Term Incentive Plan (LTIP).

Duration of performance period	Five years, commencing 1 July 2008
Performance hurdle	BHP Billiton’s TSR relative to TSR of an index of peer
	companies (Index).
Vesting conditions	For all Performance Shares to vest, BHP Billiton’s TSR must
	exceed the Index TSR by 5.5% per annum (equates to exceeding
	the average TSR over the five-year performance period by more
	than 30%).
	No Performance Shares vest if BHP Billiton’s TSR is at or below
	the Index TSR. For performance between Index TSR and 5.5%
	per annum above the Index, vesting occurs on a sliding scale.
	In the event that the Committee does not consider the level of
	vesting that would otherwise apply based on BHP Billiton’s
	achievement of the TSR hurdle to be a proper reflection of the
	financial performance of the Group, it retains the discretion to
	lapse some or all of a participant’s Performance Shares. It is
	anticipated that such discretion would only be used in exceptional
	circumstances.
Peer group	Weighted 75% to mining and 25% to oil and gas.
Maximum award each financial year	An Expected Value (EV) not exceeding 200% of base salary.
	EV can be defined as the average outcome weighted by
	probability, and takes into account the difficulty of achieving
	performance conditions and the correlation between these and
	share price appreciation. The valuation methodology also takes
	into account factors including volatility and forfeiture risk.
	EV has been used because it enables the Committee to set total
	target remuneration levels for the CEO and the GMC, taking into
	account the degree of difficulty of the LTIP Performance Hurdle
	and the consequent probability of awards vesting, together with
	ensuring that awards are externally competitive.
	The EV of the 2008 LTIP awards was calculated by the
	Committee’s independent advisers, Kepler Associates, to be 31%
	of face value.
Retesting if performance hurdle not met	Not permitted.
Treatment on departure	The rules of the LTIP provide that should a participant cease
	employment for any reason other than death/disability,
	resignation or termination for cause, participants would have a
	right to retain entitlements to Performance Shares that have been
	granted, but that are not yet exercisable. The number of such
	Performance Shares would be pro-rated to reflect the period of
	service from the commencement of the relevant performance
	period to the date of departure and would only vest and become
	exercisable to the extent that the performance hurdles are met.
	The Committee regards it as an important principle that where a
	participant resigns without the Committee’s consent or their
	employment is terminated for cause, they forfeit the entitlement
	to their unvested Performance Shares.

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==> picture [332 x 165] intentionally omitted <==

----- Start of picture text -----

100%
80%
60% For full vesting to occur, BHP
Billiton’s TSR must exceed the
Index TSR by more than 30% over
the five-year performance period.
40%
20%
0%
Index Index + 5.5% p.a.
BHP Billiton TSR
If BHP Billiton’s TSR is equal to the
Index TSR, there is zero vesting.
LTIP vesting schedule
----- End of picture text -----

Details of the interests held by members of the GMC in BHP Billiton’s long-term incentive schemes are provided in section 6.6.9 of this Report.

2004 LTIP

The Long Term Incentive Plan was first introduced following shareholder approval in 2004. The first of the awards granted to GMC members was made in December 2004 with a performance period that ended on 30 June 2009. As outlined in Section 6.3.2, the plan runs over a period of five years and has a performance hurdle that requires BHP Billiton’s total TSR to exceed the TSR of a group of peer companies by 5.5 per cent per annum.

BHP Billiton’s TSR performance from 1 July 2004 to 30 June 2009 was 220 per cent compared with the Index TSR of 71.8 per cent. This outperformance of 148.2 per cent on the Company’s starting market capitalisation of US$54.4 billion represents outperformance of US$80.6 billion. This is sufficient for the 2004 LTIP awards to vest in full. The aggregate value of 2004 LTIP awards at 30 June 2009 was US$132 million for all participants.

The Remuneration Committee considered the TSR outcome in the context of Group financial performance over the five-year performance period and determined that the recorded TSR outperformance was a genuine reflection of BHP Billiton’s underlying financial outperformance.

Over the same period, the Company also outperformed both the ASX 100 and FTSE 100.

189

==> picture [389 x 430] intentionally omitted <==

----- Start of picture text -----

BHP Billiton outperformance of Index
over the 2004 LTIP cycle (%, US$B)
160%
$80.6bn 148.2% = BHP Billiton
140% outperformance of Index TSR
120%
100%
80%
60%
40%
30.7% = +5.5% p.a.
20% outperformance of Index TSR
0%
Index + 5.5% p.a.
Year ended 30 June Excess BHP Billiton value creation
Value of US$100 invested on 1 July 2004
BHP Billiton vs. ASX100 and FTSE100
$600
$500
$400
BHP Billiton Ltd
$300 BHP Billiton Plc
$200
ASX100
$100 FTSE100
$0
Outperformance of Index TSR, % $63.9B
04 06 08 09
20Jan- Jan-052005 20Jan- Jan-072007 20Jan- Jan-20
Value of US$100 invested 1 July 2004
Jul-04 Jul-05 Jul-06 Jul-07 Jul-08 Jul-09
$16.7B
----- End of picture text -----

190

6.3.3 Group performance

The two charts below illustrate the performance of the Group relative to the markets in which it operates over the past five years. The first compares our TSR performance with that of the ASX 100 and the FTSE 100, both of which are broadly-based indices. The second illustrates performance against the LTIP peer group index (the relevant companies are listed in section 6.6.9 of this Report). The Committee believes that the broadly-based indices and the index of peer group companies are the most appropriate benchmarks for measuring our performance. As illustrated by the charts below, BHP Billiton has strongly outperformed both the market and the LTIP Index in the level of returns it has delivered to shareholders.

5-year TSR performance of BHP Billiton measured against the ASX 100 and FTSE 100

- Rebased in US$

==> picture [429 x 231] intentionally omitted <==

----- Start of picture text -----

600
500 BHP Billiton plc BHP Billiton Limited
FTSE 100 ASX 100
400
300
200
100
-
June 04 June 05 June 06 June 07 June 08 June 09
Financial year end
Source: Datastream
TSR rebased to 01/07/2004
----- End of picture text -----

==> picture [270 x 7] intentionally omitted <==

----- Start of picture text -----

5-year TSR performance of BHP Billiton measured against the LTIP comparator group
----- End of picture text -----

- Rebased in US$

==> picture [418 x 227] intentionally omitted <==

----- Start of picture text -----

600
BHP Billiton plc BHP Billiton Limited
500
Median of pre-2007 comparator group Median of post-2007 comparator group
400
300
200
100
-
June 04 June 05 June 06 June 07 June 08 June 09
Financial year end
Source: Datastream
TSR rebased to 01/07/2004
----- End of picture text -----

191

FY2009 total return to BHP Billiton shareholders (as measured by the change in share prices plus dividends reinvested)

dividends reinvested)
BHP Billiton Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	–35.13%
BHP Billiton Plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	–37.78%

Details of the Group’s performance, share price and dividends over the past five years can be found in sections 1.4.1 and 11.4.

6.3.4 Earnings performance

Earnings performance over the last five years is represented by profit attributable to BHP Billiton shareholders and is detailed in the table below. Amounts are stated before exceptional items.

US dollars million
FY2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FY2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FY2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FY2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
FY2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Profit attributable to shareholders
(prepared in accordance with IFRS)

10,722
15,368
13,675
10,154
6,426

6.4 Non-executive Directors

Following shareholder approval at the 2008 Annual General Meetings, the aggregate sum available to remunerate non-executive Directors was increased to US$3.8 million.

The Board is conscious that just as it must set remuneration levels to attract and retain talented executives, so it must ensure that remuneration rates for non-executive Directors are set at a level that will attract the calibre of Director necessary to contribute effectively to a high-performing Board. Fees for the Chairman and the non-executive Directors were reviewed in July/August 2008, with the assistance of external advisers, in accordance with the policy of conducting annual reviews. The table below sets out the current fees.

Levels of fees and travel allowances for non-executive Directors

Levels of fees and travel allowances for non-executive Directors

US dollars
Base fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plusadditional fees for:
Senior Independent Director of BHP Billiton Plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Committee Chair:
Risk and Audit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Remuneration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sustainability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nomination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Committee membership:
Risk and Audit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Remuneration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sustainability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Nomination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Travel allowance:
Greater than 3 but less than 12 hours . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Greater than 12 hours . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Chairman’s remuneration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

From 1 July 2008

140,000
30,000
50,000
35,000
35,000
No additional fees
25,000
20,000
20,000
No additional fees
7,000
15,000
1,000,000

192

The remuneration rates reflect the size and complexity of the Group, the multi-jurisdictional environment arising from the Dual Listed Companies structure, the multiple stock exchange listings, the extent of the geographic regions in which the Group operates and the enhanced responsibilities associated with membership of Board Committees. They also reflect the considerable travel burden imposed on members of the Board.

Details of the remuneration paid to the non-executive Directors and retirement benefits are provided in sections 6.6.5 and 6.6.8 of this Report.

Non-executive Directors are not eligible to participate in any of our incentive arrangements. A standard letter of appointment has been developed for non-executive Directors and is available on our website. Each non-executive Director is appointed subject to periodic re-election by shareholders (see section 5 Corporate Governance Statement for an explanation of the process). There are no provisions in any of the non-executive Directors’ appointment arrangements for compensation payable on early termination of their directorship. Alan Boeckmann and Keith Rumble were appointed as non-executive Directors with effect from 1 September 2008. Wayne Murdy was appointed as a non-executive Director with effect from 18 June 2009. Dates of appointment of all Directors appear in section 4 Board of Directors and Group Management Committee.

6.5 Remuneration Committee

Committee Members John Buchanan (Chairman) Alan Boeckmann (from March 2009) Carlos Cordeiro David Jenkins E Gail de Planque Independent advisers to the Committee[(1)] Kepler Associates LLP Number of meetings in FY2009 Seven Other individuals who regularly attended meetings[(2)] Don Argus (Chairman) Marius Kloppers (CEO) Karen Wood (Group Executive and Chief People Officer) Derek Steptoe (Vice President Group Reward and Recognition) Jane McAloon (Group Company Secretary)

Notes

(1) Kepler Associates, who were appointed by the Committee, provide specialist remuneration advice and do not provide other services to the Group. The Committee has access to advice and views from those invited to attend meetings, as mentioned above, and can draw on services from a range of external sources, including remuneration consultants. An up-to-date list of all consultants, together with the type of services supplied and whether services are provided elsewhere in the Group, is available on our website.
(2) Other individuals who regularly attended meetings were not present when matters associated with their own remuneration were considered.

The Committee is committed to the principles of accountability and transparency, and to ensuring that remuneration arrangements demonstrate a clear link between reward and performance. Operating under delegated authority from the Board, its activities are governed by Terms of Reference (approved by the Board in March 2008), which are available on our website. The Committee focuses on:

remuneration policy and its specific application to the CEO and other executives reporting to the CEO (Group Management Committee—GMC), as well as the general application to all our employees
the determination of levels of reward to the CEO and other members of the GMC

193

providing guidance to the Chairman on evaluating the performance of the CEO
effective communication with shareholders on the remuneration policy and the Committee’s work on behalf of the Board.

6.6 Remuneration in detail

6.6.1 Compliance requirements

Australian Accounting Standards and International Financial Reporting Standards require BHP Billiton to make certain disclosures for Key Management Personnel (KMP). KMP is defined as those persons having authority and responsibility for planning, directing and controlling the activities of the Group, directly or indirectly.

For the purposes of this Report, it has been determined that the KMP are the Directors and the members of the GMC who served during FY2009. In addition, the Australian Corporations Act 2001 requires BHP Billiton to make certain disclosures in respect of the five highest-paid executives below Board level. In FY2009, the five highest-paid executives below Board level were all members of the GMC and are, therefore, already included as KMP.

6.6.2 Group Management Committee

The senior management team of the Group during FY2009 was the Group Management Committee (GMC). Members of the GMC are shown in the table below.

Name
Executive Director
Marius Kloppers . . . . . . . . . . . . . . . . . . . . . . . .
Other members of the GMC
Alberto Calderon . . . . . . . . . . . . . . . . . . . . . . . .
Andrew Mackenzie (1) . . . . . . . . . . . . . . . . . . . .
Marcus Randolph . . . . . . . . . . . . . . . . . . . . . . .
Alex Vanselow . . . . . . . . . . . . . . . . . . . . . . . . .
Karen Wood . . . . . . . . . . . . . . . . . . . . . . . . . . .
J Michael Yeager . . . . . . . . . . . . . . . . . . . . . . .
Note

Title

CEO and Executive Director
Group Executive and Chief Commercial Officer
Group Executive and Chief Executive Non-Ferrous Materials
Group Executive and Chief Executive Ferrous and Coal
Group Executive and Chief Financial Officer
Group Executive and Chief People Officer
Group Executive and Chief Executive Petroleum

(1) Andrew Mackenzie commenced employment on 15 November 2008.

194

6.6.3 Remuneration for GMC Members

The table below has been prepared in accordance with the requirements of the UK Companies Act 2006 (and the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 made thereunder), and the Australian Corporations Act 2001 and relevant accounting standards.

195	US dollars Executive Director Marius Kloppers . . . . . . . . . . 2009 2008 Other GMC members Alberto Calderon . . . . . . . . . 2009 2008 Andrew Mackenzie . . . . . . . . 2009 2008 Marcus Randolph . . . . . . . . . 2009 2008 Alex Vanselow . . . . . . . . . . . 2009 2008 Karen Wood . . . . . . . . . . . . . 2009 2008 J Michael Yeager . . . . . . . . . 2009 2008 Former GMC members Charles Goodyear . . . . . . . . . 2009 2008	Short-term employee benefits Base Salary (1) Annual cash award Non-monetary benefits Other benefits 2,002,455 1,732,726 40,598 — 1,677,070 1,805,878 74,288 — 1,015,615 1,014,338 11,361 — 987,023 903,783 12,773 201,929 549,106 496,392 10,529 1,597,400 (3 n/a n/a n/a n/a 1,141,543 927,277 47,377 — 1,099,370 1,176,656 44,433 — 990,071 840,827 31,321 — 1,094,477 1,031,143 69,299 175,000 772,255 718,307 — — 854,514 804,292 — — 1,130,752 1,102,607 18,727 44,174 1,028,907 1,062,135 19,670 — n/a n/a n/a n/a 888,750 933,188 1,324,751 554,534	Short-term employee benefits Base Salary (1) Annual cash award Non-monetary benefits Other benefits 2,002,455 1,732,726 40,598 — 1,677,070 1,805,878 74,288 — 1,015,615 1,014,338 11,361 — 987,023 903,783 12,773 201,929 549,106 496,392 10,529 1,597,400 (3 n/a n/a n/a n/a 1,141,543 927,277 47,377 — 1,099,370 1,176,656 44,433 — 990,071 840,827 31,321 — 1,094,477 1,031,143 69,299 175,000 772,255 718,307 — — 854,514 804,292 — — 1,130,752 1,102,607 18,727 44,174 1,028,907 1,062,135 19,670 — n/a n/a n/a n/a 888,750 933,188 1,324,751 554,534	Short-term employee benefits Base Salary (1) Annual cash award Non-monetary benefits Other benefits 2,002,455 1,732,726 40,598 — 1,677,070 1,805,878 74,288 — 1,015,615 1,014,338 11,361 — 987,023 903,783 12,773 201,929 549,106 496,392 10,529 1,597,400 (3 n/a n/a n/a n/a 1,141,543 927,277 47,377 — 1,099,370 1,176,656 44,433 — 990,071 840,827 31,321 — 1,094,477 1,031,143 69,299 175,000 772,255 718,307 — — 854,514 804,292 — — 1,130,752 1,102,607 18,727 44,174 1,028,907 1,062,135 19,670 — n/a n/a n/a n/a 888,750 933,188 1,324,751 554,534	Subtotal: UK requirements 3,775,779 3,557,236 2,041,314 2,105,508 ) 2,653,427 n/a 2,116,197 2,320,459 1,862,219 2,369,919 1,490,562 1,658,806 2,296,260 2,110,712 n/a 3,701,223	Post-employment benefits Retirement benefits 800,982 671,215 355,465 345,458 197,678 n/a 388,124 373,786 376,227 415,901 265,656 293,953 404,809 368,349 n/a 426,600	Share-basedpayments Dividend equivalent payment value Value of deferred shares (2) Long- term incentive awards 1,396,914 1,455,869 2,970,045 264,170 985,135 1,395,886 529,135 795,372 1,158,393 83,762 473,899 548,664 145,579 153,378 1,814,547 n/a n/a n/a 755,775 963,869 1,584,583 159,955 738,475 876,212 923,294 909,399 1,648,883 159,075 676,035 940,512 644,972 731,190 1,272,589 137,232 531,417 721,634 983,457 1,029,097 1,664,342 139,916 618,480 955,971 n/a n/a n/a 249,440 824,373 947,906	Share-basedpayments Dividend equivalent payment value Value of deferred shares (2) Long- term incentive awards 1,396,914 1,455,869 2,970,045 264,170 985,135 1,395,886 529,135 795,372 1,158,393 83,762 473,899 548,664 145,579 153,378 1,814,547 n/a n/a n/a 755,775 963,869 1,584,583 159,955 738,475 876,212 923,294 909,399 1,648,883 159,075 676,035 940,512 644,972 731,190 1,272,589 137,232 531,417 721,634 983,457 1,029,097 1,664,342 139,916 618,480 955,971 n/a n/a n/a 249,440 824,373 947,906	Total: Australian requirements
		Base Salary (1) 2,002,455 1,677,070 1,015,615 987,023 549,106 n/a 1,141,543 1,099,370 990,071 1,094,477 772,255 854,514 1,130,752 1,028,907 n/a 888,750	Annual cash award 1,732,726 1,805,878 1,014,338 903,783 496,392 n/a 927,277 1,176,656 840,827 1,031,143 718,307 804,292 1,102,607 1,062,135 n/a 933,188	Non-monetary benefits 40,598 74,288 11,361 12,773 10,529 n/a 47,377 44,433 31,321 69,299 — — 18,727 19,670 n/a 1,324,751			Dividend equivalent payment value 1,396,914 264,170 529,135 83,762 145,579 n/a 755,775 159,955 923,294 159,075 644,972 137,232 983,457 139,916 n/a 249,440	Value of deferred shares (2) 1,455,869 985,135 795,372 473,899 153,378 n/a 963,869 738,475 909,399 676,035 731,190 531,417 1,029,097 618,480 n/a 824,373
									10,399,589 6,873,642 4,879,679 3,557,291 4,964,609 n/a 5,808,548 4,468,887 5,720,022 4,561,442 4,404,969 3,343,042 6,377,965 4,193,428 n/a 6,149,542

Notes

(1) Base salaries are generally reviewed on 1 September each year. Amounts shown reflect the salaries paid over the 12-month period ended 30 June 2009. Base salary for Andrew Mackenzie reflects the period 15 November 2008 to 30 June 2009.
(2) GMC members can elect to receive Options instead of Deferred Shares or a combination of both. At the date of this Report GMC members had not made their elections. In 2008, Alberto Calderon and Alex Vanselow elected to receive Options. The percentage of their remuneration in 2009 that was represented by these Options was 5.9 per cent (Mr Calderon) and 5.7 per cent (Mr Vanselow).
(3) Other benefits for Andrew Mackenzie consist of a payment of £1,000,000 as compensation for part of the value forgone of his awards and options under plans operated by his previous employer. The amount was paid on commencement of employment. In addition it was agreed that he would be compensated in the form of conditional rights to receive cash sums based on two phantom awards. These awards are included in the table above as part of long-term incentive awards. Further details are provided at the end of this section 6.6.3. The compensation was approved by the Committee on advice from its independent advisers, Kepler Associates.

Explanation of terms

(a) Dividend Equivalent Payment (DEP) value: Participants who are awarded shares under the GIS and the LTIP are entitled to a payment in lieu of dividends. The DEP is equal to the amount of dividends that would have been payable over the holding (GIS) or performance (LTIP) period based on the number of awards that vest, and will be made to the participant on exercise. The value is included in remuneration over the period prior to exercising of the underlying awards and is defined as a cash-settled share-based payment. No payment is made in respect of awards that do not vest.

(b) Other benefits (including non-monetary benefits): Includes medical insurance, professional fees paid in respect of tax compliance and consulting, payout of unused leave entitlements and life assurance-related benefits where applicable. Other benefits are non-pensionable.

(c) Value of Deferred Shares: The amounts shown represent the estimated fair value of Deferred Shares earned in the year. The fair value of the Deferred Shares is estimated at grant date by discounting the total value of the shares that will be issued in the future using the risk-free interest rate for the period to the date of award. Deferred Shares are equity-settled share-based payments. The actual Deferred Shares will be awarded to participants following the Annual General Meetings in 2009. Participants in the GIS can elect to receive Options instead of Deferred Shares or a combination of both. In December 2008, KMP who were eligible to participate received Deferred Shares and Options. Once awarded (subsequent to meeting KPIs and approval at the Annual General Meetings), the only vesting condition is for participants to remain in employment for two further years. Accordingly, the number of shares (if any) that will ultimately vest cannot be determined until the service period has been completed. The estimated fair value of the Deferred Shares forms part of the at risk remuneration appearing throughout this Report. The fair value of Deferred Shares is apportioned to annual remuneration based on the expected future service period, which is normally three years. The vesting of Deferred Shares may be accelerated in the event of leaving or retirement from the Group, in which case the expected future service period is amended.

(d) Long-term incentive awards: Long-term incentive awards are defined as equity-settled share-based payments in the form of shares. The amount in respect of long-term incentive awards represents the estimated fair value of Performance Shares granted under the LTIP. The estimated fair value has been independently determined using a Monte Carlo simulation methodology taking account of Performance Hurdles, the exercise price, the term of the award, the share price at grant date and expected price volatility of the underlying share, and the risk-free interest rate for the term of the award. Details of outstanding awards and awards vesting in the year are set out in the tables in section 6.6.9 of this Report. The estimated fair value of the award made in any year is allocated in equal amounts to each of the years during the vesting period. The fair value of Performance Shares is apportioned to annual remuneration based on the expected future service period, which is normally five years. Where entitlements to Performance Shares are preserved on leaving or retirement from the Group, the expected future service period is amended.

Andrew Mackenzie compensation

When negotiating the contractual arrangements with Andrew Mackenzie, it was agreed that he would be compensated for part of the value forgone under the at risk remuneration arrangements operated by his previous employer. This compensation is in the form of:

a cash payment of £1,000,000, which was paid on commencement of employment
additional LTIP Performance Shares on top of the regular award granted in December 2008
a conditional right to receive cash sums based on two phantom awards as described below.

196

In valuing outstanding incentives, the Committee sought the advice of Kepler Associates. Details of Mr Mackenzie’s 2008 LTIP award are provided in section 6.6.9.

Type ofphantom award Number Performance hurdle Forfeiture conditions Entitlements on ceasing employment Date of grant Share price on date of grant Vesting date Expiry date Value of cash amount Mr Mackenzie will receive	Restricted Shares 130,000 No Yes, vesting is subject to Mr Mackenzie continuing to be employed by the Group on the Vesting Date. Early leaver provisions may also apply. No entitlement to cash amount if employment ceases due to voluntary resignation or any reason which justifies summary dismissal. If employment ends for any other reason, Mr Mackenzie will be entitled to receive the full cash amount on leaving. Value will be dependent on BHP Billiton Plc share price on date of leaving. 15 November 2008 £9.05 15 November 2011 15 November 2011 Payment will be based on 130,000 ordinary shares multiplied by the closing BHP Billiton Plc share price on 15 November 2011.	Performance Shares
		125,125 Yes, same as 2008 LTIP awards Yes, same as 2008 LTIP awards Same as LTIP leaver provisions detailed in section 6.6.6. 4 December 2008 £10.60 August 2013 August 2018 Payment will be based on the percentage of phantom Performance Shares that vest following assessment of 2008 LTIP result multiplied by the closing BHP Billiton Plc share price on the date Mr Mackenzie cashes in conditional right during the period from August 2013 – August 2018.

197

6.6.4 FY2009 GIS short-term incentive cash awards paid to GMC members

Further details on FY2009 short-term incentives are set out in section 6.3.1 of this Report.

Cash awards are paid in September following the release of the Group’s annual results. They are matched with a grant of Deferred Shares and/or Options made after the Annual General Meetings.

Executive Director Marius Kloppers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other members of the GMC Alberto Calderon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Andrew Mackenzie (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Marcus Randolph . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Alex Vanselow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Karen Wood . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . J Michael Yeager . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Actual GIS cash award (as apercentage of the maximum award) (1)	Actual GIS cash award (as apercentage of the maximum award) (1)
	Year ended 30 June 2009 53.1 60.0 56.5 49.0 52.5 57.5 60.0	Year ended 30 June 2008
		93.0 84.7 n/a 100.0 87.6 87.6 97.1

Notes

(1) The maximum cash award was 105 per cent of base salary in FY2008. This increased to 160 per cent in FY2009 as a result of shareholder approval at the 2008 Annual General Meetings.
(2) Andrew Mackenzie joined the GMC in November 2008.

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6.6.5 Remuneration for non-executive Directors

The table below has been prepared in accordance with the requirements of the UK Companies Act 2006 (and the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 made thereunder) and the Australian Corporations Act 2001, and relevant accounting standards.

199	US dollars Paul Anderson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2009 2008 Don Argus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2009 2008 Alan Boeckmann (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2009 2008 John Buchanan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2009 2008 Carlos Cordeiro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2009 2008 David Crawford . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2009 2008 E Gail de Planque . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2009 2008 David Jenkins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2009 2008 David Morgan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2009 2008 Wayne Murdy (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2009 2008 Jacques Nasser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2009 2008 Keith Rumble (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2009 2008 John Schubert . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2009 2008			Short-term benefits	Short-term benefits		Subtotal: UK Requirements	Post- employment benefits	Total: Australian requirements
		Fees	Committee Chair fees	Committee membership fees	Travel allowances	Other benefits (non-monetary) (1)		Retirement benefits (2)
		140,000 121,000 1,000,000 825,000 116,667 n/a 170,000 146,000 140,000 121,000 140,000 121,000 140,000 121,000 140,000 121,000 140,000 60,500 5,056 — 140,000 121,000 116,667 n/a 140,000 121,000	— — — — — n/a 35,000 30,000 — — 50,000 45,000 — — — — — — — — — — — n/a 35,000 30,000	20,000 20,000 — — 8,496 n/a — — 20,000 20,000 — — 40,000 40,000 45,000 45,000 25,000 7,594 555 — 25,000 25,000 8,496 n/a — —	86,000 60,000 70,000 25,000 51,000 n/a 51,000 40,000 86,000 45,000 70,000 25,000 86,000 70,000 73,000 65,000 70,000 — — — 101,000 80,000 96,000 n/a 70,000 30,000	1,517 17,656 15,796 27,631 — n/a — 577 4,473 3,025 1,406 12,145 2,891 2,404 — — 1,406 901 — — 1,406 — — n/a — 13,219	247,517 218,656 1,085,796 877,631 176,163 n/a 256,000 216,577 250,473 189,025 261,406 203,145 268,891 233,404 258,000 231,000 236,406 68,995 5,611 — 267,406 226,000 221,163 n/a 245,000 194,219	— — 53,636 42,844 — n/a — — — — 10,183 8,620 — — — — 8,841 3,354 — — — — — n/a 9,381 8,043	247,517 218,656 1,139,432 920,475 176,163 n/a 256,000 216,577 250,473 189,025 271,589 211,765 268,891 233,404 258,000 231,000 245,247 72,349 5,611 — 267,406 226,000 221,163 n/a 254,381 202,262

Notes

(1) Other benefits include professional fees and reimbursements of the cost of travel, accommodation and subsistence for the Director and, where applicable, their spouse.

(2) In respect of retirement benefits, BHP Billiton Limited makes superannuation contributions of nine per cent of fees paid in accordance with Australian superannuation legislation.

(3) Alan Boeckmann and Keith Rumble were appointed Directors of BHP Billiton Limited and BHP Billiton Plc with effect from 1 September 2008. Wayne Murdy was appointed a Director of BHP Billiton Limited and BHP Billiton Plc with effect from 18 June 2009.

6.6.6 GMC service contracts and termination provisions

The service contracts for the CEO and other members of the GMC have no fixed term. They typically outline the components of remuneration paid to the individual, but do not prescribe how remuneration levels are to be modified from year-to-year. The contracts are all capable of termination by the Company on 12 months’ notice. The GMC member must give six months’ notice. In addition, the Group retains the right to terminate a contract immediately by making a payment equal to 12 months’ base salary plus retirement benefits for that period.

Name
Executive Director
Marius Kloppers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other members of the GMC
Alberto Calderon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Andrew Mackenzie . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marcus Randolph . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Alex Vanselow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Karen Wood . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
J Michael Yeager . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Date of contract

12 February 2008
16 January 2008
14 November 2007
13 December 2005
14 June 2006
21 February 2006
21 March 2006

Entitlements under the GIS, LTIP and retirement plans on ceasing employment

The rules of the GIS and LTIP cover any entitlements participants might have on termination in relation to short-term and long-term incentives. They outline the circumstances in which all participants would be entitled to receive any Deferred Shares, Options or Performance Shares that had been granted, but that had not vested at the date of termination. The rules of the GIS and LTIP provide that should a participant cease employment for any reason other than death/disability, resignation or termination for cause, the following would apply:

Deferred Shares and Options already granted would vest in full
Participants would have a right to retain entitlements to Performance Shares that have been granted, but that are not yet exercisable. The number of such Performance Shares would be pro-rated to reflect the period of service from the commencement of the relevant performance period to the date of departure and would only vest and become exercisable to the extent that the performance hurdles are met.

The Committee regards it as an important principle that where a participant resigns without the Committee’s consent or their employment is terminated for cause, they forfeit the entitlement to their unvested Deferred Shares, Options and Performance Shares.

The rules of the GIS outline the circumstances in which participants would be entitled to a cash award for the performance year in which they cease employment. Such circumstances depend on the reason for leaving. The only circumstances in which the Committee has considered using its discretion to allow members of the GMC to receive a cash award in event of departure is for those individuals who have retired or are retiring.

On retirement, the CEO and the other GMC members will receive any entitlements accrued under the rules of their respective retirement plans and as defined under their contractual arrangements.

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6.6.7 GMC retirement benefits

6.6.7 GMC retirement benefits
Name Executive Director Marius Kloppers (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other members of the GMC Alberto Calderon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Andrew Mackenzie . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Marcus Randolph . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Alex Vanselow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Karen Wood . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . J Michael Yeager . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Pension entitlement (1) Defined Contribution Defined Contribution Defined Contribution Defined Contribution Defined Benefit Defined Contribution Defined Contribution	Percentage of base salary
		40.0 35.0 36.0 34.0 38.0 34.4 35.8

Notes

(1) Individuals are given a choice of funding vehicles: a defined contribution plan, an unfunded Retirement Savings Plan, an International Retirement Plan or a cash payment in lieu.
(2) Prior to his appointment as CEO, Marius Kloppers had the choice of a (1) ‘defined benefit’, (2) ‘defined contribution’ underpinned by a defined benefit promise, or (3) ‘cash in lieu’ pension entitlement for each year since 1 July 2001. He elected to take cash in lieu for each year except for FY2004 when he elected to take a defined contribution entitlement with a defined benefit underpin. Mr Kloppers retains the option to convert the entitlement accrued in the defined contribution fund to a defined benefit entitlement. In the past, since the value of his defined contribution entitlement has exceeded the transfer value of the defined benefit underpin that he would be entitled to should he revert to the defined benefit promise, the entitlement was treated on a defined contribution basis. However, as measured at 30 June 2009, the transfer value of the underpin (US$489,700) was greater than the defined contribution fund (US$374,100). The Company expects that over the long term the value of the defined contribution element will revert to being in excess of the transfer value of the underpin and therefore continues to treat the entitlement on a defined contribution basis. Upon his succession as CEO on 1 October 2007, Mr Kloppers relinquished all future defined benefit entitlements.

6.6.8 Non-executive Directors’ retirement benefits

The following table sets out the accrued retirement benefits under the now-closed Retirement Plan of BHP Billiton Limited. The Retirement Plan was closed on 24 October 2003 and entitlements that had accumulated in respect of each of the participants were frozen. These will be paid on retirement. An earnings rate equal to the five-year Australian Government Bond Rate is being applied to the frozen entitlements from that date.

Name Don Argus . . . . . . . . . . . . . . . . . . . . . . . . . . . David Crawford . . . . . . . . . . . . . . . . . . . . . . . David Jenkins . . . . . . . . . . . . . . . . . . . . . . . . John Schubert . . . . . . . . . . . . . . . . . . . . . . . .	Completed service at 30 June 2009 (years) 12 15 9 9	Decrease in lump sum entitlement during theyear (1) US Dollars 218,955 56,825 39,431 28,395	Lump sum entitlement at (2)	Lump sum entitlement at (2)
			30 June 2009 US Dollars 1,525,605 395,939 274,742 197,843	30 June 2008
				US Dollars 1,744,560 452,764 314,173 226,238

Notes

(1) Since the closure of the Retirement Plan, no further entitlements have accrued. The movement reflects the application of the earnings rate and foreign exchange rate (the translation from Australian dollars to US dollars) to the lump sum entitlement at the date of closure.
(2) Lump sum entitlements disclosure in prior years included compulsory Group contributions to the BHP Billiton Superannuation Fund. Certain Directors have elected to transfer accumulated contributions to selfmanaged superannuation funds. Accordingly, the entitlement amounts disclosed relate to the benefits under the Retirement Plan.

201

6.6.9 Share awards

The following tables set out the interests held by members of the GMC in BHP Billiton’s incentive schemes and include ordinary shares under award and ordinary shares under option.

The current plans are the LTIP and the GIS. However, as at 30 June 2009 Karen Wood still had interests in the Performance Share Plan (PSP).

With the exception of Alberto Calderon and Andrew Mackenzie, whose awards were over BHP Billiton Plc ordinary shares, members of the GMC were granted awards in December 2008 over BHP Billiton Limited ordinary shares. Alberto Calderon and Alex Vanselow were awarded Options under the GIS in December 2008. All vested GIS Deferred Shares, GIS Performance Shares, PSP Performance Rights and GIS Options are exercisable (subject to limitations imposed by the Group’s Securities Dealing Procedure).

No further awards of GIS Performance Shares and PSP Performance Rights will be granted.

Awards of Performance Shares under the LTIP

In accordance with the rules of the LTIP, no Performance Shares vest or can be exercised prior to the end of the performance period unless a participant ceases employment due to death, serious injury, disability or illness that renders the participant incapable of continuing employment. The first five-year performance period ended 30 June 2009.

The index of peer group companies for the LTIP since its implementation in 2004 is shown opposite:

Alcan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Alcoa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Alumina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Anglo American . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Apache . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BG Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cameco . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ConocoPhillips . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Devon Energy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exxon Mobil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Falconbridge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Freeport McMoRan . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impala . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inco . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Marathon Oil . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Newmont Mining . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Norilsk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Peabody Energy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Phelps Dodge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Rio Tinto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Shell . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Southern Copper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Teck Cominco . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Woodside Petroleum . . . . . . . . . . . . . . . . . . . . . . . . . . . Xstrata . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2004 LTIP x x x x x x x x x x x x x x x x x x x x x x	2005 LTIP x x x x x x x x x x x x x x x x x x x x x x	2006 LTIP x x x x x x x x x x x x x x x x x x x x x x	2007 LTIP x x x x x x x x x x x x x x x	2008 LTIP
					x x x x x x x x x x x x x x x

A description of the performance hurdle applying to the LTIP Performance Shares is set out in section 6.3.2 of this Report.

202

Awards of Performance Shares under the LTIP

Name Executive Director Marius Kloppers . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . Other members of the GMC Alberto Calderon . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . Andrew Mackenzie . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . Marcus Randolph . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . Alex Vanselow . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . Karen Wood . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . J Michael Yeager . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . .	Date ofgrant 4 Dec 2008 14 Dec 2007 7 Dec 2006 5 Dec 2005 3 Dec 2004 4 Dec 2008 14 Dec 2007 7 Dec 2006 5 Dec 2005 4 Dec 2008 4 Dec 2008 14 Dec 2007 7 Dec 2006 5 Dec 2005 3 Dec 2004 4 Dec 2008 14 Dec 2007 7 Dec 2006 5 Dec 2005 3 Dec 2004 4 Dec 2008 14 Dec 2007 7 Dec 2006 5 Dec 2005 3 Dec 2004 4 Dec 2008 14 Dec 2007 7 Dec 2006 26 Apr 2006	At 1 July 2008 — 333,327 225,000 225,000 225,000 1,008,327 — 211,993 80,000 40,000 331,993 — — — 197,676 175,000 110,000 110,000 592,676 — 197,676 225,000 110,000 110,000 642,676 — 154,187 175,000 80,000 80,000 489,187 — 187,702 225,000 325,000 737,702	Granted 500,000 — — — — 500,000 225,000 — — — 225,000 325,839 325,839 225,000 — — — — 225,000 225,000 — — — — 225,000 175,000 — — — — 175,000 225,000 — — — 225,000	Vested — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —	Lapsed — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — —	At 30 June 2009 500,000 333,327 225,000 225,000 225,000 1,508,327 225,000 211,993 80,000 40,000 556,993 325,839 325,839 225,000 197,676 175,000 110,000 110,000 817,676 225,000 197,676 225,000 110,000 110,000 867,676 175,000 154,187 175,000 80,000 80,000 664,187 225,000 187,702 225,000 325,000 962,702	Date award vests and becomes exercisable (1) Aug 2013 Aug 2012 Aug 2011 Aug 2010 Aug 2009 Aug 2013 Aug 2012 Aug 2011 Aug 2010 Aug 2013 Aug 2013 Aug 2012 Aug 2011 Aug 2010 Aug 2009 Aug 2013 Aug 2012 Aug 2011 Aug 2010 Aug 2009 Aug 2013 Aug 2012 Aug 2011 Aug 2010 Aug 2009 Aug 2013 Aug 2012 Aug 2011 Aug 2010	Market price on date of grant (2)
								A$27.50 A$42.05 £ 9.72 £ 8.90 £ 5.91 £ 10.60 £ 15.45 £ 9.72 £ 8.90 £ 10.60 A$27.50 A$42.05 A$26.40 A$22.03 A$15.28 A$27.50 A$42.05 A$26.40 A$22.03 A$15.28 A$27.50 A$42.05 A$26.40 A$22.03 A$15.28 A$27.50 A$42.05 A$26.40 A$31.06

Notes

(1) The performance period for each award ends on 30 June in the year the award vests and becomes exercisable. In accordance with the LTIP rules, awards will vest and become exercisable on, or as soon as practicable after, the first non-prohibited period date occurring after 30 June. The expiry date of awards is the day prior to the fifth anniversary of the date the award vests and becomes exercisable.

(2) The fair values of the share awards granted on 4 December 2008, estimated using a Monte Carlo simulation, were A$10.18 and £3.92.

203

Awards of Deferred Shares under the GIS

204	Name Executive Director Marius Kloppers . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . Other members of the GMC Alberto Calderon . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . Marcus Randolph . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . Alex Vanselow . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . Karen Wood . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . J Michael Yeager . . . . . . . . . Total . . . . . . . . . . . . . . . . . . .	Date ofgrant 4 Dec 2008 14 Dec 2007 7 Dec 2006 5 Dec 2005 4 Dec 2008 14 Dec 2007 7 Dec 2006 4 Dec 2008 14 Dec 2007 7 Dec 2006 5 Dec 2005 4 Dec 2008 14 Dec 2007 7 Dec 2006 5 Dec 2005 4 Dec 2008 14 Dec 2007 7 Dec 2006 5 Dec 2005 3 Dec 2004 4 Dec 2008 14 Dec 2007 7 Dec 2006	At 1 July 2008 — 27,582 37,300 52,771 117,653 — 17,207 11,926 29,133 — 23,648 29,455 32,199 85,302 — 24,847 23,030 25,633 73,510 — 19,643 18,267 20,462 26,631 85,003 — 26,460 6,614 33,074	Granted 95,847 — — — 95,847 — — — 45,027 — — — 45,027 — — — — — 30,778 — — — — 30,778 56,373 — — 56,373	Vested — — 37,300 — 37,300 — — 11,926 11,926 — — 29,455 — 29,455 — — 23,030 — 23,030 — — 18,267 — — 18,267 — — 6,614 6,614	Lapsed — — — — — — — — — — — — — — — — — — — — — — — — — — — — —	Exercised 37,300 52,771 90,071 — — — — — — 29,455 32,199 61,654 — — 23,030 25,633 48,663 — — — — 26,631 26,631 — — 6,614 6,614	At 30 June 2009 95,847 27,582 — — 123,429 — 17,207 11,926 29,133 45,027 23,648 — — 68,675 — 24,847 — — 24,847 30,778 19,643 18,267 20,462 — 89,150 56,373 26,460 — 82,833	Date award vests and becomes exercisable (1) Aug 2010 Aug 2009 27 Nov 2008 Vested prior to 1 July 2008 Aug 2009 27 Nov 2008 Aug 2010 Aug 2009 27 Nov 2008 Vested prior to 1 July 2008 Aug 2010 Aug 2009 27 Nov 2008 Vested prior to 1 July 2008 Aug 2010 Aug 2009 27 Nov 2008 Vested prior to 1 July 2008 Aug 2010 Aug 2009 27 Nov 2008	Market price on date of grant (2) A$27.50 A$42.05 £ 9.72 £ 8.90 — £ 15.45 £ 9.72 A$27.50 A$42.05 A$26.40 A$22.03 — A$42.05 A$26.40 A$22.03 A$27.50 A$42.05 A$26.40 A$22.03 A$15.28 A$27.50 A$42.05 A$26.40	Market price on date of vesting — — £ 11.81 £ 13.65 — — £ 11.81 — — A$28.80 A$35.40 — — A$28.80 A$35.40 — — A$28.80 A$35.40 A$28.39 A$28.80	Market price on date of exercise — — £ 15.58 £ 15.58 — — A$31.00 A$31.00 — — A$31.00 A$31.00 — — — — A$31.00 — — A$32.23	Aggregate gain of shares exercised
													— — £ 581,171 £ 822,225 — — A$913,105 A$998,169 — — A$713,930 A$794,623 — — — — A$825,561 — — A$213,169

Notes

(1) The holding period for each award ends on 30 June in the year the award vests and becomes exercisable. In accordance with the GIS rules, awards will vest and become exercisable on, or as soon as practicable after, the first non-prohibited period date occurring after 30 June. The expiry date of awards is the day prior to the third anniversary of the date the award vests and becomes exercisable.
(2) The fair values of the share awards granted on 4 December 2008, estimated using a Net Present Value model, were A$26.39 and £10.25.

Awards of Options under the GIS

Name Alberto Calderon . . . . . . . Alex Vanselow . . . . . . . .	Date of grant 4 Dec 2008 4 Dec 2008	Exercise price payable £ 10.89 A$29.15	At 1 July 2009 — —	Granted 143,227 153,768	Vested — —	Lapsed — —	Exercised — —	At 30 June 2009 143,227 153,768	Date award vests and becomes exercisable (1) Aug 2010 Aug 2010	Market price on date of grant (2) £ 10.60 A$27.50	Market price on date of vesting — —	Market price on date of exercise — —	Aggregate gain of shares exercised
													— —

Notes

(1) The holding period for each award ends on 30 June in the year the award vests and becomes exercisable. In accordance with the GIS rules, awards will vest and become exercisable on, or as soon as practicable after, the first non-prohibited period date occurring after 30 June. The expiry date of awards is the day prior to the third anniversary of the date the award vests and becomes exercisable.
(2) The fair values of the share awards granted on 4 December 2008, estimated using a Black-Scholes model, were A$8.77 and £3.59.

Awards of Performance Shares under the GIS

Name Karen Wood . . . . . . . . . . . . . . .	Date ofgrant 21 Nov 2003	At 1 July 2008 16,547	Granted —	Vested —	Lapsed —	Exercised 16,547	At 30 June 2009 —	Date award vests and becomes exercisable (1) Vested prior to 1 July 2008	Market price on date of grant (2) A$10.76	Market price on date of vesting A$28.39	Market price on date of exercise A$38.04	Aggregate gain of shares exercised
												A$629,448

Note

(1) The expiry date for the Performance Shares is 22 August 2009.

Awards of Performance Rights under the Performance Share Plan

Name Karen Wood . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Date of grant 8 Nov 2001	At 1 July 2008 25,846	Granted —	Vested —	Lapsed —	Exercised —	At 30 June 2009 25,846	Date award vests and becomes exercisable (1) Vested prior to 1 July 2008	Market price on date of exercise —	Aggregate gain of shares exercised
										—

Note

(1) The expiry date for the Performance Shares is 30 September 2011.

6.6.10 Share Prices for FY2009

6.6.10 Share Prices for FY2009
BHP Billiton Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BHP Billiton Plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30 June 2009 A$34.72 £13.64	Highest A$44.40 1 July 2008 £18.41 1 July 2008	Lowest
			A$21.10 20 November 2008 £7.52 20 November 2008

6.6.11 Shareplus

Shareplus, an all-employee share purchase plan, was launched in April 2007. Employees may contribute money to acquire shares (Acquired Shares) in any Plan year. The maximum annual contribution for Shareplus since its introduction has been set at US$5,000. On the third anniversary of a Plan year, subject to the employee still being in employment, the Company will match the number of Acquired Shares held by the employee at that time and award Matched Shares on a 1:1 basis. The employees have no beneficial entitlement to the Matched Shares until they are awarded. Acquired Shares are purchased on a quarterly basis. Employees can sell their Acquired Shares at any time. The CEO and members of the GMC are eligible to participate in Shareplus; non-executive Directors are not. The Acquired Shares that have been purchased on behalf of the CEO and members of the GMC are shown in their holdings of ordinary shares in section 7 Directors’ Report. As at 30 June 2009, approximately 34 per cent of employees were participants in Shareplus.

6.6.12 Estimated value range of awards

The maximum possible value of awards yet to vest to be disclosed under the Australian Corporations Act 2001 is not determinable as it is dependent on, and therefore fluctuates with, the share prices of BHP Billiton Limited and BHP Billiton Plc at a date that any award is exercised. An estimate of a maximum possible value of awards for members of the GMC can be made using the highest share price during FY2009, which was A$44.40 and £18.41, multiplied by the number of shares awarded for each scheme.

6.6.13 Chip Goodyear

Prior to his retirement in January 2008, Charles (Chip) Goodyear was in discussions with the UK Inland Revenue regarding tax liabilities arising from the apportionment of his services to BHP Billiton Plc in the UK. In 2009, Mr Goodyear reached an agreement with the tax authorities regarding settlement of the tax liability. As the enquiry arose as a result of the way in which BHP Billiton apportioned his employment between BHP Billiton Limited and BHP Billiton Plc, the Company entered into a loan arrangement with Mr Goodyear to facilitate the settlement. The tax liability will be eligible to be claimed as foreign tax credits by Mr Goodyear, and the terms of the loan agreement require Mr Goodyear to repay the loan amount within 30 days of receiving such credits. The total amount of the loan was US$1,299,528 plus interest. An estimate of this liability was included in the 2008 BHP Billiton Remuneration Report as a non-monetary and other benefit of Mr Goodyear.

6.6.14 Aggregate Directors’ remuneration

This table sets out the aggregate remuneration of executive and non-executive Directors in accordance with the requirements of the UK Companies Act 2006 (and the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 made thereunder).

(Accounts and Reports) Regulations 2008 made thereunder).
US dollars million	2009	2008
Emoluments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7	7
Termination payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	—
Awards vesting under long-term incentive schemes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2	4
Gains on exercise of Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	—	—
Pension contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1	1
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10	12

206

6.7 Bonus amount for petroleum executives

Oil and gas reserve targets are one of the specific performance measures by which the BHP Billiton Petroleum executive bonus awards are determined. The addition of reserves is a key indicator of the future success of the Petroleum business. However, executives are not impacted directly by the reserve target. This measure is one of several in the areas of HSEC, Production, Finance, Growth and Corporate Citizenship that are taken into account to determine the discretionary bonus pool available for Petroleum executives. The bonus pool is then allocated to executives based upon relative overall performance.

Our Petroleum Reserves Manager has ultimate responsibility for the calculation of recorded reserves, and reports to our Chief Financial Officer on all matters to do with oil and gas reserves. His specific performance measures for the purpose of bonus awards do not include any component relating to recorded reserves.

Reserve Target setting for fiscal 2010

Target reserve levels are based on expected production for the year in millions of barrels of oil equivalent. Gas volumes are converted to equivalent liquid volumes. All reserves revisions are included, whether positive or negative, but sales or purchases of properties are excluded.

207

7 Directors’ Report

The information presented by the Directors in this Directors’ Report relates to BHP Billiton Limited and BHP Billiton Plc and their subsidiaries. The Chairman’s Review in section 1.2, Chief Executive Officer’s Report in section 1.3 and section 1 Key information, section 2 Information on the Company, section 3 Operating and financial review and prospects and section 11 Shareholder information of this Annual Report are each incorporated by reference into, and form part of, this Directors’ Report.

7.1 Principal activities, state of affairs and business review

The UK Companies Act 2006 requires this Directors’ Report to include a fair review of the business of the Group during FY2009 and of the position of the Group at the end of the financial year and a description of the principal risks and uncertainties facing the Group (known as the ‘business review’). In addition to the information set out below, the information that fulfils the requirements of the business review can be found in the following sections of this Annual Report (which are each incorporated by reference into this Directors’ Report):

Section
Key performance indicators . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Business overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sustainable development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Reference

1.4 and 3.3
1.5
2.2
2.8
2.10
3

A review of the operations of the Group during FY2009, and the expected results of those operations in future financial years, is set out in sections 1.2, 1.3, 2.2 and 3 and other material in this Annual Report. Information on the development of the Group and likely developments in future years also appears in those sections of this Annual Report. The Directors believe that to include further information on those matters and on the strategies and expected results of the operations of the Group in this Annual Report would be likely to result in unreasonable prejudice to the Group.

Our principal activities during FY2009 were minerals exploration, development, production and processing (in respect of alumina, aluminium, copper, iron ore, metallurgical coal, energy coal, nickel, manganese ores and alloys, diamonds, titanium minerals and uranium), and oil and gas exploration, development and production.

Significant changes in the state of affairs of the Group that occurred during FY2009 and significant postbalance date events are set out below and in sections 2.2 and 3 of this Annual Report.

There were changes to the composition of the Board and management during FY2009. Alan Boeckmann and Keith Rumble were each appointed to the Board on 1 September 2008 (and elected to the Board at the 2008 Annual General Meetings) and Wayne Murdy commenced as a Director on 18 June 2009. Alan Boeckmann is a member of the Remuneration Committee, Keith Rumble is a member of the Sustainability Committee and Wayne Murdy is a member of the Risk and Audit Committee. Andrew Mackenzie commenced as Group Executive and Chief Executive, Non-Ferrous, and as a member of the Group Management Committee on 17 November 2008.
On 25 July 2008, we announced approval of expenditure of US$625 million (BHP Billiton share) for the full field development of the Turrum oil and gas field in the Gippsland Basin, offshore Victoria. The Turrum development will produce new supplies of natural gas and liquids through new and existing Bass Strait facilities. Turrum is part of the Gippsland Basin Joint Venture in which BHP Billiton and ExxonMobil subsidiary, Esso Australia Resources Pty Ltd (operator), each have a 50 per cent interest.
On 25 November 2008, we announced that the Board had concluded that the offer for the ordinary share capital of Rio Tinto Limited and Rio Tinto plc (announced on 6 February 2008) was no longer in the best interests of BHP Billiton shareholders. BHP Billiton’s offer for Rio Tinto subsequently lapsed.

208

On 25 November 2008, we announced approval of the Rapid Growth Project 5 (‘RGP 5’) with a total capital investment of US$4.8 billion (BHP Billiton’s share), including previously approved capital of US$930 million. RGP 5 will significantly increase installed capacity across our Western Australia iron ore operations. RGP 5 is expected to deliver first production in the second half of the 2011 calendar year. The majority of production growth will come from the Yandi and Mining Area C operations. RGP 5 will also deliver significant infrastructure upgrades, including additional shipping berths at the Port Hedland inner harbour (Finucane Island), substantial double tracking of the Company’s rail system and additional crushing, screening and stockpiling facilities at Yandi.
On 21 January 2009 and 3 July 2009, we announced changes to our nickel business, being the safe ramp-down and indefinite suspension of the Ravensthorpe Nickel Operation (Australia) and the sale of Yabulu. This decision to ramp-down nickel operations took into account the diminished prospects for profitability of Ravensthorpe in the current environment, significant and continuing deterioration in the outlook for the nickel market, and the projected level of capital expenditure required in order to achieve and sustain projected production volumes at Ravensthorpe.
On 5 June 2009, we announced that BHP Billiton has entered into a non-binding agreement with Rio Tinto Limited and Rio Tinto plc (together ‘Rio Tinto’) to establish a production joint venture covering the entirety of both companies’ Western Australian iron ore assets. The joint venture will encompass all current and future Western Australian iron ore assets and liabilities and will be owned 50:50 by BHP Billiton and Rio Tinto. The joint venture is expected to unlock significant value from the companies’ overlapping, world-class resources. The establishment of the joint venture will be subject to execution of binding agreements as well as regulatory and shareholder approvals.

No other matter or circumstance has arisen since the end of FY2009 that has significantly affected or may significantly affect the operations, the results of operations or state of affairs of the Group in future years.

7.2 Share capital and buy-back programs

The BHP Billiton Limited on-market share buy-back program and the BHP Billiton Plc on-market share buy-back program were each suspended in FY2008. The Directors do not presently intend to reactivate these buy-back programs.

At the Annual General Meetings held during 2008, shareholders authorised BHP Billiton Plc to make on-market purchases of up to 223,112,120 of its ordinary shares, representing approximately 10 per cent of BHP Billiton Plc’s issued share capital at that time. Shareholders will be asked at the 2009 Annual General Meetings to renew this authority.

During FY2009, we did not make any on-market or off-market purchases of BHP Billiton Limited or BHP Billiton Plc shares under any share buy-back program of the Group.

Some of our executives are entitled to options as part of their remuneration arrangements. We can satisfy these entitlements either by the acquisition of shares on-market and, in respect of some entitlements, by the issue of new shares.

209

The shares in column ‘A’ below were purchased to satisfy awards made under the various BHP Billiton Limited and BHP Billiton Plc employee share schemes during FY2009.

Period 1 July 2008 to 31 July 2008 . . . . . . . . . . . 1 Aug 2008 to 31 Aug 2008 . . . . . . . . . . 1 Sep 2008 to 30 Sep 2008 . . . . . . . . . . . 1 Oct 2008 to 31 Oct 2008 . . . . . . . . . . . 1 Nov 2008 to 30 Nov 2008 . . . . . . . . . . 1 Dec 2008 to 31 Dec 2008 . . . . . . . . . . . 1 Jan 2009 to 31 Jan 2009 . . . . . . . . . . . . 1 Feb 2009 to 29 Feb 2009 . . . . . . . . . . . 1 Mar 2009 to 31 Mar 2009 . . . . . . . . . . . 1 Apr 2009 to 30 Apr 2009 . . . . . . . . . . . 1 May 2009 to 31 May 2009 . . . . . . . . . . 1 June 2009 to 30 June 2009 . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . .	A Total number of sharespurchased 757,019 789,888 323,422 423,140 241,280 599,839 250,809 1,005,894 638,080 826,061 238,363 628,047 6,721,842	B Average price paid per share (a) 34.89 33.86 37.25 20.07 17.77 20.73 20.66 19.60 21.51 24.21 25.29 26.02 25.50	C Total number of shares purchased as part of publicly announced plans or programs — — — — — — — — — — — — —	D Maximum number of shares that may yet be purchased under the plans orprogram BHP Billiton Limited BHP Billiton Plc (b) — (c) 223,112,120 (d) — (c) 223,112,120 (d) — (c) 223,112,120 (d) — (c) 223,112,120 (d) — (c) 223,112,120 (d) — (c) 223,112,120 (d) — (c) 223,112,120 (d) — (c) 223,112,120 (d) — (c) 223,112,120 (d) — (c) 223,112,120 (d) — (c) 223,112,120 (d) — (c) 223,112,120 (d)
				BHP Billiton Limited — (c) — (c) — (c) — (c) — (c) — (c) — (c) — (c) — (c) — (c) — (c) — (c)

(a) The shares were purchased in the currency of the stock exchange on which the purchase took place, and the sale price has been converted into US dollars at the exchange rate of the day of the purchase.
(b) On 14 December 2007, the share buy-back program was suspended.
(c) While BHP Billiton Limited is able to buy back and cancel BHP Billiton Limited shares within the ‘10/12 limit’ without shareholder approval in accordance with section 257B of the Australian Corporations Act 2001, BHP Billiton Limited has not made any announcement to the market extending the on-market share buy-back program beyond 30 September 2007. Any future on-market share buy-back program will be conducted in accordance with the Australian Corporations Act 2001 and will be announced to the market in accordance with the ASX Listing Rules.
(d) At the Annual General Meetings held during 2008, shareholders authorised BHP Billiton Plc to make on-market purchases of up to 223,112,120 of its ordinary shares, representing approximately 10 per cent of BHP Billiton Plc’s issued share capital at that time.

7.3 Results, financial instruments and going concern

Information about our financial position is included in the financial statements in this Annual Report. The income statement set out in this Annual Report shows profit attributable to BHP Billiton members of US$5,877 million compared with US$15,390 million in 2008.

Details of our financial risk management objectives and policies are set out in section 5.6 of this Annual Report and note 30 ‘Financial risk management’ in the financial statements of this Annual Report, each of which is incorporated into, and forms part of, this Directors’ Report.

The Directors, having made appropriate enquiries, consider that the Group has adequate resources to continue in the operational business for the foreseeable future and have therefore continued to adopt the goingconcern basis in preparing the financial statements.

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7.4 Directors

The Directors who served at any time during or since the end of the financial year were Don Argus, Marius Kloppers, Paul Anderson, Alan Boeckmann, John Buchanan, Carlos Cordeiro, David Crawford, Gail de Planque, David Jenkins, David Morgan, Wayne Murdy, Jacques Nasser, Keith Rumble and John Schubert. Further details of the Directors of BHP Billiton Limited and BHP Billiton Plc are set out in section 4.1 of this Annual Report. These details include the period for which each Director held office up to the date of this Directors’ Report, their qualifications, experience and particular responsibilities, the directorships held in other listed companies since 1 July 2006, and the period for which each directorship has been held.

Alan Boeckmann and Keith Rumble were each appointed as a Director of BHP Billiton Limited and BHP Billiton Plc with effect from 1 September 2008 and elected to the Board at the 2008 Annual General Meetings. Wayne Murdy was appointed as a Director of BHP Limited and BHP Billiton Plc with effect from 18 June 2009.

The number of meetings of the Board and its Committees held during the year and each Director’s attendance at those meetings are set out in sections 5.3.12 and 5.4.1 of this Annual Report.

7.5 Remuneration and share interests

7.5.1 Remuneration

The policy for determining the nature and amount of emoluments of members of the Group Management Committee (GMC) (including the executive Director) and the non-executive Directors and information about the relationship between that policy and our performance are set out in sections 6.1, 6.3 and 6.4 of this Annual Report.

The remuneration tables contained in sections 6.6.3 and 6.6.5 of this Annual Report set out the remuneration of members of the GMC (including the executive Director) and the non-executive Directors.

7.5.2 Directors

The tables contained in section 7.20 of this Directors’ Report set out the relevant interests in shares in BHP Billiton Limited and BHP Billiton Plc of the Directors who held office at 30 June 2009, at the beginning and end of FY2009, and in relation to all Directors in office as at the date of this Directors’ Report, their relevant interests in shares in BHP Billiton Limited and BHP Billiton Plc as at the date of this Directors’ Report. No rights or options over shares in BHP Billiton Limited and BHP Billiton Plc are held by any of the non-executive Directors. Interests held by the executive Directors under share and option plans are set out in the tables showing interests in incentive plans contained in section 6.6.9 of this Annual Report. Further details of all options and rights held as at the date of this Directors’ Report (including those issued during or since the end of FY2009), and of shares issued during or since the end of FY2009 upon exercise of options and rights, are set out in note 32 ‘Key Management Personnel’ in the financial statements of this Annual Report. Except as disclosed in these tables, there have been no other changes in the Directors’ interests over shares or options in BHP Billiton Limited and BHP Billiton Plc between 30 June 2009 and the date of this Directors’ Report.

We have not made available to any Director any interest in a registered scheme.

The former Directors of BHP Limited participated in a retirement plan under which they were entitled to receive a payment on retirement calculated by reference to years of service. This plan was closed on 24 October 2003, and benefits accrued to that date are held by BHP Billiton Limited and will be paid on retirement. Further information about this plan and its closure are set out in section 6.6.8 of this Annual Report.

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7.5.3 GMC members

The table contained in section 7.21 of this Directors’ Report sets out the relevant interests held by members of the GMC (other than Directors) in shares of BHP Billiton Limited and BHP Billiton Plc at the beginning and end of FY2009, and at the date of this Directors’ Report. Interests held by members of the GMC under share and option plans are set out in the tables showing interests in incentive plans contained in section 6.6.9 of this Annual Report. Further details of all options and rights held as at the date of this Directors’ Report (including those issued during or since the end of FY2009), and of shares issued during or since the end of FY2009 upon exercise of options and rights, are set out in note 32 ‘Key Management Personnel’ in the financial statements of this Annual Report.

7.6 Secretaries

Jane McAloon is the Group Company Secretary. Details of her qualifications and experience are set out in section 4.1 of this Annual Report. The following people also act as the Company Secretaries of either BHP Billiton Limited or BHP Billiton Plc: Fiona Smith, BSc LLB, FCIS, Deputy Company Secretary BHP Billiton Limited, Elizabeth Hobley, BA (Hons), ACIS, Deputy Company Secretary BHP Billiton Plc and Geof Stapledon, BEc LLB (Hons), DPhil, FCIS, Deputy Company Secretary BHP Billiton Plc. Each such individual has experience in a company secretariat role arising from time spent in such roles within BHP Billiton, large listed companies or other relevant entities.

7.7 Indemnities and insurance

Rule 146 of the BHP Billiton Limited Constitution and Article 146 of the BHP Billiton Plc Articles of Association require each Company to indemnify to the extent permitted by law, each Director, Secretary or executive officer of BHP Billiton Limited and BHP Billiton Plc respectively against liability incurred in, or arising out of, the conduct of the business of the Company or the discharge of the duties of the Director, Secretary or executive officer. The Directors named in section 4.1 of this Annual Report, the executive officers and the Company Secretaries of BHP Billiton Limited and BHP Billiton Plc have the benefit of this requirement, as do individuals who formerly held one of those positions.

In accordance with this requirement, BHP Billiton Limited and BHP Billiton Plc have entered into Deeds of Indemnity, Access and Insurance (Deeds of Indemnity) with each of their respective Directors. The Deeds of Indemnity are qualifying third party indemnity provisions for the purposes of the UK Companies Act 2006.

We have a policy that we will, as a general rule, support and hold harmless an employee including an employee appointed as a director of a subsidiary who, while acting in good faith, incurs personal liability to others as a result of working for us. In addition, where a person chairs a Customer Sector Group Risk and Audit Committee, and that person is not already indemnified as an officer or a Director, a policy is in place to indemnify that chairperson in the same manner as our officers are indemnified. The Board has approved this policy.

From time to time, we engage our External Auditor, KPMG, to conduct non-statutory audit work and provide other services in accordance with our policy on the provision of other services by the External Auditor. The terms of engagement include an indemnity in favour of KPMG:

against all losses, claims, costs, expenses, actions, demands, damages, liabilities or any proceedings (liabilities) incurred by KPMG in respect of third party claims arising from a breach by the Group under the engagement terms; and
for all liabilities KPMG has to the Group or any third party as a result of reliance on information provided by the Group that is false, misleading or incomplete.

We have insured against amounts that we may be liable to pay to Directors, Company Secretaries or certain employees pursuant to Rule 146 of the Constitution of BHP Billiton Limited and Article 146 of the Articles of

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Association of BHP Billiton Plc or that we otherwise agree to pay by way of indemnity. The insurance policy also insures Directors, Company Secretaries and some employees against certain liabilities (including legal costs) they may incur in carrying out their duties for us.

We have paid premiums for this ‘Directors and Officers’ insurance of US$3,320,750 net during FY2009. Some Directors, Secretaries and employees contribute to the premium for this insurance.

7.8 Employee policies and involvement

We are committed to open, honest and productive relationships with our employees. Our relationships are defined by our Charter values and are consistent with our commitment to align the interests of employees and our shareholders.

Our commitment to people is the foundation pillar of our strategy. Our approach is outlined in our Human Resources Policy, our Code of Business Conduct and our Human Resources Standards and Procedures that prescribe what we will do and how we will do it. All of these documents are published and accessible.

Key to our engagement is the need to maintain effective communication and consultation between employees and management. The prime relationship and accountability for this is through the relationship of the employee and his or her direct supervisor. Employees are also provided with regular briefings by senior management on important issues such as health and safety, the environment, our strategy and the performance of our Company and our industry.

Access to information is available through different media, including the internet, intranet, email, newsletters and other means designed to cater for the local environment. These are all important tools for increasing awareness of safety and corporate performance and other important industry and operational issues. They are also used to facilitate employee feedback, as are a variety of consultative processes. Formal grievance and dispute resolution procedures apply in all businesses.

All employees are invited to participate in Shareplus, the all-employee share purchase plan. Where local regulations limit the operation of Shareplus we have developed equivalent schemes. The plan was introduced in April 2007. As at 30 June 2009, approximately 34 per cent of employees were participants in Shareplus. Shareplus is described in further detail in section 6.6.11 of this Annual Report. Incentive and bonus schemes also operate across the Group and are predicated on the need to meet targets relating to our Company’s performance in areas such as health, safety, and finance and in the personal performance of each employee.

All employment decisions are based on merit. We work actively to avoid discrimination on any basis, including disability, both at the recruitment phase, and after employment has commenced in development, training and career progression.

Where an employee suffers some disability while they are employed we work to identify roles that meet their skill, experience and capability, and in some cases offer retraining. We also work hard to offer flexible work practices where this is possible taking into account the needs of the employee and those of the particular workplace.

Our employees can access our Annual Reports via the intranet or hard copy. The means by which we communicate with shareholders is described in section 5.2 of this Annual Report.

7.9 Environmental performance

Particulars in relation to environmental performance are referred to in sections 2.8, 3.3 and 7.22 of this Annual Report and in the Sustainability Summary Report and the Supplementary Information to the Sustainability Summary Report, available at www.bhpbilliton.com .

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7.10 Corporate Governance

The UK Financial Services Authority’s Disclosure and Transparency Rules, (DTR 7.2) require that certain information be included in a corporate governance statement set out in the Directors’ Report. BHP Billiton has an existing practice of issuing a separate corporate governance statement as part of its Annual Report. The information required by the Disclosure and Transparency Rules and the UK Financial Services Authority’s Listing Rules (LR 9.8.6) is located in section 5 of this Annual Report, with the exception of the information referred to in DTR 7.2.6, which is located in section 7.23 of this Annual Report.

7.11 Dividends

A final dividend of 41.0 US cents per share will be paid on 25 September 2009. Details of the dividends paid and the dividend policy are set out in sections 3.7.6 and 11.3 of this Annual Report.

7.12 Auditors

A resolution to reappoint KPMG Audit Plc as the auditor of BHP Billiton Plc will be proposed at the 2009 Annual General Meetings in accordance with section 489 of the UK Companies Act 2006.

No person who was an officer of BHP Billiton during FY2009 was a director or partner of the Group’s External Auditor at a time when the Group’s External Auditor conducted an audit of the Group.

Each person who held the office of Director at the date the Board resolved to approve this Directors’ Report makes the following statements:

so far as the Director is aware, there is no relevant audit information of which the Group’s External Auditor is unaware; and
the Director has taken all steps that he or she ought to have taken as a Director to make him or herself aware of any relevant audit information and to establish that the Group’s External Auditor is aware of that information.

7.13 Non-audit services

Details of the non-audit services undertaken by our External Auditor, including the amounts paid for non-audit services, are set out in note 36 ‘Auditor’s remuneration’ in the financial statements of this Annual Report. Based on advice provided by the Risk and Audit Committee, the Directors have formed the view that the provision of non-audit services is compatible with the general standard of independence for auditors, and that the nature of non-audit services means that auditor independence was not compromised. Further information about our policy in relation to the provision of non-audit services by the auditor is set out in section 5.5.1 of this Annual Report.

7.14 Value of land

Much of our interest in land consists of leases and other rights that permit the working of such land and the erection of buildings and equipment thereon for the purpose of extracting and treating minerals. Such land is mainly carried in the accounts at cost and it is not possible to estimate the market value, as this depends on product prices over the long term, which will vary with market conditions.

7.15 Political and charitable donations

No political contributions or donations for political purposes were made during FY2009. We made charitable donations for the purposes of funding community programs in the United Kingdom of US$220,685 (cash) (2008: US$1,068,780) and worldwide, including in-kind support and administrative cost totalling US$197,838,573 (2008: US$141,009,613).

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The total amount of charitable donations made worldwide in FY2009 includes US$60 million contributed to a trust (registered with the UK Charities Commission) established for the purposes of funding community investment globally.

7.16 Exploration, research and development

Companies within the Group carry out exploration and research and development necessary to support their activities. Further details are provided in sections 2.5 and 2.6 of this Annual Report.

7.17 Creditor payment policy

When we enter into a contract with a supplier, payment terms will be agreed when the contract begins and the supplier will be made aware of these terms. We do not have a specific policy towards our suppliers and do not follow any code or standard practice. However, we settle terms of payment with suppliers when agreeing overall terms of business, and seek to abide by the terms of the contracts to which we are bound. As at 30 June 2009, BHP Billiton Plc (the unconsolidated parent entity) had no trade creditors outstanding and therefore had nil days purchases outstanding in respect of costs, based on the total invoiced by suppliers during FY2009.

7.18 Class order

BHP Billiton Limited is a company of a kind referred to in Australian Securities and Investments Commission Class Order No. 98/100, dated 10 July 1998. Amounts in this Directors’ Report and the financial statements, except estimates of future expenditure or where otherwise indicated, have been rounded to the nearest million dollars in accordance with that Class Order.

7.19 Proceedings on behalf of BHP Billiton Limited

No proceedings have been brought on behalf of BHP Billiton Limited, nor any application made under section 237 of the Australian Corporations Act 2001.

7.20 Directors’ shareholdings

The tables below set out information pertaining to the shares held by Directors in BHP Billiton Limited and BHP Billiton Plc.

BHP Billiton Limited shares Paul Anderson (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Don Argus (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Alan Boeckmann (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . John Buchanan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Carlos Cordeiro(2)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . David Crawford (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E Gail de Planque (2)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . David Jenkins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Marius Kloppers (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . David Morgan (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wayne Murdy (2)(3)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Jacques Nasser (2)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Keith Rumble (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . John Schubert . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	As at date of Directors’ Report 106,000 321,890 — — 6,550 33,127 5,180 2,066 27,910 156,758 4,030 5,600 — 23,675	As at 30 June 2009 106,000 321,890 — — 6,550 33,127 5,180 2,066 328 146,550 4,030 5,600 — 23,675	As at 30 June 2008
			106,000 321,890 — — 6,550 33,127 3,580 2,066 160 146,550 — 5,600 — 23,675

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BHP Billiton Plc shares Paul Anderson (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Don Argus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Alan Boeckmann . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . John Buchanan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Carlos Cordeiro . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . David Crawford . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E Gail de Planque . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . David Jenkins (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Marius Kloppers (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . David Morgan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wayne Murdy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Jacques Nasser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Keith Rumble (2)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . John Schubert . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	As at date of Directors’ Report 4,000 — — 20,000 — — — 10,000 548,678 — — — 12,000 —	As at 30 June 2009 4,000 — — 20,000 — — — 10,000 443,520 — — — 12,000 —	As at 30 June 2008
			4,000 — — 20,000 — — — 10,000 396,683 — — — — —

(1) 66,000 BHP Billiton Limited shares are held in the form of 33,000 American Depositary Shares. 4,000 BHP Billiton Plc shares are held in the form of 2,000 American Depositary Shares.
(2) Includes shares held in the name of spouse, superannuation fund, nominee and/or other controlled entities.
(3) All BHP Billiton Limited shares are held in the form of American Depositary Shares: Carlos Cordeiro (3,275), Gail de Planque (2,590), Wayne Murdy (2,015) and Jacques Nasser (2,800).
(4) Alan Boeckmann and Keith Rumble were each appointed to the Board with effect from 1 September 2008. Wayne Murdy was appointed to the Board with effect from 18 June 2009.

7.21 GMC members’ shareholdings (other than Directors)

The following table sets out information pertaining to the shares in BHP Billiton Limited held by those senior executives who were members of the GMC during FY2009 (other than the executive Director).

BHP Billiton Limited shares Alberto Calderon . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Andrew Mackenzie (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Marcus Randolph (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Alex Vanselow (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Karen Wood (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . J Michael Yeager (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	As at date of Directors’ Report — — 251,068 173,913 158,739 23,708	As at 30 June 2009 — — 117,420 99,888 71,959 6,958	As at 30 June 2008
			— — 175,594 53,057 45,813 134

(1) Includes shares held in the name of spouse, superannuation fund and/or nominee.

(2) Andrew Mackenzie commenced as a member of the Group Management Committee on 17 November 2008.

BHP Billiton Plc shares Alberto Calderon (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Andrew Mackenzie (1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	As at date of Directors’ Report 17,478 55,000	As at 30 June 2009 344 55,000	As at 30 June 2008
			156 —

(1) Includes shares held in the name of spouse, superannuation fund and/or nominee.

(2) Andrew Mackenzie commenced as a member of the Group Management Committee on 17 November 2008.

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7.22 Performance in relation to environmental regulation

A significant environmental incident is one with a severity rating of 3 or above based on our internal severity rating scale (tiered from 1 to 5 by increasing severity). There have been no significant environmental incidents during FY2009.

Fines and prosecutions

BHP Billiton did not receive any significant environmental fines during FY2009. Further information about our performance in relation to environmental regulation can be found in section 2.8 and 3.3 of this Annual Report and in the Sustainability Summary Report and the Supplementary Information to the Sustainability Summary Report available at www.bhpbilliton.com .

7.23 Share capital, restrictions on transfer of shares and other additional information

Information relating to BHP Billiton Plc’s share capital structure, restrictions on the holding or transfer of its securities or on the exercise of voting rights attaching to such securities and certain agreements triggered on a change of control, is set out in the following sections of this Annual Report:

Section 2.1 (BHP Billiton locations)
Section 2.7 (Government regulations)
Section 2.11 (Organisational structure)
Section 2.12 (Material contracts)
Section 2.13 (Constitution)
Section 5.4 (Board of Directors—Review, re-election and renewal)
Section 7.2 (Share capital and buy-back programs)
Section 11.2 (Share ownership)
Footnote (a) to note 19 ‘Share capital’ and footnote (d) to note 34 ‘Employee share ownership plans’ in the financial statements of this Annual Report.

Each of the above sections is incorporated by reference into, and forms part of, this Directors’ Report.

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8 Legal proceedings

We are involved from time to time in legal proceedings and governmental investigations of a character normally incidental to our business, including claims and pending actions against us seeking damages or clarification of legal rights and regulatory inquiries regarding business practices. In many cases, insurance or other indemnification protection afforded to us relates to such claims and may offset the financial impact on the Group of a successful claim.

This section summarises the significant legal proceedings and investigations in which we are currently involved.

Pinal Creek/Miami Wash area

BHP Copper Inc (BHP Copper) is involved in litigation concerning groundwater contamination resulting from historic mining operations near the Pinal Creek/Miami Wash area located in the State of Arizona. BHP Copper and the other members of the Pinal Creek Group (which consists of BHP Copper, Phelps Dodge Miami Inc and Inspiration Consolidated Copper Co) filed a contribution action in November 1991 in the Federal District Court for the District of Arizona against former owners and operators of the properties alleged to have caused the contamination. As part of this action, BHP Copper is seeking an equitable allocation of clean-up costs between BHP Copper, the other members of the Pinal Creek Group, and BHP Copper’s predecessors. BHP Copper’s predecessors have asserted a counterclaim in this action seeking indemnity from BHP Copper based upon their interpretation of the historical transaction documents relating to the succession in interest of the parties.

A State consent decree (the Decree) was approved by the Federal District Court for the District of Arizona in August 1998. The Decree authorises and requires groundwater remediation and facility-specific source control activities, and the members of the Pinal Creek Group are jointly liable for performing the non-facility specific source control activities. Such activities are currently ongoing. As of 30 June 2009, we have provided US$128 million (2008: US$125 million) for our anticipated share of the planned remediation work, based on a range reasonably foreseeable up to US$170 million (2008: US$170 million), and we have paid out US$60 million up to 30 June 2009. These amounts are based on the provisional equal allocation of these costs among the three members of the Pinal Creek Group. BHP Copper is seeking a judicial restatement of the allocation formula to reduce its share, based upon its belief, supported by relevant external legal and technical advice, that its property has contributed a significantly smaller share of the contamination than the other parties’ properties. BHP Copper is contingently liable for the whole of these costs in the event that the other parties are unable to pay.

BHP Copper has also filed suit against a number of insurance carriers seeking to recover under various insurance policies for remediation, response, source control and other costs noted above incurred by BHP Copper.

Rio Algom Pension Plan

In June 2003, Alexander E Lomas, a retired member of the Pension Plan for Salaried Employees of Rio Algom Mines Limited (Plan), filed a Notice of Application in a representative capacity in the Ontario Superior Court of Justice Commercial List against Rio Algom Limited (RAL) and the Plan Trustee alleging certain improprieties in their administration of the Pension Plan and use of Pension Plan funds from January 1966 onward.

Mr Lomas seeks relief both quantified and unquantified, for himself and those Plan members he purports to represent, in respect of a number of alleged breaches committed by RAL, including allegations of breach of employment contracts, breach of trust, breach of the Trust Agreement underlying the Pension Plan. In particular:

Mr Lomas seeks US$105.1 million (C$121.6 million) on account of monies alleged to have been improperly paid out or withheld from the Pension Plan, together with compound interest calculated from the date of each alleged wrongdoing; and
punitive, aggravated and exemplary damages in the sum of US$1.68 million (C$1.94 million).

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Mr Lomas purports to represent members of the defined benefits portion of the Pension Plan. In 2005, the defined contribution members of the Pension Plan were included as parties to this action.

A motion to strike Mr Lomas’ request for the winding up of the Plan was heard on 27 November 2006. The court struck out part of Mr Lomas’ claim, but allowed the remainder. RAL’s appeal from that decision was dismissed, but further leave to appeal to the Ontario Court of Appeal has been granted. The appeal will be set down for hearing on 19 October 2009.

RAL has notified its insurers of the application and has advised other third parties of possible claims against them in respect of matters alleged in the application.

Class action concerning Cerrejón privatisation

The non-government organisation, Corporación Colombia Transparente (CCT), brought three separate class actions (Popular Actions numbers 1,029, 1,032 and 1,048) against various defendants in connection with the privatisation of 50 per cent of the Cerrejón Zona Norte mining complex in Colombia in 2002. The complex is currently owned by Cerrejón Zona Norte SA (CZN) and Carbones del Cerrejón Limited (CDC). Our subsidiary Billiton Investment 3 BV owns a 33 per cent share in CDC, and our subsidiaries Billiton Investment 3 BV and Billiton Investment 8 BV (BHP Billiton Shareholders) collectively own a 33.33 per cent share in CZN. Popular actions numbers 1,029 and 1,048 were nullified by the Court in 2005 and an appeal was rejected in March 2007. A second right of appeal was granted, but in December 2008 this appeal was also dismissed. Accordingly, the only action still on foot is popular action 1,032, against CZN, which remains in discovery phase.

CCT alleges, in part, that the defendants failed to comply with the privatisation process, and that the offer price for shares in CZN between Stages 1 and 2 of the privatisation process was not correctly adjusted for inflation.

Our share of the alleged adjustment of the CZN share price would be approximately US$4 million. In the alternative, CCT seeks declaration that the privatisation is null and void and forfeiture of the transfer price paid, of which our share would be approximately US$133 million. In both instances, CCT also seeks unquantified sanctions, including payment of stamp taxes, an award of 15 per cent of all monies recovered by the defendants, together with interest on all amounts at the maximum rate authorised by law.

Mt Newman and Goldsworthy railway lines

In June 2004, Fortescue Metals Group Limited (FMG) applied to the National Competition Council (NCC) to have use of parts of the Mt Newman and Goldsworthy railway lines declared as a ‘service’ under Part IIIA of the Trade Practices Act 1974. Declaration under Part IIIA confers a statutory right to use of the service, on terms that are determined by arbitration if agreement cannot be reached by negotiation. The NCC found that the two railway lines each provide separate services, and that while the Mt Newman line could be declared, the Goldsworthy line could not because it is part of a ‘production process’. The NCC then proceeded to consider the Mt Newman railway line aspect of the application.

In December 2004, BHP Billiton Iron Ore Pty Ltd (BHPBIO) lodged an application with the Federal Court, challenging the NCC’s decision in relation to the application of the ‘production process’ definition to the Mt Newman railway. FMG similarly instituted proceedings in the Federal Court appealing NCC’s decision in relation to the Goldsworthy railway. The Federal Court held in favour of FMG, and BHPBIO appealed this decision to the Full Court of the Federal Court. The majority of the Full Court decided in favour of FMG. BHPBIO appealed this decision to the High Court, which heard the appeal on 29 July 2008. On 24 September 2008, the High Court unanimously dismissed the appeal.

In the interim, the NCC proceeded to recommend to the Federal Treasurer that the Mt Newman railway line be declared. In May 2006, having not published a decision, the Federal Treasurer was deemed to have

219

decided not to declare the Mt Newman railway. FMG sought a reconsideration of this decision by the Australian Competition Tribunal. In November 2007, FMG lodged a further Part IIIA application with the NCC for declaration of the whole of the Goldsworthy railway line. On 27 October 2008, the Federal Treasurer announced that he had declared access to the Goldsworthy line. An application by BHPBIO for reconsideration of this decision was lodged with the Australian Competition Tribunal.

In December 2008, the Australian Competition Tribunal made orders that the Mt Newman and Goldsworthy applications be heard together. The hearing of the applications has been set down by the Tribunal to commence on 28 September 2009. The hearings are expected to last a number of weeks.

Australian Taxation Office assessments

The Australian Taxation Office (‘ATO’) issued amended assessments for denying bad debt deductions arising from the investments in Hartley, Beenup and Boodarie Iron and the denial of capital allowance claims made on the Boodarie Iron project. The Company lodged objections against all the amended assessments, which related to the financial years 1999 to 2006.

The Boodarie Iron and Beenup bad debt disallowance matters and the Boodarie Iron capital allowance matter were heard concurrently in the Federal Court in January 2009. BHP Billiton was successful on all counts. The ATO has appealed and the matter will proceed to the Full Federal Court.

The amount in dispute at 30 June 2009 for the bad debts disallowance is approximately US$1,167 million (A$1,441 million) (net of tax), being primary tax US$560 million (A$691 million), penalties of US$140 million (A$173 million) and interest (net of tax) of US$467 million (A$577 million).

The amount in dispute at 30 June 2009 for the denial of capital allowance deductions is approximately US$641 million (A$792 million), being primary tax US$314 million (A$387 million), penalties US$78 million (A$97 million) and interest (net of tax) of US$249 million (A$308 million).

An amount of US$679 million (A$838 million) in respect of both disputed amounts has been paid pursuant to ATO disputed assessments guidelines, which require that taxpayers generally must pay half of the tax in dispute to defer recovery proceedings. In the event that BHP Billiton is ultimately successful in challenging the assessments, any sums paid will be refundable with interest.

Petroleum Resource Rent Tax litigation

BHP Billiton Petroleum (Bass Strait) Pty Ltd is involved in litigation in the Federal Court of Australia, disputing whether certain receipts related to capacity are subject to Petroleum Resource Rent Tax, as well as the ATO’s assessment of the taxing point for Petroleum Resource Rent Tax purposes in relation to sales of gas and LPG produced from the Gippsland Joint Venture.

Petroleum Resource Rent Tax has been paid and expensed based on the ATO’s assessment, and any success will result in an income tax benefit.

Given the complexity of the matters under dispute, it is not possible at this time to accurately quantify the anticipated benefit.

North West Shelf Excise on Condensate litigation

BHP Billiton Petroleum (North West Shelf) Pty (NWS) has commenced litigation in the Federal Court of Australia seeking orders that recently enacted excise by-laws incorrectly define the relevant fields. The refund sought is US$72 million. Excise has been paid and expensed based on the by-law and any success will result in an income tax benefit.

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Former Operations—Ok Tedi Mining Limited

In December 2006, seven individual plaintiffs (the ‘Plaintiffs’) said to be representing the members of seven clans from the vicinity of the Ok Tedi mine obtained an order of the National Court of Papua New Guinea joining BHP Billiton Limited as a defendant to proceedings against the current shareholders of Ok Tedi Mining Limited and a previous managing director. Ok Tedi Mining Limited is the owner and operator of the Ok Tedi mine.

BHP Billiton transferred all of its shareholding in OK Tedi Mining Limited to PNG Sustainable Development Programme Company Limited in February 2002.

The plaintiffs sought unspecified damages for numerous matters, including contamination of the environment and adverse effects to fishing, drinking water, irrigation of crops and washing, as well as US$3.75 billion in exemplary damages.

On 20 November 2007, the National Court of Papua New Guinea dismissed the entire claim. The plaintiffs’ appeal of this decision was heard by the Papua New Guinea Supreme Court on 2 October 2008.

On 13 March 2009 the Papua New Guinea Supreme Court delivered its judgement, dismissing the appeal with costs.

In view of the state of the proceedings referred to above, this matter is no longer considered material to the Group and we do not intend to include it in future reports.

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9 Financial Statements

See pages F-1 to F-106

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10 Glossary 10.1 Non-mining terms

In the context of ADSs and listed investments, the term ‘quoted’ means ‘traded’ on the relevant exchange.

Term
A$ American Depositary Share
BHP Billiton
BHP Billiton Limited share
BHP Billiton Limited shareholders
BHP Billiton Limited special voting share
BHP Billiton Plc equalisation share
BHP Billiton Plc 5.5 per cent preference
share
BHP Billiton Plc share
BHP Billiton Plc shareholders
BHP Billiton Plc special voting share
Board
CEO
Cost and freight (CFR) (... named port of
destination)
Co-Investment Plan
Community investment

Definition

Australian dollars being the currency of the Commonwealth of
Australia.
An American Depositary Share is a share issued under a deposit
agreement that has been created to permit US-resident investors to
hold shares in non-US companies and trade them on the stock
exchanges in the US. One ADS is equal to two BHP Billiton
Limited or BHP Billiton Plc ordinary shares. ADSs are evidenced
by American Depositary Receipts, or ADRs, which are the
instruments that trade on the NYSE.
Being both companies in the dual listed company structure, BHP
Billiton Limited and BHP Billiton Plc.
A fully paid ordinary share in the capital of BHP Billiton Limited.
The holders of BHP Billiton Limited shares.
A single voting share issued to facilitate joint voting by
shareholders of BHP Billiton Limited on Joint Electorate Actions.
A share that has been authorised to be issued to enable a
distribution to be made by BHP Billiton Plc Group to the BHP
Billiton Limited Group should this be required under the terms of
the DLC merger.
Shares that have the right to repayment of the amount paid up on
the nominal value and any unpaid dividends in priority of any other
class of shares in BHP Billiton Plc on a return of capital or winding
up.
A fully paid ordinary share in the capital of BHP Billiton Plc.
The holders of BHP Billiton Plc shares.
A single voting share issued to facilitate joint voting by
shareholders of BHP Billiton Plc on Joint Electorate Actions.
The Board of Directors of BHP Billiton.
Chief Executive Officer.
The seller must pay the costs and freight necessary to bring the
goods to the named port of destination, but the risk of loss of or
damage to the goods, as well as any additional costs due to events
occurring after the time the goods have been delivered onboard the
vessel, is transferred from the seller to the buyer when the goods
pass the ship’s rail in the port of shipment. The CFR term requires
the seller to clear the goods for shipment.
Legacy employee share scheme. Abbreviates to CIP.
Contributions made to support communities in which we operate.
Our contributions to community programs comprise cash, in-kind
support and administration costs. Our targeted level of contribution
is one per cent of pre-tax profit calculated on the average of the
previous three years’ pre-tax profit.

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Term
CSG
CY20XX
Deferred share
Dividend Record Date
DLC merger
DLC structure
Employee Share Plan
Expected value
Free on board (FOB) (... named port of
shipment)
FY20XX
GAAP
Gearing
Group
Group Incentive Scheme
International Financial Reporting
Standards
Key Management Personnel
Key Performance Indicator
LME

Definition

Customer Sector Group being the strategic business units of BHP
Billiton.
Refers to the calendar year ended 31 December 20XX, where XX
is the two-digit number of the year.
A nil-priced option or a conditional right to acquire a share issued
under the rules of the GIS.
The date determined by a company’s board of directors, by when
an investor must be recorded as an owner of shares in order to
qualify for a forthcoming dividend.
The Dual Listed Company merger between BHP Billiton Limited
and BHP Billiton Plc on 29 June 2001.
The corporate structure resulting from the DLC merger.
A legacy employee share plan that commenced under the
jurisdiction of BHP Limited prior to the formation of BHP Billiton.
Abbreviates to ESP.
Expected value of a share incentive—the average outcome
weighted by probability. This measure takes into account the
difficulty of achieving performance conditions and the correlation
between these and share price appreciation. The valuation
methodology also takes into account factors such as volatility,
forfeiture risk, etc.
The seller delivers when the goods pass the ship’s rail at the named
port of shipment. This means that the buyer has to bear all costs
and risks of loss of or damage to the goods from that point. The
FOB term requires the seller to clear the goods for export. This
term can be used only for sea or inland waterway transport.
Refers to the financial year ended 30 June 20XX, where XX is the
two-digit number for the year.
Generally accepted accounting principles.
Gearing is defined as the ratio of net debt to net debt plus net
assets.
BHP Billiton Limited, BHP Billiton Plc and their subsidiaries.
Current employee share scheme. Abbreviates to GIS.
Accounting standards as issued by the International Accounting
Standards Board. Abbreviates to IFRS.
Persons having authority and responsibility for planning, directing
and controlling the activities of the Group, directly or indirectly
(including executive Directors), and non-executive Directors.
Abbreviates to KMP.
Used to measure the performance of the Group, individual
businesses and executives in any one year. Abbreviates to KPI.
London Metal Exchange—A London exchange which trades
metals (e.g. lead, zinc, aluminium and nickel) in forward and
option markets.

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Term
Long Term Incentive Plan
Major capital projects
Market value
Occupational exposure limit
Occupational illness
Option
Performance share
Performance share plan
Restricted Share Scheme
Shareplus
Significant environmental incident
STRATE
Total Recordable Injuries Frequency
Total shareholder return
US$

Definition

Current employee share scheme. Abbreviates to LTIP.
Capital projects in the Feasibility or Execution phase where our
share of capital expenditure to project completion is greater then
US$100 million.
The market value based on closing prices, or, in instances when an
executive exercises and sells shares, the actual sale price achieved.
The level of exposure to an agent to which it is believed that nearly
all workers may be repeatedly exposed, throughout a working life,
without adverse health effects. Occupational exposure limits are
established for chemical and physical agents and may be expressed
as time-weighted average, ceiling or short-term exposure limits.
Abbreviates to OEL.
An occupational illness is an illness that occurs as a consequence
of work-related activities or exposure. It includes acute or chronic
illnesses or diseases, which may be caused by inhalation,
absorption, ingestion or direct contact.
A right to acquire a share on payment of an exercise price issued
under the rules of the GIS.
A nil-priced option or a conditional right to acquire a share, subject
to a Performance Hurdle, issued under the rules of the LTIP.
An employee share plan that commenced under the jurisdiction of
BHP Limited or Billiton Plc and prior to the formation of BHP
Billiton. Legacy share scheme. Abbreviates to PSP.
Legacy employee share scheme. Abbreviates to RSS.
All employee share purchase plan.
A significant environmental incident is an occurrence that has
resulted in or had the potential to cause significant environmental
harm. Our definition of ‘significant’ is conservative to ensure all
learnings are captured from relevant HSEC incidents. Such an
incident is rated at level 3 or above on the BHP Billiton HSEC
Consequence Severity Table which may be viewed at our website,
www.bhpbilliton.com.
Share Transactions Totally Electronic is a South African electronic
settlement and depository system for dematerialised equities.
Total Recordable Injury Frequency = (Fatalities + Lost Time Cases
+ Restricted Work Cases + Medical Treatment Cases)/1,000,000
work hours. Abbreviates to TRIF.
The change in share price plus dividends. Abbreviates to TSR.
The Group’s reporting currency and the functional currency of the
majority of its operations is the US dollar as this is assessed to be
the principal currency of the economic environments in which they
operate.

225

10.2 Mining and mining-related terms

Term
Alumina
Bauxite
Bio-leaching
Brownfield
Coal Reserves
Coking coal
Condensate
Copper cathode
Crude oil
Cut-off grade
Electrowinning/electrowon
Energy coal
Ethane
Flotation
Grade
Greenfield
Head grade

Definition

Aluminium oxide (Al2O3). Alumina is produced from bauxite in the
refining process. Alumina is then converted (reduced) in an electrolysis
cell to produce aluminium metal.
Chief ore of aluminium.
Use of naturally occurring bacteria, to leach a metal from ore; for
example, copper, zinc, uranium, nickel and cobalt from a sulphide
mineral.
An exploration or development project located within an existing mineral
province which can share infrastructure and management with an existing
operation.
The same meaning as Ore Reserves, but specifically concerning coal.
By virtue of its carbonisation properties, is used in the manufacture of
coke, which is used in the steelmaking process. Coking coal may also be
referred to as metallurgical coal.
A mixture of hydrocarbons that exist in gaseous form in natural
underground reservoirs, but which condense to form a liquid at
atmospheric conditions.
Electrolytically refined copper that has been deposited on the cathode of
an electrolytic bath of acidified copper sulphate solution. The refined
copper may also be produced through leaching and electrowinning.
A mixture of hydrocarbons that exist in liquid form in natural
underground reservoirs, and remain liquid at atmospheric pressure after
being produced at the well head and passing through surface separating
facilities.
A nominated grade above which is defined some mineral aspect of the
reserve. For example, the lowest grade of mineralised material that
qualifies as economic for estimating an Ore Reserves.
An electrochemical process in which metal is recovered by dissolving a
metal within an electrolyte and plating it onto an electrode.
Used as a fuel source in electrical power generation, cement manufacture
and various industrial applications. Energy coal may also be referred to
as steaming or thermal coal.
Where sold separately, is largely ethane gas that has been liquefied
through pressurisation. One tonne of ethane is approximately equivalent
to 26.8 thousand cubic feet of gas.
A method of selectively recovering minerals from finely ground ore
using a froth created in water by specific reagents. In the flotation
process, certain mineral particles are induced to float by becoming
attached to bubbles of froth and the unwanted mineral particles sink.
The relative quantity, or the percentage, of metal or mineral content in an
orebody.
The development or exploration located outside the area of influence of
existing mine operations/infrastructure.
The average grade of ore delivered to a process for mineral extraction.

226

Term
Heap leach(ing)
Ilmenite
Leaching
Liquefied natural gas (LNG)
Liquefied petroleum gas (LPG)
Marketable Coal Reserves
Metallurgical coal
Open-cut/open-pit (OC/OP)
Ore Reserves
Probable Ore Reserves
Proved oil and gas reserves
Proved Ore Reserves
Reserve life
Run of mine product

Definition

A process used for the recovery of metals such as copper, nickel, uranium
and gold from low-grade ores. The crushed material is laid on a slightly
sloping, impermeable pad and leached by uniformly trickling (gravity
fed) a chemical solution through the beds to ponds. The metals are
recovered from the solution.
The principle ore of titanium composed of iron, titanium and oxygen
(FeTiO3).
The process by which a soluble metal can be economically recovered
from minerals in ore by dissolution.
Consists largely of methane that has been liquefied through chilling and
pressurisation. One tonne of LNG is approximately equivalent to 45.9
thousand cubic feet of natural gas.
Consists of propane and butane and a small amount (less than two per
cent) of ethane that has been liquefied through pressurisation. One tonne
of LPG is approximately equivalent to 11.6 barrels of oil.
Represents beneficiated or otherwise enhanced coal product and should
be read in conjunction with, but not instead of, reports of coal reserves.
A broader term than coking coal, which includes all coals used in
steelmaking, such as coal used for the pulverised coal injection process.
Surface working in which the working area is kept open to the sky.
Abbreviated to OC/OP.
That part of a mineral deposit that could be economically and legally
extracted or produced at the time of the reserve determination.
Reserves for which quantity and grade and/or quality are computed from
information similar to that used for proven (measured) reserves, but the
sites for inspection, sampling and measurement are farther apart or are
otherwise less adequately spaced. The degree of assurance, although
lower than that for proven (measured) reserves, is high enough to assure
continuity between points of observation.
The estimated quantities of crude oil, natural gas and natural gas liquids
that geological and engineering data demonstrate with reasonable
certainty to be recoverable in future years from known reservoirs under
existing economic and operating conditions (i.e. prices and costs as of the
date the estimate is made).
Reserves for which (a) quantity is computed from dimensions revealed in
outcrops, trenches and workings on drill holes and grade and/or quality
are computed from the results of detailed samplings; and (b) the sites for
inspection, sampling and measurement are spaced so closely and the
geological character is so well defined that size, shape, depth and mineral
content of reserves are well established.
Current stated ore reserves divided by the current approved nominal
production rate.
Product mined in the course of regular mining activities. Abbreviates to
ROM.

Rutile It is an ore of titanium composed of titanium and oxygen (TiO2).

227

Term
Solvent extraction
Spud
Stockpile (SP)
Tailing
Total Coal Reserves
Total Marketable Reserves
Total Ore Reserves
Underground (UG)
Zircon

Definition

A method of separating one or more metals from a leach solution by
treating with a solvent that will extract the required metal, leaving the
others. The metal is recovered from the solvent by further treatment.
Commence drilling of an oil or gas well.
An accumulation of ore or mineral built up when demand slackens or
when the treatment plant or beneficiation equipment is incomplete or
temporarily unequal to handling the mine output; any heap of material
formed to create a reserve for loading or other purposes or material dug
and piled for future use. Abbreviates to SP.
Those portions of washed or milled ore that are too poor to be treated
further or remain after the required metals and minerals have been
extracted.
Run of mine reserves as outputs from the mining activities.
Product reserves as outputs from processing plant which includes sizing
and beneficiation.
Represent Proved Ore Reserves plus Probable Ore Reserves.
Natural or man-made excavation under the surface of the Earth.
Abbreviates to UG.
It is the chief ore of zirconium composed of zirconium, silicon and
oxygen (ZrSiO4).

10.3 Units of measure

Abbreviation bbl/d boe dmtu ha km kV m Ml MMcf/d Mbbl/d MMbbl/d MMcm/d mtpa MW scf TJ tpa tpd tph	Description
	Barrels per day Barrel oil equivalent dry metric tonne unit Hectare Kilometre Kilovolt Metre Megalitre Million cubic feet per day Thousand barrels per day Million barrels per day Million cubic metres per day Million tonnes per annum Megawatt Standard cubic feet Terajoule Tonnes per annum Tonnes per day Tonnes per hour

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11 Shareholder information

11.1 Markets

BHP Billiton Plc has a primary listing on the London Stock Exchange (LSE) in the UK and a secondary listing on the Johannesburg Stock Exchange (JSE) in South Africa.

In addition, BHP Billiton Limited and BHP Billiton Plc are listed on the New York Stock Exchange (NYSE) in the US. Trading on the NYSE is via American Depositary Shares (ADSs), each representing two ordinary shares evidenced by American Depositary Receipts (ADRs). Citibank N.A. is the Depositary for both ADR programs. BHP Billiton Limited’s ADSs have been listed for trading on the NYSE (ticker BHP) since 28 May 1987 and BHP Billiton Plc’s since 25 June 2003 (ticker BBL).

11.2 Share ownership

Share capital

The details of the share capital for both BHP Billiton Limited and BHP Billiton Plc are presented in note 19 ‘Share capital’ in the financial statements.

Major shareholders

The tables in sections 7.20 and 7.21 of this Annual Report present information pertaining to the shares held by Directors and other members of the Group Management Committee in BHP Billiton Limited and BHP Billiton Plc.

Neither BHP Billiton Limited nor BHP Billiton Plc is directly or indirectly controlled by another corporation or by any government. Other than as described in section 2.11.2, no major shareholder possesses voting rights that differ from those attaching to all of BHP Billiton Limited’s voting securities.

BHP Billiton Limited

The tables in sections 7.20 and 7.21 of this Annual Report show the holdings for Directors and other members of the Group Management Committee of BHP Billiton Limited, as a group, of BHP Billiton Limited’s voting securities. No person beneficially owned more than five per cent of BHP Billiton Limited’s voting securities.

BHP Billiton Plc

The following table shows holdings of three per cent or more of voting rights in BHP Billiton Plc’s shares as notified to BHP Billiton Plc under the UK Disclosure and Transparency Rule 5.[(1)]

Title of class Ordinary shares . . . .	Identity of person orgroup	Date of notice received	Date of change	Number owned	Percentage	of total voting rights (2)	of total voting rights (2)
					2009	2008	2007
	Legal & General Group Plc (3)	8 May 2008	26 March 2008	100,123,908	4.54%	4.54%	3.63%

(1) There has been no change in the holdings of three per cent or more of the voting rights in BHP Billiton Plc’s shares notified to BHP Billiton Plc as at the date of this Report.

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(2) The percentages quoted are based on the total voting rights of BHP Billiton Plc as at the date of the Annual Report each year of 2,207,007,544 (2009), 2,207,007,544 (2008) and 2,303,415,288 (2007) respectively.
(3) The notification received from Legal & General Group Plc was a group disclosure covering the interests of Legal & General Group Plc and its subsidiaries.

The following table shows holdings of Directors and members of the Group Management Committee of BHP Billiton Plc who were in office as at 30 June 2009, as a group, of BHP Billiton Plc’s voting securities as at that date.[(1)]

Title of class Ordinary shares . . . . . . . . . . . . . .	Identity ofperson orgroup Directors and executives as a group	Number owned 544,864	Percentage of total voting rights at 30 June 2009 (2)
			0.02%

(1) As at the date of this Report, the Directors and members of the Group Management Committee who were in office at 30 June 2009 held 0.03 percent of the total voting rights in BHP Billiton Plc (number owned: 667,156).
(2) The percentages quoted are based on the total voting rights of BHP Billiton Plc of 2,207,007,544.

Twenty largest shareholders as at 28 August 2009 (as named on the Register of Shareholders)

BHP Billiton Limited 1. HSBC Australia Nominees Pty Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2. J P Morgan Nominees Australia Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3. National Nominees Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4. Citicorp Nominees Pty Limited . . . . . . . . . . . . . 5. Citicorp Nominees Pty Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6. Australian Mutual Provident Society . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7. ANZ Nominees Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8. Queensland Investment Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9. Potter Warburg Nominees Pty Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10. Australian Foundation Investment Company Limited . . . . . . . . . . . . . . . . . . . . . . . . . 11. UBS Nominees Pty Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12. ANZ Nominees Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13. Perpetual Trustee Australia Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14. Bond Street Custodians Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15. Australian Reward Investment Alliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16. RBC Dexia Investor Services Australia Nominees Pty Limited . . . . 17. ARGO Investments Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18. RBC Dexia Investor Services Australia Nominees Pty Limited . . . . . 19. INVIA Custodian Pty Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20. RBC Dexia Investor Services Australia Nominees Pty Limited . . . .	Number of fully paid shares	% of issued capital	% of issued capital
	540,120,554 390,200,712 316,004,052 282,714,340 161,551,987 81,289,310 64,224,228 30,132,488 15,016,582 14,256,934 13,351,817 10,221,047 9,171,215 8,710,961 8,379,136 7,896,692 7,067,411 6,968,121 6,141,088 6,104,263		16.08 11.62 9.41 8.42 4.81 2.42 1.91 0.90 0.45 0.42 0.40 0.30 0.27 0.26 0.25 0.24 0.21 0.21 0.18 0.18 58.94
	1,979,522,938

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BHP Billiton Plc 1. PLC Nominees (Proprietary) Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2. National City Nominees Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3. GEPF Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4. HSBC Global Custody Nominee (UK) Limited <357206 A/C> . . . . . . . . . . . . . . . . . 5. Chase Nominees Limited. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6. Nutraco Nominees Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7. Chase Nominees Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8. State Street Nominees Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9. Nortrust Nominees Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10. Bank of New York (Nominees) Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11. State Street Nominees Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12. Vidacos Nominees Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13. Vidacos Nominees Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14. Chase Nominees Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15. Lynchwood Nominees Limited <2006420 A/C> . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16. BNY Mellon Nominees Limited . . . . . . . . . . . . . . . . . . . . . . . . 17. Chase Nominees Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18. State Street Nominees Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19. Nortrust Nominees Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20. Nortrust Nominees Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Number of fully paid shares	% of issued capital	% of issued capital
	411,268,644 80,369,533 80,315,324 68,152,492 66,763,465 66,086,328 58,747,609 58,594,692 43,074,342 38,388,017 35,595,743 35,562,768 30,937,261 27,353,367 27,083,177 26,803,526 25,859,358 24,589,147 22,818,173 20,250,514		18.43 3.60 3.60 3.05 2.99 2.96 2.63 2.63 1.93 1.72 1.60 1.59 1.39 1.23 1.21 1.20 1.16 1.10 1.02 0.91 55.95
	1,248,613,480

US share ownership as at 30 June 2009

		BHP Billiton Limited	BHP Billiton Limited			BHP Billiton Plc	BHP Billiton Plc
				% of				% of
	Shareholders		Shares	issued	Shareholders		Shares	issued
	Numbers	%	Numbers	capital	Numbers	%	Numbers	capital
Classification of holder
Registered holders of
voting securities . . . . . .	1,968	0.35	5,594,094	0.17	71	0.33	180,921	0.01
ADR holders . . . . . . . . . . .	1,166	0.21	299,898,954 (a) 8.93		136	0.64	70,388,132 (b) 3.15

(a) These shares translate to 149,949,477 ADRs.

(b) These shares translate to 35,194,066 ADRs.

Distribution of shareholders and shareholdings as at 28 August 2009

			BHP Billiton Limited	BHP Billiton Limited				BHP Billiton Plc	BHP Billiton Plc
	Shareholders Numbers		%	Shares Numbers	%	Shareholders Numbers		%	Shares Numbers	%
Registered address Australia . . . . . . . . . . . . New Zealand . . . . . . . . . United Kingdom . . . . . . United States . . . . . . . . . South Africa . . . . . . . . . Other . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . .		537,911 13,555 3,606 1,950 97 3,500 560,619	95.95 2.42 0.64 0.35 0.02 0.62	3,286,937,935 40,095,846 12,335,089 6,149,912 213,245 12,627,470	97.87 1.19 0.37 0.18 0.01 0.38		138 22 18,544 70 1,373 926 21,073	0.66 0.10 88.00 0.33 6.52 4.39	1,208,699 41,419 1,785,208,358 187,904 424,534,120 19,940,702	0.05 0.00 80.01 0.01 19.03 0.90
			100.00	3,358,359,497	100.00			100.00	2,231,121,202	100.00

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			BHP Billiton Limited	BHP Billiton Limited	BHP Billiton Limited				BHP Billiton Plc	BHP Billiton Plc
	Shareholders Numbers		%	Shares Numbers (a)		%	Shareholders Numbers		%	Shares Numbers	%
Size of holding 1 – 500 (b) . . . . . . . . . . 501 – 1,000 . . . . . . . . . 1,001 – 5,000 . . . . . . . 5,001 – 10,000 . . . . . . 10,001 – 25,000 . . . . . 25,001 – 50,000 . . . . . 50,001 – 100,000 . . . . 100,001 – 250,000 . . . 250,001 – 500,000 . . . 500,001 – 1,000,000 . . 1,000,001 and over . . . Total. . . . . . . . . . . . . .		238,882 108,556 163,106 28,320 16,036 3,603 1,332 548 110 58 68 560,619	42.61 19.36 29.09 5.05 2.86 0.64 0.24 0.10 0.02 0.01 0.02		55,733,732 85,290,312 370,578,100 200,548,260 241,442,144 123,561,355 91,307,461 80,408,316 37,496,857 39,191,379 2,032,801,581 3,358,359,497	1.66 2.54 11.03 5.97 7.19 3.68 2.72 2.39 1.12 1.17 60.53		9,436 5,010 4,297 553 423 269 264 279 189 129 224 21,073	44.78 23.78 20.39 2.62 2.01 1.28 1.25 1.32 0.90 0.61 1.06	2,534,133 3,764,552 8,814,048 3,942,130 6,825,345 9,676,544 19,102,581 44,023,675 69,000,821 88,594,177 1,974,843,196	0.11 0.17 0.40 0.18 0.31 0.43 0.86 1.97 3.09 3.97 88.51
			100.00			100.00			100.00	2,231,121,202	100.00

(a) One share entitles the holder to one vote.

(b) Number of BHP Billiton Limited shareholders holding less than a marketable parcel (A$500) based on the market price of A$37.85 as at 28 August 2009 was 4,449.

			BHP Billiton Limited	BHP Billiton Limited				BHP Billiton Plc	BHP Billiton Plc
	Shareholders Numbers		%	Shares Numbers	%	Shareholders Numbers		%	Shares Numbers	%
Classification of holder Corporate . . . . . . . . . . . . Private . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . .		108,561 542,058 560,619	19.36 80.64	2,341,199,330 1,017,160,167	69.71 30.29		11,272 9,801 21,073	53.49 46.51	2,216,600,072 14,521,130	99.35 0.65
			100.00	3,358,359,497	100.00			100.00	2,231,121,202	100.00

11.3 Dividends

Policy

We have a progressive dividend policy that seeks to steadily increase or at least to maintain the dividend in US dollars at each half yearly payment provided that we generate sufficient profit and cash flow to do so.

We declare our dividends and other distributions in US dollars as it is our main functional currency. BHP Billiton Limited pays its dividends in Australian dollars, UK pounds sterling, New Zealand dollars or US dollars, depending on the country of residence of the shareholder. BHP Billiton Plc pays its dividends in UK pounds sterling to shareholders registered on its principal register in the UK and in South African rand to shareholders registered on its branch register in South Africa. If shareholders on the UK register wish to receive dividends in US dollars they must complete an appropriate election form and return it to the BHP Billiton Share Registrar no later than close of business on the Dividend Record Date.

Payments

BHP Billiton Limited shareholders may have their cash dividends paid directly into a nominated bank, building society or credit union, depending on the shareholder’s country of residence as shown below.

Country where shareholder is resident Australia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . UK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . New Zealand . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . US . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Financial institution
	Bank, building society, credit union Bank, building society Bank Bank

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Shareholders from the abovementioned locations who do not provide their direct credit details and shareholders with registered addresses outside Australia, UK, New Zealand and US will receive dividend payments by way of a cheque in Australian dollars.

BHP Billiton Plc shareholders may have their cash dividends paid directly into a bank or building society by completing a dividend mandate form which is available from the BHP Billiton Share Registrar in the UK or South Africa.

11.4 Share price information

The following tables show the share prices for the period indicated for ordinary shares and ADSs for each of BHP Billiton Limited and BHP Billiton Plc. The share prices are the highest and lowest closing market quotations for ordinary shares reported on the Daily Official List of the Australian and London Stock Exchanges respectively, and the highest and lowest closing prices for ADSs quoted on the NYSE, adjusted to reflect stock dividends.

BHP Billiton Limited

BHP Billiton Limited
BHP Billiton Limited FY2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FY2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FY2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FY2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FY2008 First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FY2009 First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BHP Billiton Limited Month of January 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Month of February 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Month of March 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Month of April 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Month of May 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Month of June 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Month of July 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Month of August 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Ordinary shares High A$ Low A$ 12.79 8.30 19.50 12.41 32.00 18.09 35.38 23.86 44.60 32.44 47.70 39.50 40.85 31.00 49.55 36.65 44.40 31.00 32.75 21.10 34.01 27.11 38.27 31.48 Ordinary shares High A$ Low A$ 32.60 27.45 33.35 28.60 34.01 27.11 34.60 31.49 35.69 32.30 38.27 33.73 38.02 32.14 38.84 36.61	American Depositary Shares (1)
		High US$ Low US$ 20.10 11.30 31.01 17.36 49.21 27.35 60.39 36.19 79.84 52.27 87.33 67.79 75.75 57.82 95.00 66.91 82.86 50.50 51.35 24.62 48.45 33.56 61.86 44.38 American Depositary Shares (1)	Low US$
	High A$ 32.60 33.35 34.01 34.60 35.69 38.27 38.02 38.84	High US$ 48.00 46.06 48.45 49.34 56.24 61.86 62.96 66.31	Low US$
			36.31 36.42 33.56 44.38 49.43 53.15 49.54 60.20

(1) Each ADS represents the right to receive two BHP Billiton Limited ordinary shares.

The total market capitalisation of BHP Billiton Limited at 30 June 2009 was A$116.6 billion, which represented approximately 10.51 per cent of the total market capitalisation of all companies listed on the ASX. The closing price for BHP Billiton Limited ordinary shares on the ASX on that date was A$34.72.

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BHP Billiton Plc

BHP Billiton Plc
BHP Billiton Plc FY2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FY2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FY2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FY2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FY2008 First quarter . . . . . . . . . . . . . . . . . . . . . . . . . Second quarter . . . . . . . . . . . . . . . . . . . . . . . Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . FY2009 First quarter . . . . . . . . . . . . . . . . . . . . . . . . . Second quarter . . . . . . . . . . . . . . . . . . . . . . . Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . .	Ordinary shares High UKpence Low UKpence 526.50 311.00 776.50 474.75 1,211.50 722.00 1,390.00 853.00 1,750.00 1,183.00 1,880.00 1,478.00 1,680.00 1,235.00 2,196.00 1,495.00 1,841.00 1,232,00 1,298.00 752.50 1,507.00 1,034.00 1,557.00 1,333.00	American Depositary Shares (1)
	High UKpence 526.50 776.50 1,211.50 1,390.00 1,750.00 1,880.00 1,680.00 2,196.00 1,841.00 1,298.00 1,507.00 1,557.00	High US$ 19.77 30.23 45.50 56.40 71.91 78.26 66.43 85.62 74.18 44.00 44.93 51.71	Low US$
			10.21 17.49 25.90 33.20 47.83 59.42 51.19 59.86 42.44 21.16 28.59 39.01

BHP Billiton Plc Month of January 2009 . . . . . . . . . . . . . . . . . . . . . . . . Month of February 2009 . . . . . . . . . . . . . . . . . . . . . . . Month of March 2009 . . . . . . . . . . . . . . . . . . . . . . . . . Month of April 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . Month of May 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . Month of June 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . Month of July 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . Month of August 2009 . . . . . . . . . . . . . . . . . . . . . . . . .	Ordinary shares High UKpence Low UKpence 1,450.00 1,137.00 1,378.00 1,106.00 1,507.00 1,034.00 1,513.00 1,343.00 1,535.00 1,390.00 1,557.00 1,333.00 1,579.50 1,287.50 1,648.50 1,504.00	American Depositary Shares (1)	American Depositary Shares (1)
	High UKpence 1,450.00 1,378.00 1,507.00 1,513.00 1,535.00 1,557.00 1,579.50 1,648.50	High US$ 43.30 40.70 44.93 44.38 48.10 51.71 52.90 55.47	Low US$
			31.52 31.37 28.59 39.01 42.41 43.92 41.88 49.23

(1) Each ADS represents the right to receive two BHP Billiton Limited ordinary shares.

The total market capitalisation of BHP Billiton Plc at 30 June 2009 was £30.1 billion, which represented approximately 2.27 per cent of the total market capitalisation of all companies listed on the LSE. The closing price for BHP Billiton Plc ordinary shares on the LSE on that date was £13.64.

11.5 Taxation

The taxation discussion below describes the material Australian income tax, UK tax and US federal income tax consequences to a US holder (as hereinafter defined) of owning BHP Billiton Limited ordinary shares or ADSs or BHP Billiton Plc ordinary shares or ADSs. Accordingly, the following discussion is not relevant to non-US holders of BHP Billiton Limited ordinary shares or ADSs or BHP Billiton Plc ordinary shares or ADSs.

The discussion is based on the Australian, UK and US tax laws currently in effect, as well as on the double taxation convention between Australia and the US (the Australian Treaty), the double taxation convention between the UK and the US (the UK Treaty) and the estate tax convention between the UK and the US (the UK– US Inheritance and Gift Tax Treaty). These laws are subject to change, possibly on a retroactive basis. For purposes of this discussion, a US holder is a beneficial owner of ordinary shares or ADSs who is, for US federal income tax purposes: (i) a citizen or resident alien of the US, (ii) a corporation (or other entity treated as a corporation for US federal income tax purposes) that is created or organised under the laws of the US or any political subdivision thereof, (iii) an estate the income of which is subject to US federal income taxation regardless of its source, or (iv) a trust (A) if a court within the US is able to exercise primary supervision over its administration and one or more US persons have the authority to control all of its substantial decisions or (B) that has made a valid election to be treated as a US person for tax purposes.

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We recommend that holders of ordinary shares or ADSs consult their own tax advisers regarding the Australian, UK and US federal, state and local tax and other tax consequences of owning and disposing of ordinary shares and ADSs in their particular circumstances.

Shareholdings in BHP Billiton Limited

Australia taxation

In this section, references to ‘resident’ and ‘non-resident’ refer to residence status for Australian income tax purposes.

Dividends

Dividends paid by BHP Billiton Limited to a US holder who or which is a resident of Australia, or to a non-resident of Australia whose holding is effectively connected with a permanent establishment in Australia, may be subject to income tax.

Under the Australian Treaty, dividends paid by BHP Billiton Limited to a US holder who or which is eligible for treaty benefits and whose holding is not effectively connected with a permanent establishment in Australia or, in the case of a shareholder who performs independent personal services from a ‘fixed base’ situated therein, is not connected with that ‘fixed base’, may be subject to Australian withholding tax at a rate not exceeding 15 per cent of such gross dividend.

Dividends paid to non-residents of Australia are exempt from withholding tax to the extent to which such dividends are ‘franked’ under Australia’s dividend imputation system or are declared by BHP Billiton Limited to be conduit foreign income (CFI). Dividends are considered to be ‘franked’ to the extent that they are paid out of post 1986–87 income on which Australian income tax has been levied. CFI is made up of certain amounts that are earned by BHP Billiton Limited that are not subject to tax in Australia, such as dividends remitted to Australia by foreign subsidiaries. Any part of a dividend paid to a US holder that is not ‘franked’ and is not CFI will generally be subject to Australian withholding tax unless a specific exemption applies.

Sale of ordinary shares and ADSs

A US holder who or which is a resident of Australia (other than certain temporary residents) may be liable for income tax on any profit on disposal of ordinary shares or ADSs, or Australian capital gains tax on the disposal of ordinary shares or ADSs acquired after 19 September 1985.

No income or other tax is payable on any profit on disposal of ordinary shares or ADSs held by a US holder who or which is a non-resident of Australia except if the profit is of an income nature and sourced in Australia, or the sale is subject to Australian capital gains tax. Under the Australian Treaty, if the profit is sourced in Australia, it will not be taxable in Australia if it represents business profits of an enterprise carried on by a US holder entitled to treaty benefits and the enterprise does not carry on business in Australia through a permanent establishment situated in Australia. Australian capital gains tax will not generally apply to a disposal of the ordinary shares or ADSs by a US holder who or which is a non-resident of Australia unless the shares or ADSs have been acquired after 19 September 1985 and:

the ordinary shares or ADSs have been used by the US holder in carrying on a trade or business through a permanent establishment in Australia;
the US holder (together with associates) directly or indirectly owns or owned 10 per cent or more of the issued share capital of BHP Billiton Limited at the time of the disposal or throughout a 12-month period during the two years prior to the time of disposal and the underlying value of BHP Billiton Limited at the time of disposal is principally derived from taxable Australian real property; or
the US holder is an individual who elected on becoming a non-resident of Australia to continue to have the ordinary shares or ADSs subject to Australian capital gains tax.

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US taxation

This section describes the material US federal income tax consequences to a US holder of owning ordinary shares or ADSs. It applies only to ordinary shares or ADSs that are held as capital assets for tax purposes. This section does not apply to a holder of ordinary shares or ADSs who is a member of a special class of holders subject to special rules, including a dealer in securities, a trader in securities that elects to use a mark-to-market method of accounting for its securities holdings, a tax-exempt organisation, a life insurance company, a person liable for alternative minimum tax, a person who actually or constructively owns 10 per cent or more of the voting stock of BHP Billiton Limited, a person who holds ordinary shares or ADSs as part of a straddle or a hedging or conversion transaction, or a US holder whose functional currency is not the US dollar.

This section is based in part upon the representations of the Depositary and the assumption that each obligation in the deposit agreement and any related agreement will be performed in accordance with its terms.

In general, for US federal income tax purposes, a holder of ADSs will be treated as the owner of the ordinary shares represented by those ADSs. Exchanges of ordinary shares for ADSs, and ADSs for ordinary shares, will generally not be subject to US federal income tax.

Dividends

Under US federal income tax laws and subject to the passive foreign investment company, or PFIC, rules discussed below, a US holder must include in its gross income the gross amount of any dividend paid by BHP Billiton Limited out of its current or accumulated earnings and profits (as determined for US federal income tax purposes). The holder must include any Australian tax withheld from the dividend payment in this gross amount even though the holder does not in fact receive it. The dividend is taxable to the holder when the holder, in the case of ordinary shares, or the Depositary, in the case of ADSs, actually or constructively receives the dividend.

Dividends paid to a non-corporate US holder on shares or ADSs in taxable years beginning before 1 January 2011 will be taxable at the rate applicable to long-term capital gains (generally at a rate of 15 per cent) provided that the ADSs remain readily tradeable on an established securities market in the US and the US holder holds the shares or ADSs for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date and does not enter into certain risk reduction transactions with respect to the shares or ADSs during the abovementioned holding period. In addition, a non-corporate US holder that elects to treat the dividend income as ‘investment income’ pursuant to Section 163(d)(4) of the Code will not be eligible for the reduced rate of taxation. In the case of a corporate US holder, dividends on shares and ADSs are taxed as ordinary income and will not be eligible for the dividends received deduction generally allowed to US corporations in respect of dividends received from other US corporations.

Distributions in excess of current and accumulated earnings and profits, as determined for US federal income tax purposes, will be treated as a non-taxable return of capital to the extent of the holder’s tax basis, determined in US dollars, in the ordinary shares or ADSs and thereafter as a capital gain.

The amount of any cash distribution paid in any foreign currency will be equal to the US dollar value of such currency, calculated by reference to the spot rate in effect on the date such distribution is received by the US holder or, in the case of ADSs, by the Depositary, regardless of whether and when the foreign currency is in fact converted into US dollars. If the foreign currency is converted into US dollars on the date received, the US holder generally should not recognise foreign currency gain or loss on such conversion. If the foreign currency is not converted into US dollars on the date received, the US holder will have a basis in the foreign currency equal to its US dollar value on the date received, and generally will recognise foreign currency gain or loss on a subsequent conversion or other disposal of such currency. Such foreign currency gain or loss generally will be treated as US source ordinary income or loss.

Subject to certain limitations, Australian tax withheld in accordance with the Australian Treaty and paid over to Australia will be creditable against your US federal income tax liability. Special rules apply in

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determining the foreign tax credit limitation with respect to dividends that are taxed at the capital gains rate. To the extent a refund of the tax withheld is available to a US holder under Australian law or under the Australian Treaty, the amount of tax withheld that is refundable will not be eligible for credit against the holder’s US federal income tax liability. A US holder that does not elect to claim a US foreign tax credit may instead claim a deduction for Australian income tax withheld, but only for a taxable year in which the US holder elects to do so with respect to all foreign income taxes paid or accrued in such taxable year.

Dividends will be income from sources outside the US, and generally will be ‘passive category’ income or, in the case of certain taxpayers, ‘general category’ income, which in either case is treated separately from each other and other types of income for purposes of computing the foreign tax credit allowable to a US holder.

Sale of ordinary shares and ADSs

Subject to the PFIC rules discussed below, a US holder who sells or otherwise disposes of ordinary shares or ADSs will recognise a capital gain or loss for US federal income tax purposes equal to the difference between the US dollar value of the amount realised and the holder’s tax basis, determined in US dollars, in those ordinary shares or ADSs. The capital gain of a non-corporate US holder that is recognised before 1 January 2011 is generally taxed at a rate of 15 per cent where the holder has a holding period greater than 12 months in the shares or ADSs sold. The gain or loss will generally be income or loss from sources within the US for foreign tax credit limitation purposes. There are limitations on the deductibility of capital losses.

The US dollar value of any foreign currency received upon a sale or other disposition of ordinary shares or ADSs will be calculated by reference to the spot rate in effect on the date of sale or other disposal (or, in the case of a cash basis or electing accrual basis taxpayer, on the settlement date). A US holder will have a tax basis in the foreign currency received equal to that US dollar amount, and generally will recognise foreign currency gain or loss on a subsequent conversion or other disposal of the foreign currency. This foreign currency gain or loss generally will be treated as US source ordinary income or loss.

Passive Foreign Investment Company (PFIC) Rules

We do not believe that the BHP Billiton Limited ordinary shares or ADSs will be treated as stock of a PFIC for US federal income tax purposes, but this conclusion is a factual determination that is made annually at the end of the year and thus may be subject to change. If BHP Billiton Limited were treated as a PFIC, any gain realised on the sale or other disposition of ordinary shares or ADSs would in general not be treated as a capital gain. Instead, a US holder would be treated as if it had realised such gain and certain ‘excess distributions’ ratably over its holding period for the ordinary shares or ADSs and would be taxed at the highest tax rate in effect for each such year to which the gain was allocated, together with an interest charge in respect of the tax attributable to each such year. In addition, dividends received with respect to ordinary shares or ADSs would not be eligible for the special tax rates applicable to qualified dividend income if BHP Billiton Limited were a PFIC either in the taxable year of the distribution or the preceding taxable year, but instead would be taxable at rates applicable to ordinary income. Assuming the shares or ADSs are ‘marketable stock,’ a US holder may mitigate the adverse tax consequences described above by electing to be taxed annually on a mark-to-market basis with respect to such shares or ADSs.

Shareholdings in BHP Billiton Plc

UK taxation

Dividends

Under UK law, no UK tax is required to be withheld at source from dividends paid on ordinary shares or ADSs.

237

Sale of ordinary shares and ADSs

US holders will not be liable for UK tax on capital gains realised on disposal of ordinary shares or ADSs unless:

they are resident or ordinarily resident in the UK; or
they carry on a trade, profession or vocation in the UK through a branch or agency for the year in which the disposal occurs and the shares or ADSs have been used, held or acquired for the purposes of such trade (or profession or vocation), branch or agency. In the case of a trade, the term ‘branch’ includes a permanent establishment.

An individual who ceases to be resident in the UK for tax purposes while owning shares or ADSs and then disposes of those shares or ADSs while not UK resident may become subject to UK tax on capital gains if he/she subsequently becomes treated as UK resident again before five complete UK tax years of non-UK residence have elapsed from the date he/she left the UK. In this situation US holders will generally be entitled to claim US tax paid on such a disposition as a credit against any corresponding UK tax payable.

UK inheritance tax

Under the current the UK–US Inheritance and Gift Tax Treaty between the UK and the US, ordinary shares or ADSs held by a US holder who is domiciled for the purposes of the UK–US Inheritance and Gift Tax Treaty in the US, and is not for the purposes of the UK–US Inheritance and Gift Tax Treaty a national of the UK, will generally not be subject to UK inheritance tax on the individual’s death or on a chargeable gift of the ordinary shares or ADSs during the individual’s lifetime, provided that any applicable US federal gift or estate tax liability is paid, unless the ordinary shares or ADSs are part of the business property of a permanent establishment of the individual in the UK or, in the case of a shareholder who performs independent personal services, pertain to a fixed base situated in the UK. Where the ordinary shares or ADSs have been placed in trust by a settlor who, at the time of settlement, was a US resident shareholder, the ordinary shares or ADSs will generally not be subject to UK inheritance tax unless the settlor, at the time of settlement, was not domiciled in the US and was a UK national. In the exceptional case where the ordinary shares or ADSs are subject to both UK inheritance tax and US federal gift or estate tax, the UK–US Inheritance and Gift Tax Treaty generally provides for double taxation to be relieved by means of credit relief.

UK stamp duty and stamp duty reserve tax

UK stamp duty or stamp duty reserve tax (SDRT) will, subject to certain exemptions, be payable on any issue or transfer of shares to the depository or their nominee where those shares are for inclusion in the ADS program at a rate of 1.5 per cent of their price (if issued), the amount of any consideration provided (if transferred on sale) or their value (if transferred for no consideration). No SDRT would be payable on the transfer of an ADS. No UK stamp duty should be payable on the transfer of an ADS provided that the instrument of transfer is executed and remains at all times outside the UK. Transfers of ordinary shares to persons other than the depository or their nominee will give rise to stamp duty or stamp duty reserve tax at the time of transfer. The relevant rate is currently 0.5 per cent of the amount payable for the shares. The purchaser normally pays the stamp duty or stamp duty reserve tax.

Special rules apply to transactions involving intermediates and stock lending.

US taxation

238

method of accounting for their securities holdings, a tax-exempt organisation, a life insurance company, a person liable for alternative minimum tax, a person who actually or constructively owns 10 per cent or more of the voting stock of BHP Billiton Plc, a person who holds ordinary shares or ADSs as part of a straddle or a hedging or conversion transaction, or a US holder whose functional currency is not the US dollar.

In general, for US federal income tax purposes, a holder of ADSs will be treated as the owner of the ordinary shares represented by those ADSs. Exchanges of ordinary shares for ADSs, and ADSs for ordinary shares will generally not be subject to US federal income tax.

Dividends

Under US federal income tax laws and subject to the PFIC rules discussed below, a US holder must include in its gross income the gross amount of any dividend paid by BHP Billiton Plc out of its current or accumulated earnings and profits (as determined for US federal income tax purposes). The dividend is taxable to the holder when the holder, in the case of ordinary shares, or the Depositary, in the case of ADSs, actually or constructively receives the dividend.

Dividends paid to a non-corporate US holder on shares or ADSs in taxable years beginning before 1 January 2011 will be taxable at the rate applicable to long-term capital gains (generally at a rate of 15 per cent) provided that the ADSs remain readily tradeable on an established securities market in the US and the US holder holds the shares or ADSs for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date, and does not enter into certain risk reduction transactions with respect to the shares or ADSs during the abovementioned holding period. In addition, a non-corporate US holder that elects to treat the dividend income as ‘investment income’ pursuant to Section 163(d)(4) of the Code will not be eligible for the reduced rate of taxation. In the case of a corporate US holder, dividends on shares and ADSs are taxed as ordinary income and will not be eligible for the dividends received deduction generally allowed to US corporations in respect of dividends received from other US corporations.

Dividends will be income from sources outside the US, and generally will be ‘passive category’ income or, for certain taxpayers, ‘general category’ income, which in either case is treated separately from each other and other types of income for purposes of computing the foreign tax credit allowable to a US holder.

Sale of ordinary shares and ADSs

239

the US dollar value of the amount realised and the holder’s tax basis, determined in US dollars, in those ordinary shares or ADSs. The capital gain of a non-corporate US holder that is recognised before 1 January 2011 is generally taxed at a rate of 15 per cent where the holder has a holding period greater than 12 months in the shares or ADSs sold. The gain or loss will generally be income or loss from sources within the US for foreign tax credit limitation purposes. There are limitations on the deductibility of capital losses.

Passive Foreign Investment Company (PFIC) Rules

We do not believe that the BHP Billiton Plc ordinary shares or ADSs will be treated as stock of a PFIC for US federal income tax purposes, but this conclusion is a factual determination that is made annually at the end of the year and thus may be subject to change. If BHP Billiton Plc were treated as a PFIC, any gain realised on the sale or other disposition of ordinary shares or ADSs would in general not be treated as a capital gain. Instead, a US holder would be treated as if it had realised such gain and certain ‘excess distributions’ ratably over its holding period for the ordinary shares or ADSs and would be taxed at the highest tax rate in effect for each such year to which the gain was allocated, together with an interest charge in respect of the tax attributable to each such year. In addition, dividends received with respect to ordinary shares or ADSs would not be eligible for the special tax rates applicable to qualified dividend income if BHP Billiton Plc were a PFIC either in the taxable year of the distribution or the preceding taxable year, but instead would be taxable at rates applicable to ordinary income. Assuming the shares or ADSs are ‘marketable stock,’ a US holder may mitigate the adverse tax consequences described above by electing to be taxed annually on a mark-to-market basis with respect to such shares or ADSs.

240

12 Exhibits

Exhibit 1 Constitution

1.1 Constitution of BHP Billiton Limited
1.2 Memorandum and Articles of Association of BHP Billiton Plc

Exhibit 4 Material Contracts

4.1 DLC Structure Sharing Agreement, dated 29 June 2001, between BHP Limited and Billiton Plc.*
4.2 SVC Special Voting Shares Deed, dated 29 June 2001, among BHP Limited, BHP SVC Pty Limited, Billiton Plc, Billiton SVC Limited and The Law Debenture Trust Corporation p.l.c.*
4.3 SVC Special Voting Shares Amendment Deed, dated 13 August 2001, among BHP Limited, BHP SVC Pty Limited, Billiton Plc, Billiton SVC Limited and The Law Debenture Trust Corporation p.l.c.*
4.4 Deed Poll Guarantee, dated 29 June 2001, of BHP Limited.*
4.5 Deed Poll Guarantee, dated 29 June 2001, of Billiton Plc.*
4.6 Form of Service Agreement for Specified Executive (referred to in this Annual Report as the Key Management Personnel)***
4.7 BHP Billiton Ltd Group Incentive Scheme Rules 2004, dated August 2008****
4.8 BHP Billiton Ltd Long Term Incentive Plan Rules, dated December 2007****
4.9 BHP Billiton Plc Group Incentive Scheme Rules 2004, dated August 2008****
4.10 BHP Billiton Plc Long Term Incentive Plan Rules, dated December 2007****

Exhibit 8 List of Subsidiaries

8.1 List of subsidiaries of BHP Billiton Limited and BHP Billiton Plc

Exhibit 12 Certifications

12.1 Certification by Chief Executive Officer, Mr Marius Kloppers, dated 14 September 2009
12.2 Certification by Chief Financial Officer, Mr Alex Vanselow, dated 14 September 2009

Exhibit 13 Certifications

13.1 Certification by Chief Executive Officer, Mr Marius Kloppers, and Chief Financial Officer, Mr Alex Vanselow, dated 14 September 2009

Exhibit 15

15.1 Consent of Independent Registered Public Accounting Firms KPMG and KPMG Audit Plc for incorporation by reference of audit report in registration statements on Form F-3 and Form S-8
Previously filed as an exhibit to BHP Billiton’s annual report on Form 20-F for the year ended 30 June 2001 on 19 November 2001.
** Previously filed as an exhibit to BHP Billiton’s annual report on Form 20-F for the year ended 30 June 2003 on 23 October 2003.
*** Previously filed as an exhibit to BHP Billiton’s annual report on Form 20-F for the year ended 30 June 2005 on 3 October 2005.
**** Previously filed as an exhibit to BHP Billiton’s annual report on Form 20-F for the year ended 30 June 2008 on 15 September 2008.

241

SIGNATURE

The registrants hereby certify that they meet all of the requirements for filing on Form 20-F and that they have duly caused and authorised the undersigned to sign this annual report on their behalf.

BHP Billiton Limited BHP Billiton Plc

/s/ Alex Vanselow Alex Vanselow Chief Financial Officer

Date: 14 September 2009

Report of Independent registered public accounting firms
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements
Consolidated Income Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statement of Recognised Income and Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Cash Flow Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to the Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Accounting policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Business and geographical segments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Exceptional items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
Net finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
Income tax and deferred tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
Earnings per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
Other financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
Interest bearing liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17
Other financial liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19
Share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
21
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23
Contingent liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24
Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25
Notes to the consolidated cash flow statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26
Business combinations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28
Interests in jointly controlled entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
29
Jointly controlled assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
Financial risk management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31
Pension and other post-retirement obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
32
Key Management Personnel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33
Related party transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34
Employee share ownership plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36
Auditor’s remuneration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37
Subsequent events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Supplementary oil and gas information (unaudited)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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BHP BILLITON 2009 FINANCIAL STATEMENTS

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

To the members of BHP Billiton Plc and BHP Billiton Limited:

We have audited BHP Billiton Group’s (comprising BHP Billiton Plc, BHP Billiton Limited and their respective subsidiaries) internal control over financial reporting as of 30 June 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organisations of the Treadway Commission (COSO). The BHP Billiton Group’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying section 5.12 Controls and Procedures. Our responsibility is to express an opinion on BHP Billiton Group’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, BHP Billiton Group maintained, in all material respects, effective internal control over financial reporting as of 30 June 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organisations of the Treadway Commission (COSO).

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the BHP Billiton Group (comprising BHP Billiton Plc, BHP Billiton Limited and their respective subsidiaries) as of 30 June 2009 and 2008, and the related consolidated income statement, consolidated statement of recognised income and expense and consolidated cash flow statement for each of the years in the three-year period ended 30 June 2009, and our report dated 14 September 2009 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG Audit Plc /s/ KPMG KPMG Audit Plc KPMG London, United Kingdom Melbourne, Australia 14 September 2009 14 September 2009

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

To the members of BHP Billiton Plc and BHP Billiton Limited:

We have audited the accompanying consolidated balance sheet of the BHP Billiton Group (comprising BHP Billiton Plc, BHP Billiton Limited and their respective subsidiaries) as of 30 June 2009 and 2008, and the related consolidated income statement, consolidated statement of recognised income and expense and consolidated cash flow statement for each of the years in the three-year period ended 30 June 2009. These consolidated financial statements are the responsibility of the BHP Billiton Group’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the BHP Billiton Group as of 30 June 2009 and 2008, and the results of their operations and their cash flows for each of the years in the three-year period ended 30 June 2009, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), BHP Billiton Group’s internal control over financial reporting as of 30 June 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organisations of the Treadway Commission (COSO), and our report dated 14 September 2009 expressed an unqualified opinion on the effectiveness of BHP Billiton Group’s internal control over financial reporting.

/s/ KPMG Audit Plc /s/ KPMG KPMG Audit Plc KPMG London, United Kingdom Melbourne, Australia 14 September 2009 14 September 2009

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-3

Consolidated Income Statement

for the year ended 30 June 2009

Revenue Group production . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Third party products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expenses excluding net finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Profit from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Comprising: Group production . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Third party products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Profit before taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Royalty related taxation (net of income tax benefit) . . . . . . . . . . . . . . . . . . . Total taxation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Profit after taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Profit attributable to minority interests . . . . . . . . . . . . . . . . . . . . . . . . . . Profit attributable to members of BHP Billiton Group . . . . . . . . . . . . . Earnings per ordinary share (basic) (US cents) . . . . . . . . . . . . . . . . . . . . . . . Earnings per ordinary share (diluted) (US cents) . . . . . . . . . . . . . . . . . . . . . . Dividends per ordinary share—paid during the period (US cents) . . . . . . . . Dividends per ordinary share—declared in respect of the period (US cents) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Notes 2 2 4 5 2 2 2 6 6 6 7 7 7 8 8 9 9	2009 US$M 44,113 6,098 50,211 589 (38,640) 12,160 11,657 503 12,160 309 (852) (543) 11,617 (4,784) (495) (5,279) 6,338 461 5,877 105.6 105.4 82.0 82.0	2008 US$M 51,918 7,555 59,473 648 (35,976) 24,145 24,529 (384) 24,145 293 (955) (662) 23,483 (6,798) (723) (7,521) 15,962 572 15,390 275.3 274.8 56.0 70.0	2007 US$M 41,271 6,202 47,473 621 (28,370) 19,724 19,650 74 19,724 264 (776) (512) 19,212 (5,305) (411) (5,716) 13,496 80 13,416 229.5 228.9 38.5 47.0

The accompanying notes form part of these financial statements.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-4

Consolidated Statement of Recognised Income and Expense

for the year ended 30 June 2009

Profit after taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amounts recognised directly in equity Actuarial (losses)/gains on pension and medical schemes . . . . . . . . . . . . . . . . . . Available for sale investments: Net valuation gains/(losses) taken to equity . . . . . . . . . . . . . . . . . . . . . . . . . Net valuation losses transferred to the income statement . . . . . . . . . . . . . . Cash flow hedges: Gains/(losses) taken to equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Realised losses transferred to the income statement . . . . . . . . . . . . . . . . . . Unrealised gain transferred to the income statement . . . . . . . . . . . . . . . . . . Gains transferred to the initial carrying amount of hedged items . . . . . . . . Exchange fluctuations on translation of foreign operations . . . . . . . . . . . . . . . . . Exchange fluctuations transferred to profit on sale of divested operations . . . . . Tax on items recognised directly in, or transferred from, equity . . . . . . . . . . . . . Total amounts recognised directly in equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total recognised income and expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Attributable to minority interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Attributable to members of BHP Billiton Group . . . . . . . . . . . . . . . . . . . . .	Notes 22 22	2009 US$M 6,338 (227) 3 58 710 22 (48) (26) 27 — (253) 266 6,604 458 6,146	2008 US$M 15,962 (96) (76) — (383) 73 — (190) (21) — 306 (387) 15,575 571 15,004	2007 US$M 13,496 79 147 — (50) — — (88) 6 6 82 182 13,678 82 13,596

The accompanying notes form part of these financial statements.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-5

Consolidated Balance Sheet

as at 30 June 2009

ASSETS Current assets Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-current assets Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LIABILITIES Current liabilities Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest bearing liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Liabilities held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other financial liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current tax payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-current liabilities Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest bearing liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other financial liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total non-current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EQUITY Share capital—BHP Billiton Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Share capital—BHP Billiton Plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Treasury shares held . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total equity attributable to members of BHP Billiton Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Minority interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Notes 25 10 11 12 3 10 11 12 13 14 7 15 16 3 17 18 15 16 17 7 18 19 19 19 20 21 22 22	2009 US$M 10,833 5,153 763 4,821 213 424 279 22,486 762 1,543 200 49,032 661 3,910 176 56,284 78,770 5,619 1,094 363 705 1,931 1,887 251 11,850 187 15,325 142 3,038 7,032 485 26,209 38,059 40,711 1,227 1,116 (525) 1,305 36,831 39,954 757 40,711	2008
			US$M 4,237 9,801 2,054 4,971 — 119 498
			21,680
			720 1,448 232 47,332 625 3,486 485
			54,328
			76,008
			6,774 3,461 — 2,088 2,141 1,596 418
			16,478
			138 9,234 1,260 3,116 6,251 488
			20,487
			36,965
			39,043
			1,227 1,116 (514) 750 35,756
			38,335 708
			39,043

The accompanying notes form part of these financial statements.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-6

Consolidated Cash Flow Statement

for the year ended 30 June 2009

Operating activities Profit before taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustments for: Non-cash exceptional items . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation and amortisation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exploration and evaluation expense (excluding impairment) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net gain on sale of non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairments of property, plant and equipment, investments and intangibles . . . . . . . . . . . . . . . . . . Employee share awards expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial income and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Changes in assets and liabilities: Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net other financial assets and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provisions and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash generated from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Royalty related taxation paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net operating cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investing activities Purchases of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exploration expenditure (including amounts expensed) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase of intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchases of financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchases of, or increased investment in, subsidiaries, operations and jointly controlled entities, net of their cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred payment on sale of operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash outflows from investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from sale of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from sale of financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from sale or partial sale of subsidiaries, operations and jointly controlled entities, net of their cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net investing cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financing activities Proceeds from ordinary share issues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from interest bearing liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from debt related swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repayment of interest bearing liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase of shares by Employee Share Ownership Plan Trusts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Share buy-back—BHP Billiton Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Share buy-back—BHP Billiton Plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends paid to minority interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net financing cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net increase in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash and cash equivalents, net of overdrafts, at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of foreign currency exchange rate changes on cash and cash equivalents . . . . . . . . . . . . . . . . . . . Cash and cash equivalents, net of overdrafts, at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Notes 25	2009 US$M 11,617 5,460 3,871 1,009 (38) 190 185 543 (320) 4,894 (116) (847) (769) (497) 25,182 30 205 (519) (5,129) (906) 18,863 (9,492) (1,243) (141) (40) (286) (126) (11,328) 164 96 17 (11,051) 29 7,323 354 (3,748) (169) — — (4,563) (406) (1,180) 6,632 4,173 26 10,831	2008 US$M 23,483 137 3,612 859 (129) 137 97 662 (629) (4,255) (1,313) 1,824 526 137 25,148 51 169 (799) (5,867) (885) 17,817 (7,558) (1,350) (16) (166) (154) — (9,244) 43 59 78 (9,064) 24 7,201 342 (7,951) (250) — (3,115) (3,135) (115) (6,999) 1,754 2,398 21 4,173	2007
				US$M 19,212 343 2,754 539 (101) 129 72 512 (382) (1,118) (732) 561 224 (39)
				21,974 38 139 (633) (5,007) (554)
				15,957
				(7,129) (805) (18) (38) (701) —
				(8,691) 77 98 203
				(8,313)
				22 4,539 — (2,925) (165) (2,824) (2,917) (2,271) (68)
				(6,609)
				1,035 1,351 12
				2,398

The accompanying notes form part of these financial statements.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-7

Notes to the Financial Statements

1 Accounting policies

Dual Listed Companies’ structure and basis of preparation of financial statements

Merger terms

On 29 June 2001, BHP Billiton Plc (previously known as Billiton Plc), a UK listed company, and BHP Billiton Limited (previously known as BHP Limited), an Australian listed company, entered into a Dual Listed Company (DLC) merger. This was effected by contractual arrangements between the Companies and amendments to their constitutional documents.

The effect of the DLC merger is that BHP Billiton Plc and its subsidiaries (the BHP Billiton Plc Group) and BHP Billiton Limited and its subsidiaries (the BHP Billiton Limited Group) operate together as a single economic entity (the Group). Under the arrangements:

the shareholders of BHP Billiton Plc and BHP Billiton Limited have a common economic interest in both Groups
the shareholders of BHP Billiton Plc and BHP Billiton Limited take key decisions, including the election of Directors, through a joint electoral procedure under which the shareholders of the two Companies effectively vote on a joint basis
BHP Billiton Plc and BHP Billiton Limited have a common Board of Directors, a unified management structure and joint objectives
dividends and capital distributions made by the two Companies are equalised
BHP Billiton Plc and BHP Billiton Limited each executed a deed poll guarantee, guaranteeing (subject to certain exceptions) the contractual obligations (whether actual or contingent, primary or secondary) of the other incurred after 29 June 2001 together with specified obligations existing at that date

If either BHP Billiton Plc or BHP Billiton Limited proposes to pay a dividend to its shareholders, then the other Company must pay a matching cash dividend of an equivalent amount per share to its shareholders. If either Company is prohibited by law or is otherwise unable to declare, pay or otherwise make all or any portion of such a matching dividend, then BHP Billiton Plc or BHP Billiton Limited will, so far as it is practicable to do so, enter into such transactions with each other as the Boards agree to be necessary or desirable so as to enable both Companies to pay dividends as nearly as practicable at the same time.

The DLC merger did not involve the change of legal ownership of any assets of BHP Billiton Plc or BHP Billiton Limited, any change of ownership of any existing shares or securities of BHP Billiton Plc or BHP Billiton Limited, the issue of any shares or securities or any payment by way of consideration, save for the issue by each Company of one special voting share to a trustee company which is the means by which the joint electoral procedure is operated.

Accounting for the DLC merger

The basis of accounting for the DLC merger was established under Australian and UK Generally Accepted Accounting Principles (GAAP), pursuant to the requirements of the Australian Securities and Investments Commission (ASIC) Practice Note 71 ‘Financial Reporting by Australian Entities in Dual-Listed Company Arrangements’, an order issued by ASIC under section 340 of the Corporations Act 2001 on 2 September 2002, and in accordance with the UK Companies Act 1985. In accordance with the transitional provisions of IFRS 1/AASB 1 ‘First-time Adoption of International Financial Reporting Standards’, the same basis of accounting is

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-8

Notes to the Financial Statements—(continued)

applied under International Financial Reporting Standards. Accordingly, these financial statements consolidate the Group as follows:

Results for the years ended 30 June 2009, 30 June 2008 and 30 June 2007 are of the consolidated entity comprising the BHP Billiton Plc Group and the BHP Billiton Limited Group
Assets and liabilities of the BHP Billiton Plc Group and the BHP Billiton Limited Group were consolidated at the date of the merger at their existing carrying amounts

Basis of preparation

This general purpose financial report for the year ended 30 June 2009 has been prepared in accordance with the requirements of the UK Companies Act 2006 and Australian Corporations Act 2001 and with:

Australian Accounting Standards, being Australian equivalents to International Financial Reporting Standards as issued by the Australian Accounting Standards Board (AASB) and interpretations effective as of 30 June 2009
International Financial Reporting Standards and interpretations as adopted by the European Union (EU) effective as of 30 June 2009
International Financial Reporting Standards and interpretations as issued by the International Accounting Standards Board effective as of 30 June 2009
those standards and interpretations adopted early for each applicable reporting period as described below

The above standards and interpretations are collectively referred to as ‘IFRS’ in this report.

The principal standards and interpretations that have been adopted for the first time in these financial statements are:

Amendments to IFRS 1/AASB 1 ‘First-time Adoption’ and IAS 27/AASB 127 ‘Consolidated and Separate Financial Statements—Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate’, which have been early adopted and which remove the definition of the cost method resulting in all dividends being recognised as income as well as prescribing accounting for the insertion of new parent entities into a group
IFRIC 12/AASB Interpretation 12 ‘Service Concession Arrangements’ addresses accounting for obligations undertaken and the rights received in service concession arrangements by service concession operators. This interpretation has been early adopted for EU reporting.
IFRIC 14/AASB Interpretation 14 ‘IAS 19—The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction’, which explains how to assess the limit on the amount of the surplus that can be recognised as an asset for defined benefit funds in IAS 19/AASB 119 ‘Employee Benefits’

The adoption of these standards did not have a material impact on the financial statements of the Group.

The following standards and interpretations may have an impact on the Group in future reporting periods but are not yet effective. These standards and interpretations are available for early adoption in the 30 June 2009 financial year (other than in the EU) but have not been applied in the preparation of these financial statements:

Amendment to IFRS 2/AASB 2 ‘Share-based Payment’ modifies the definition of vesting conditions and broadens the scope of accounting for cancellations

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-9

Notes to the Financial Statements—(continued)

Amendment to IFRS 3/AASB 3 ‘Business Combinations’. This amendment modifies the application of acquisition accounting for business combinations. Associated amendments to IAS 27/AASB 127 ‘Consolidated and Separate Financial Statements’ change the accounting for non-controlling interests.
‘Improvements to IFRSs 2008’/AASB 2008-5 ‘Amendments to Australian Accounting Standards arising from the Annual Improvements Project’ and AASB 2008-6 ‘Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project’ include a collection of minor amendments to IFRS
‘Improvements to IFRSs 2009’/AASB 2009-4 ‘Amendments to Australian Accounting Standards arising from the Annual Improvements Project’ and AASB 2009-5 ‘Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project’ include a collection of minor amendments to IFRS
Amendments to IFRS 2/AASB 2 ‘Group Cash-settled Share-based payment transactions’. These amendments clarify the accounting for group cash settled share-based payment transactions.
IFRIC 18/AASB Interpretation 18 ‘Transfer of Assets from Customers’ addresses accounting for agreements in which an entity receives an item of property, plant and equipment from a customer that the entity must then use either to connect the customer to a network or to provide the customer with ongoing access to a supply of goods or services

The potential impacts on the financial statements of the Group of adopting these standards and interpretations have not yet been determined. The latter three standards and interpretations above have not been endorsed by the EU and hence are not available for early adoption in the EU.

Basis of measurement

The financial statements are drawn up on the basis of historical cost principles, except for derivative financial instruments and certain other financial assets which are carried at fair value.

Currency of presentation

All amounts are expressed in millions of US dollars, unless otherwise stated, consistent with the predominant functional currency of the Group’s operations.

Change in accounting policy

The accounting policies have been consistently applied by all entities included in the Group consolidated financial statements and are consistent with those applied in all prior years presented.

Principles of consolidation

The financial statements of the Group include the consolidation of BHP Billiton Limited, BHP Billiton Plc and their respective subsidiaries. Subsidiaries are entities controlled by either parent entity. Control exists where either parent entity has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Subsidiaries are included in the consolidated financial report from the date control commences until the date control ceases. Where the Group’s interest is less than 100 per cent, the interest attributable to outside shareholders is reflected in minority interests. The effects of all transactions between entities within the Group have been eliminated.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-10

Notes to the Financial Statements—(continued)

Joint ventures

The Group undertakes a number of business activities through joint ventures. Joint ventures are established through contractual arrangements that require the unanimous consent of each of the venturers regarding the strategic financial and operating policies of the venture (joint control). The Group’s joint ventures are of two types:

Jointly controlled entities

A jointly controlled entity is a corporation, partnership or other entity in which each participant holds an interest. A jointly controlled entity operates in the same way as other entities, controlling the assets of the joint venture, earning its own income and incurring its own liabilities and expenses. Interests in jointly controlled entities are accounted for using the proportional consolidation method, whereby the Group’s proportionate interest in the assets, liabilities, revenues and expenses of jointly controlled entities are recognised within each applicable line item of the financial statements. The share of jointly controlled entities’ results is recognised in the Group’s financial statements from the date that joint control commences until the date at which it ceases.

Jointly controlled assets

The Group has certain contractual arrangements with other participants to engage in joint activities that do not give rise to a jointly controlled entity. These arrangements involve the joint ownership of assets dedicated to the purposes of each venture but do not create a jointly controlled entity as the venturers directly derive the benefits of operation of their jointly owned assets, rather than deriving returns from an interest in a separate entity.

The financial statements of the Group include its share of the assets in such joint ventures, together with the liabilities, revenues and expenses arising jointly or otherwise from those operations. All such amounts are measured in accordance with the terms of each arrangement, which are usually in proportion to the Group’s interest in the jointly controlled assets.

Business combinations

Business combinations occurring after 1 July 2004 are accounted for in accordance with the policy stated below. Business combinations prior to this date have been accounted for in accordance with the Group’s previous policies under UK GAAP and Australian GAAP and have not been restated.

Business combinations are accounted for by applying the purchase method of accounting, whereby the purchase consideration of the combination is allocated to the identifiable assets, liabilities and contingent liabilities (identifiable net assets) on the basis of fair value at the date of acquisition. Mineral rights that can be reliably valued are recognised in the assessment of fair values on acquisition. Other potential mineral rights for which values cannot be reliably determined are not recognised.

Goodwill

Where the fair value of consideration paid for a business combination exceeds the fair values attributable to the Group’s share of the identifiable net assets acquired, the difference is treated as purchased goodwill. Where the fair value of the Group’s share of the identifiable net assets acquired exceeds the cost of acquisition, the difference is immediately recognised in the income statement. Goodwill is not amortised, however its carrying amount is assessed annually against its recoverable amount as explained below under ‘Impairment of non-current

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-11

Notes to the Financial Statements—(continued)

assets’. On the subsequent disposal or termination of a previously acquired business, any remaining balance of associated goodwill is included in the determination of the profit or loss on disposal or termination.

Intangible assets

Amounts paid for the acquisition of identifiable intangible assets, such as software and licences, are capitalised at the fair value of consideration paid and are recorded at cost less accumulated amortisation and impairment charges. Identifiable intangible assets with a finite life are amortised on a straight-line basis over their expected useful life, which is typically no greater than eight years. The Group has no identifiable intangible assets for which the expected useful life is indefinite.

Foreign currencies

The Group’s reporting currency and the functional currency of the majority of its operations is the US dollar as this is assessed to be the principal currency of the economic environments in which they operate.

Transactions denominated in foreign currencies (currencies other than the functional currency of an operation) are recorded using the exchange rate ruling at the date of the underlying transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the rate of exchange ruling at year end and the gains or losses on retranslation are included in the income statement, with the exception of foreign exchange gains or losses on foreign currency provisions for site closure and rehabilitation, which are capitalised in property, plant and equipment for operating sites.

Exchange variations resulting from the retranslation at closing rate of the net investments in subsidiaries and joint ventures arising after 1 July 2004 are accounted for in accordance with the policy stated below. Exchange variations arising before this date were transferred to retained earnings at the date of transition to IFRS.

Subsidiaries and joint ventures that have functional currencies other than US dollars translate their income statement items to US dollars at the date of each transaction. Assets and liabilities are translated at exchange rates prevailing at year end. Exchange variations resulting from the retranslation at closing rate of the net investment in such subsidiaries and joint ventures, together with differences between their income statement items translated at actual and closing rates, are recognised in the foreign currency translation reserve. For the purpose of foreign currency translation, the net investment in a foreign operation is determined inclusive of foreign currency intercompany balances for which settlement is neither planned nor likely to occur in the foreseeable future. The balance of the foreign currency translation reserve relating to a foreign operation that is disposed of, or partially disposed of, is recognised in the income statement at the time of disposal.

Share-based payments

The fair value at grant date of equity settled share awards granted on or after 8 November 2002 is charged to the income statement over the period for which the benefits of employee services are expected to be derived. The corresponding accrued employee entitlement is recorded in the employee share awards reserve. The fair value of awards is calculated using an option pricing model which considers the following factors:

exercise price
expected life of the award
current market price of the underlying shares
expected volatility

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-12

Notes to the Financial Statements—(continued)

expected dividends
risk-free interest rate
market-based performance hurdles

For equity-settled share awards granted on or before 7 November 2002 and that remained unvested at 1 July 2004, the estimated cost of share awards is charged to the income statement from grant date to the date of expected vesting. The estimated cost of awards is based on the market value of shares at the grant date or the intrinsic value of options awarded, adjusted to reflect the impact of performance conditions, where applicable.

Where awards are forfeited because non-market based vesting conditions are not satisfied, the expense previously recognised is proportionately reversed. Where shares in BHP Billiton Limited or BHP Billiton Plc are acquired by on-market purchases prior to settling vested entitlements, the cost of the acquired shares is carried as treasury shares and deducted from equity. When awards are satisfied by delivery of acquired shares, any difference between their acquisition cost and the remuneration expense recognised is charged directly to retained earnings. The tax effect of awards granted is recognised in income tax expense, except to the extent that the total tax deductions are expected to exceed the cumulative remuneration expense. In this situation, the excess of the associated current or deferred tax is recognised in equity as part of the employee share awards reserve.

Sales revenue

Revenue from the sale of goods and disposal of other assets is recognised when persuasive evidence, usually in the form of an executed sales agreement, or an arrangement exists, indicating there has been a transfer of risks and rewards to the customer, no further work or processing is required by the Group, the quantity and quality of the goods has been determined with reasonable accuracy, the price is fixed or determinable, and collectability is reasonably assured. This is generally when title passes.

In the majority of sales for most commodities, sales agreements specify that title passes on the bill of lading date, which is the date the commodity is delivered to the shipping agent. For these sales, revenue is recognised on the bill of lading date. For certain sales (principally coal sales to adjoining power stations and diamond sales), title passes and revenue is recognised when the goods have been delivered.

In cases where the terms of the executed sales agreement allow for an adjustment to the sales price based on a survey of the goods by the customer (for instance an assay for mineral content), recognition of the sales revenue is based on the most recently determined estimate of product specifications.

For certain commodities, the sales price is determined on a provisional basis at the date of sale; adjustments to the sales price subsequently occurs based on movements in quoted market or contractual prices up to the date of final pricing. The period between provisional invoicing and final pricing is typically between 60 and 120 days. Revenue on provisionally priced sales is recognised based on the estimated fair value of the total consideration receivable. The revenue adjustment mechanism embedded within provisionally priced sales arrangements has the character of a commodity derivative. Accordingly, the fair value of the final sales price adjustment is re-estimated continuously and changes in fair value are recognised as an adjustment to revenue. In all cases, fair value is estimated by reference to forward market prices.

Revenue is not reduced for royalties and other taxes payable from the Group’s production.

The Group separately discloses sales of Group production from sales of third party products due to the significant difference in profit margin earned on these sales.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-13

Notes to the Financial Statements—(continued)

Exploration and evaluation expenditure

Exploration and evaluation activity involves the search for mineral and petroleum resources, the determination of technical feasibility and the assessment of commercial viability of an identified resource. Exploration and evaluation activity includes:

researching and analysing historical exploration data
gathering exploration data through topographical, geochemical and geophysical studies
exploratory drilling, trenching and sampling
determining and examining the volume and grade of the resource
surveying transportation and infrastructure requirements
conducting market and finance studies

Administration costs that are not directly attributable to a specific exploration area are charged to the income statement. Licence costs paid in connection with a right to explore in an existing exploration area are capitalised and amortised over the term of the permit.

Exploration and evaluation expenditure (including amortisation of capitalised licence costs) is charged to the income statement as incurred except in the following circumstances, in which case the expenditure may be capitalised:

In respect of minerals activities:
the exploration and evaluation activity is within an area of interest which was previously acquired in a business combination and measured at fair value on acquisition; or
the existence of a commercially viable mineral deposit has been established.
In respect of petroleum activities:
the exploration and evaluation activity is within an area of interest for which it is expected that the expenditure will be recouped by future exploitation or sale; or
exploration and evaluation activity has not reached a stage which permits a reasonable assessment of the existence of commercially recoverable reserves.

Capitalised exploration and evaluation expenditure considered to be tangible is recorded as a component of property, plant and equipment at cost less impairment charges. Otherwise, it is recorded as an intangible asset (such as licences). As the asset is not available for use, it is not depreciated. All capitalised exploration and evaluation expenditure is monitored for indications of impairment. Where a potential impairment is indicated, assessment is performed for each area of interest in conjunction with the group of operating assets (representing a cash generating unit) to which the exploration is attributed. Exploration areas at which reserves have been discovered but that require major capital expenditure before production can begin are continually evaluated to ensure that commercial quantities of reserves exist or to ensure that additional exploration work is under way or planned. To the extent that capitalised expenditure is not expected to be recovered it is charged to the income statement.

Cash flows associated with exploration and evaluation expenditure (comprising both amounts expensed and amounts capitalised) are classified as investing activities in the cash flow statement.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-14

Notes to the Financial Statements—(continued)

Development expenditure

When proved reserves are determined and development is sanctioned, capitalised exploration and evaluation expenditure is reclassified as ‘assets under construction’, and is disclosed as a component of property, plant and equipment. All subsequent development expenditure is capitalised and classified as ‘assets under construction’. Development expenditure is net of proceeds from the sale of ore extracted during the development phase. On completion of development, all assets included in ‘assets under construction’ are reclassified as either ‘plant and equipment’ or ‘other mineral assets’.

Property, plant and equipment

Property, plant and equipment is recorded at cost less accumulated depreciation and impairment charges. Cost is the fair value of consideration given to acquire the asset at the time of its acquisition or construction and includes the direct cost of bringing the asset to the location and condition necessary for operation and the estimated future cost of dismantling and removing the asset. Disposals are taken to account in the income statement. Where the disposal involves the sale or abandonment of a significant business (or all of the assets associated with such a business) the gain or loss is disclosed as an exceptional item.

Other mineral assets

Other mineral assets comprise:

Capitalised exploration, evaluation and development expenditure (including development stripping) for properties now in production
Mineral rights and petroleum interests acquired
Production stripping (as described below in ‘Overburden removal costs’)

Depreciation of property, plant and equipment

The carrying amounts of property, plant and equipment (including initial and any subsequent capital expenditure) are depreciated to their estimated residual value over the estimated useful lives of the specific assets concerned, or the estimated life of the associated mine, field or lease, if shorter. Estimates of residual values and useful lives are reassessed annually and any change in estimate is taken into account in the determination of remaining depreciation charges. Depreciation commences on the date of commissioning. The major categories of property, plant and equipment are depreciated on a unit of production and/or straight-line basis using estimated lives indicated below. However, where assets are dedicated to a mine, field or lease and are not readily transferable, the below useful lives are subject to the lesser of the asset category’s useful life and the life of the mine, field or lease:

Buildings
25 to 50 years
Land — not depreciated
Plant and equipment — 3 to 30 years straight-line
Mineral rights and Petroleum interests — based on reserves on a unit of production basis
• Capitalised exploration, evaluation and — based on reserves on a unit of production basis development expenditure

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-15

Notes to the Financial Statements—(continued)

Leased assets

Assets held under leases which result in the Group receiving substantially all the risks and rewards of ownership of the asset (finance leases) are capitalised at the lower of the fair value of the property, plant and equipment or the estimated present value of the minimum lease payments. The corresponding finance lease obligation is included within interest bearing liabilities. The interest element is allocated to accounting periods during the lease term to reflect a constant rate of interest on the remaining balance of the obligation.

Operating lease assets are not capitalised and rental payments are included in the income statement on a straight-line basis over the lease term. Provision is made for the present value of future operating lease payments in relation to surplus lease space when it is first determined that the space will be of no probable future benefit. Operating lease incentives are recognised as a liability when received and subsequently reduced by allocating lease payments between rental expense and reduction of the liability.

Impairment of non-current assets

Formal impairment tests are carried out annually for goodwill. Formal impairment tests for all other assets are performed when there is an indication of impairment. The Group conducts annually an internal review of asset values which is used as a source of information to assess for any indications of impairment. External factors, such as changes in expected future prices, costs and other market factors are also monitored to assess for indications of impairment. If any such indication exists an estimate of the asset’s recoverable amount is calculated, being the higher of fair value less direct costs to sell and the asset’s value in use.

If the carrying amount of the asset exceeds its recoverable amount, the asset is impaired and an impairment loss is charged to the income statement so as to reduce the carrying amount in the balance sheet to its recoverable amount.

Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties. Fair value for mineral assets is generally determined as the present value of the estimated future cash flows expected to arise from the continued use of the asset, including any expansion prospects, and its eventual disposal, using assumptions that an independent market participant may take into account. These cash flows are discounted by an appropriate discount rate to arrive at a net present value of the asset.

Value in use is determined as the present value of the estimated future cash flows expected to arise from the continued use of the asset in its present form and its eventual disposal. Value in use is determined by applying assumptions specific to the Group’s continued use and cannot take into account future development. These assumptions are different to those used in calculating fair value and consequently the value in use calculation is likely to give a different result (usually lower) to a fair value calculation.

In testing for indications of impairment and performing impairment calculations, assets are considered as collective groups and referred to as cash generating units. Cash generating units are the smallest identifiable group of assets, liabilities and associated goodwill that generate cash inflows that are largely independent of the cash inflows from other assets or groups of assets.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-16

Notes to the Financial Statements—(continued)

The impairment assessments are based on a range of estimates and assumptions, including:

Estimates/assumptions:

Future production
Commodity prices
Exchange rates
Discount rates

Basis:

Proved and probable reserves, resource estimates and, in certain cases, expansion projects
Forward market and contract prices, and longer-term price protocol estimates
Current (forward) market exchange rates
Cost of capital risk appropriate to the resource

Overburden removal costs

Overburden and other mine waste materials are often removed during the initial development of a mine site in order to access the mineral deposit. This activity is referred to as development stripping. The directly attributable costs (inclusive of an allocation of relevant overhead expenditure) are initially capitalised as ‘assets under construction’. Capitalisation of development stripping costs ceases at the time that saleable material begins to be extracted from the mine. On completion of development, all assets included in ‘assets under construction’ are transferred to ‘other mineral assets’.

Production stripping commences at the time that saleable materials begin to be extracted from the mine and normally continues throughout the life of a mine. The costs of production stripping are charged to the income statement as operating costs when the ratio of waste material to ore extracted for an area of interest is expected to be constant throughout its estimated life. When the ratio of waste to ore is not expected to be constant, production stripping costs are accounted for as follows:

All costs are initially charged to the income statement and classified as operating costs
When the current ratio of waste to ore is greater than the estimated life-of-mine ratio, a portion of the stripping costs (inclusive of an allocation of relevant overhead expenditure) is capitalised to ‘Other mineral assets’
In subsequent years when the ratio of waste to ore is less than the estimated life-of-mine ratio, a portion of capitalised stripping costs is charged to the income statement as operating costs

The amount of production stripping costs capitalised or charged in a financial year is determined so that the stripping expense for the financial year reflects the estimated life-of-mine ratio. Changes to the estimated life-of-mine ratio are accounted for prospectively from the date of the change.

Inventories

Inventories, including work in progress, are valued at the lower of cost and net realisable value. Cost is determined primarily on the basis of average costs. For processed inventories, cost is derived on an absorption costing basis. Cost comprises cost of purchasing raw materials and cost of production, including attributable mining and manufacturing overheads.

Finance costs

Finance costs are generally expensed as incurred except where they relate to the financing of construction or development of qualifying assets requiring a substantial period of time to prepare for their intended future use.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-17

Notes to the Financial Statements—(continued)

Finance costs are capitalised up to the date when the asset is ready for its intended use. The amount of finance costs capitalised (before the effects of income tax) for the period is determined by applying the interest rate applicable to appropriate borrowings outstanding during the period to the average amount of capitalised expenditure for the qualifying assets during the period.

Taxation

Taxation on the profit or loss for the year comprises current and deferred tax. Taxation is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case the tax is recognised in equity.

Current tax is the expected tax payable on the taxable income for the year using rates enacted or substantively enacted at the year end, and includes any adjustment to tax payable in respect of previous years.

Deferred tax is provided using the balance sheet liability method, providing for the tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for tax assessment or deduction purposes. Where an asset has no deductible or depreciable amount for income tax purposes, but has a deductible amount on sale or abandonment for capital gains tax purposes, that amount is included in the determination of temporary differences. The tax effect of certain temporary differences is not recognised, principally with respect to goodwill; temporary differences arising on the initial recognition of assets or liabilities (other than those arising in a business combination or in a manner that initially impacted accounting or taxable profit); and temporary differences relating to investments in subsidiaries, jointly controlled entities and associates to the extent that the Group is able to control the reversal of the temporary difference and the temporary difference is not expected to reverse in the foreseeable future. The amount of deferred tax recognised is based on the expected manner and timing of realisation or settlement of the carrying amount of assets and liabilities, with the exception of items that have a tax base solely derived under capital gains tax legislation, using tax rates enacted or substantively enacted at period end. To the extent that an item’s tax base is solely derived from the amount deductible under capital gains tax legislation, deferred tax is determined as if such amounts are deductible in determining future assessable income.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reviewed at each balance sheet date and amended to the extent that it is no longer probable that the related tax benefit will be realised. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the Group has both the right and the intention to settle its current tax assets and liabilities on a net or simultaneous basis.

Royalties and resource rent taxes are treated as taxation arrangements when they have the characteristics of a tax. This is considered to be the case when they are imposed under government authority and the amount payable is calculated by reference to revenue derived (net of any allowable deductions) after adjustment for items comprising temporary differences. For such arrangements, current and deferred tax is provided on the same basis as described above for other forms of taxation. Obligations arising from royalty arrangements that do not satisfy these criteria are recognised as current provisions and included in expenses.

Provision for employee benefits

Provision is made in the financial statements for all employee benefits, including on-costs. In relation to industry-based long service leave funds, the Group’s liability, including obligations for funding shortfalls, is determined after deducting the fair value of dedicated assets of such funds.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-18

Notes to the Financial Statements—(continued)

Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick leave obliged to be settled within 12 months of the reporting date, are recognised in sundry creditors or provision for employee benefits in respect of employees’ services up to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognised when the leave is taken and measured at the rates paid or payable.

The liability for long service leave for which settlement within 12 months of the reporting date cannot be deferred is recognised in the current provision for employee benefits and is measured in accordance with annual leave described above. The liability for long service leave for which settlement can be deferred beyond 12 months from the reporting date is recognised in the non-current provision for employee benefits and measured as the present value of expected future payments to be made in respect of services provided by employees up to the reporting date. Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service. Expected future payments are discounted using market yields at the reporting date on national government bonds with terms to maturity and currency that match, as closely as possible, the estimated future cash outflows.

Superannuation, pensions and other post-retirement benefits

The Group operates or participates in a number of pension (including superannuation) schemes throughout the world. The funding of the schemes complies with local regulations. The assets of the schemes are generally held separately from those of the Group and are administered by trustees or management boards.

For defined contribution schemes or schemes operated on an industry-wide basis where it is not possible to identify assets attributable to the participation by the Group’s employees, the pension charge is calculated on the basis of contributions payable.

For defined benefit schemes, the cost of providing pensions is charged to the income statement so as to recognise current and past service costs, interest cost on defined benefit obligations, and the effect of any curtailments or settlements, net of expected returns on plan assets. Actuarial gains and losses are recognised directly in equity. An asset or liability is consequently recognised in the balance sheet based on the present value of defined benefit obligations, less any unrecognised past service costs and the fair value of plan assets, except that any such asset cannot exceed the total of unrecognised past service costs and the present value of refunds from and reductions in future contributions to the plan. Defined benefit obligations are estimated by discounting expected future payments using market yields at the reporting date on high-quality corporate bonds in countries that have developed corporate bond markets. However, where developed corporate bond markets do not exist, the discount rates are selected by reference to national government bonds. In both instances, the bonds are selected with terms to maturity and currency that match, as closely as possible, the estimated future cash flows.

Certain Group companies provide post-retirement medical benefits to qualifying retirees. In some cases the benefits are provided through medical care schemes to which the Group, the employees, the retirees and covered family members contribute. In some schemes there is no funding of the benefits before retirement. These schemes are recognised on the same basis as described above for defined benefit pension schemes.

Closure and rehabilitation

The mining, extraction and processing activities of the Group normally give rise to obligations for site closure or rehabilitation. Closure and rehabilitation works can include facility decommissioning and dismantling; removal or treatment of waste materials; site and land rehabilitation. The extent of work required and the associated costs are dependent on the requirements of relevant authorities and the Group’s environmental policies.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-19

Notes to the Financial Statements—(continued)

Provisions for the cost of each closure and rehabilitation program are recognised at the time that environmental disturbance occurs. When the extent of disturbance increases over the life of an operation, the provision is increased accordingly. Costs included in the provision encompass all closure and rehabilitation activity expected to occur progressively over the life of the operation and at the time of closure in connection with disturbances at the reporting date. Routine operating costs that may impact the ultimate closure and rehabilitation activities, such as waste material handling conducted as an integral part of a mining or production process, are not included in the provision. Costs arising from unforeseen circumstances, such as the contamination caused by unplanned discharges, are recognised as an expense and liability when the event gives rise to an obligation which is probable and capable of reliable estimation.

The timing of the actual closure and rehabilitation expenditure is dependent upon a number of factors such as the life and nature of the asset, the operating licence conditions, the principles of our Charter and the environment in which the mine operates. Expenditure may occur before and after closure and can continue for an extended period of time dependent on closure and rehabilitation requirements. The majority of the expenditure is expected to be paid over periods of up to 50 years with some payments into perpetuity.

Closure and rehabilitation provisions are measured at the expected value of future cash flows, discounted to their present value and determined according to the probability of alternative estimates of cash flows occurring for each operation. Discount rates used are specific to the country in which the operation is located. Significant judgements and estimates are involved in forming expectations of future activities and the amount and timing of the associated cash flows. Those expectations are formed based on existing environmental and regulatory requirements or, if more stringent, Group environmental policies which give rise to a constructive obligation.

When provisions for closure and rehabilitation are initially recognised, the corresponding cost is capitalised as an asset, representing part of the cost of acquiring the future economic benefits of the operation. The capitalised cost of closure and rehabilitation activities is recognised in Property, plant and equipment and depreciated accordingly. The value of the provision is progressively increased over time as the effect of discounting unwinds, creating an expense recognised in financial expenses.

Closure and rehabilitation provisions are also adjusted for changes in estimates. Those adjustments are accounted for as a change in the corresponding capitalised cost, except where a reduction in the provision is greater than the undepreciated capitalised cost of the related assets, in which case the capitalised cost is reduced to nil and the remaining adjustment is recognised in the income statement. In the case of closed sites, changes to estimated costs are recognised immediately in the income statement. Changes to the capitalised cost result in an adjustment to future depreciation and financial charges. Adjustments to the estimated amount and timing of future closure and rehabilitation cash flows are a normal occurrence in light of the significant judgements and estimates involved. Factors influencing those changes include:

revisions to estimated reserves, resources and lives of operations
developments in technology
regulatory requirements and environmental management strategies
changes in the estimated extent and costs of anticipated activities, including the effects of inflation and movements in foreign exchange rates
movements in interest rates affecting the discount rate applied

Financial instruments

All financial assets are initially recognised at the fair value of consideration paid. Subsequently, financial assets are carried at fair value or amortised cost less impairment. Where non-derivative financial assets are

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-20

Notes to the Financial Statements—(continued)

carried at fair value, gains and losses on remeasurement are recognised directly in equity unless the financial assets have been designated as being held at fair value through profit or loss, in which case the gains and losses are recognised directly in the income statement. Financial assets are designated as being held at fair value through profit or loss when this is necessary to reduce measurement inconsistencies for related assets and liabilities. All financial liabilities other than derivatives are initially recognised at fair value of consideration received net of transaction costs as appropriate (initial cost) and subsequently carried at amortised cost.

Derivatives, including those embedded in other contractual arrangements but separated for accounting purposes because they are not clearly and closely related to the host contract, are initially recognised at fair value on the date the contract is entered into and are subsequently remeasured at their fair value. The method of recognising the resulting gain or loss on remeasurement depends on whether the derivative is designated as a hedging instrument, and, if so, the nature of the item being hedged. The measurement of fair value is based on quoted market prices. Where no price information is available from a quoted market source, alternative market mechanisms or recent comparable transactions, fair value is estimated based on the Group’s views on relevant future prices, net of valuation allowances to accommodate liquidity, modelling and other risks implicit in such estimates.

Forward exchange contracts held for hedging purposes are generally accounted for as cash flow hedges. Interest rate swaps held for hedging purposes are generally accounted for as fair value hedges. Derivatives embedded within other contractual arrangements and the majority of commodity-based transactions executed through derivative contracts do not qualify for hedge accounting.

Fair value hedges

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. Any difference between the change in fair value of the derivative and the hedged risk constitutes ineffectiveness of the hedge and is recognised immediately in the income statement.

Cash flow hedges

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in equity in the hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately in the income statement.

Amounts accumulated in equity are recycled in the income statement in the periods when the hedged item affects profit or loss. However, when the forecast transaction that is hedged results in the recognition of a non-financial asset (for example, plant and equipment purchases) or a non-financial liability, the gains and losses previously deferred in equity are transferred from equity and included in the measurement of the initial carrying amount of the asset or liability.

When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the income statement. When a hedged forecast transaction is no longer expected to occur, the cumulative hedge gain or loss that was reported in equity is immediately transferred to the income statement.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-21

Notes to the Financial Statements—(continued)

Derivatives that do not qualify for hedge accounting

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument that does not qualify for hedge accounting are recognised immediately in the income statement.

Available for sale and trading investments

Available for sale and trading investments are measured at fair value. Gains and losses on the remeasurement of trading investments are recognised directly in the income statement. Gains and losses on the remeasurement of available for sale investments are recognised directly in equity and subsequently recognised in the income statement when realised by sale or redemption, or when a reduction in fair value is judged to represent an impairment.

Application of critical accounting policies and estimates

The preparation of the consolidated financial statements requires management to make judgements and estimates and form assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements, and the reported revenue and expenses during the periods presented therein. On an ongoing basis, management evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements and estimates on historical experience and on other various factors it believes to be reasonable under the circumstances, the results of which form the basis of the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions.

The Group has identified the following critical accounting policies under which significant judgements, estimates and assumptions are made and where actual results may differ from these estimates under different assumptions and conditions and may materially affect financial results or the financial position reported in future periods.

Further details of the nature of these assumptions and conditions may be found in the relevant notes to the financial statements.

Reserve estimates

Reserves are estimates of the amount of product that can be economically and legally extracted from the Group’s properties. In order to estimate reserves, assumptions are required about a range of geological, technical and economic factors, including quantities, grades, production techniques, recovery rates, production costs, transport costs, commodity demand, commodity prices and exchange rates.

Estimating the quantity and/or grade of reserves requires the size, shape and depth of orebodies or fields to be determined by analysing geological data such as drilling samples. This process may require complex and difficult geological judgements to interpret the data.

The Group determines and reports ore reserves in Australia and the UK under the principles incorporated in the Australasian Code for Reporting Exploration Results of Mineral Resources and Ore Reserves December 2004, known as the JORC Code. The JORC Code requires the use of reasonable investment assumptions when reporting reserves. As a result, management will form a view of forecast sales prices, based on current and longterm historical average price trends. For example, if current prices remain above long-term historical averages for

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-22

Notes to the Financial Statements—(continued)

an extended period of time, management may assume that lower prices will prevail in the future and as a result, those lower prices are used to estimate reserves under the JORC Code. Lower price assumptions generally result in lower estimates of reserves.

Reserve reporting requirements for SEC (United States of America) filings are specified in Industry Guide 7, which requires economic assumptions to be based on current economic conditions (which may differ from assumptions based on reasonable investment assumptions). Accordingly, for SEC filings, we test our reserve estimates derived under JORC against assumed ‘current economic conditions’. ‘Current economic conditions’ are based on the three-year historical average contract prices for commodities, such as iron ore and coal, and the three-year historical average for commodities that are traded on the London Metal Exchange, such as copper and nickel. However, we only report a different reserve in the US if, based on the US SEC pricing assumptions test, the reserve will be lower than that reported under JORC in Australia and the UK.

Oil and gas reserves reported in Australia and the UK, and the US for SEC filing purposes, are based on prices prevailing at the time of the estimates as required under Statement of Financial Accounting Standards No. 69 ‘Disclosures about Oil and Gas Producing Activities’, issued by the US Financial Accounting Standards Board.

Because the economic assumptions used to estimate reserves change from period to period, and because additional geological data is generated during the course of operations, estimates of reserves may change from period to period. Changes in reported reserves may affect the Group’s financial results and financial position in a number of ways, including the following:

Asset carrying values may be affected due to changes in estimated future cash flows
Depreciation, depletion and amortisation charged in the income statement may change where such charges are determined by the units of production basis, or where the useful economic lives of assets change
Overburden removal costs recorded on the balance sheet or charged to the income statement may change due to changes in stripping ratios or the units of production basis of depreciation
Decommissioning, site restoration and environmental provisions may change where changes in estimated reserves affect expectations about the timing or cost of these activities
The carrying value of deferred tax assets may change due to changes in estimates of the likely recovery of the tax benefits

Exploration and evaluation expenditure

The Group’s accounting policy for exploration and evaluation expenditure results in certain items of expenditure being capitalised for an area of interest where it is considered likely to be recoverable by future exploitation or sale or where the activities have not reached a stage which permits a reasonable assessment of the existence of reserves. This policy requires management to make certain estimates and assumptions as to future events and circumstances, in particular whether an economically viable extraction operation can be established. Any such estimates and assumptions may change as new information becomes available. If, after having capitalised the expenditure under the policy, a judgement is made that recovery of the expenditure is unlikely, the relevant capitalised amount will be written off to the income statement.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-23

Notes to the Financial Statements—(continued)

Development expenditure

Development activities commence after project sanctioning by the appropriate level of management. Judgement is applied by management in determining when a project is economically viable. In exercising this judgement, management is required to make certain estimates and assumptions similar to those described above for capitalised exploration and evaluation expenditure. Any such estimates and assumptions may change as new information becomes available. If, after having commenced the development activity, a judgement is made that a development asset is impaired, the appropriate amount will be written off to the income statement.

Property, plant and equipment—recoverable amount

In accordance with the Group’s accounting policy, each asset or cash generating unit is evaluated every reporting period to determine whether there are any indications of impairment. If any such indication exists, a formal estimate of recoverable amount is performed and an impairment loss recognised to the extent that carrying amount exceeds recoverable amount. The recoverable amount of an asset or cash generating group of assets is measured at the higher of fair value less costs to sell and value in use.

The determination of fair value and value in use requires management to make estimates and assumptions about expected production and sales volumes, commodity prices (considering current and historical prices, price trends and related factors), reserves (see ‘Reserve estimates’ above), operating costs, closure and rehabilitation costs and future capital expenditure. These estimates and assumptions are subject to risk and uncertainty; hence there is a possibility that changes in circumstances will alter these projections, which may impact the recoverable amount of the assets. In such circumstances, some or all of the carrying value of the assets may be further impaired or the impairment charge reduced with the impact recorded in the income statement.

Defined benefit pension schemes

The accounting policy for defined benefit pension schemes requires management to make judgements as to the nature of benefits provided by each scheme and thereby determine the classification of each scheme. For defined benefit schemes, management is required to make annual estimates and assumptions about future returns on classes of scheme assets, future remuneration changes, employee attrition rates, administration costs, changes in benefits, inflation rates, exchange rates, life expectancy and expected remaining periods of service of employees. In making these estimates and assumptions, management considers advice provided by external advisers, such as actuaries. Where actual experience differs to these estimates, actuarial gains and losses are recognised directly in equity. Refer to note 31 for details of the key assumptions.

Provision for closure and rehabilitation

The Group’s accounting policy for the recognition of closure and rehabilitation provisions requires significant estimates and assumptions such as: requirements of the relevant legal and regulatory framework; the magnitude of possible contamination and the timing, extent and costs of required closure and rehabilitation activity. These uncertainties may result in future actual expenditure differing from the amounts currently provided.

The provision recognised for each site is periodically reviewed and updated based on the facts and circumstances available at the time. Changes to the estimated future costs for operating sites are recognised in the balance sheet by adjusting both the closure and rehabilitation asset and provision. For closed sites, changes to estimated costs are recognised immediately in the income statement.

In addition to the uncertainties noted above, certain closure and rehabilitation activities are subject to legal disputes and depending on the ultimate resolution of these issues the final liability for these matters could vary.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-24

Notes to the Financial Statements—(continued)

Taxation

The Group’s accounting policy for taxation requires management’s judgement as to the types of arrangements considered to be a tax on income in contrast to an operating cost. Judgement is also required in assessing whether deferred tax assets and certain deferred tax liabilities are recognised on the balance sheet. Deferred tax assets, including those arising from unrecouped tax losses, capital losses and temporary differences, are recognised only where it is considered more likely than not that they will be recovered, which is dependent on the generation of sufficient future taxable profits. Deferred tax liabilities arising from temporary differences in investments, caused principally by retained earnings held in foreign tax jurisdictions, are recognised unless repatriation of retained earnings can be controlled and are not expected to occur in the foreseeable future.

Assumptions about the generation of future taxable profits and repatriation of retained earnings depend on management’s estimates of future cash flows. These depend on estimates of future production and sales volumes, commodity prices, reserves, operating costs, closure and rehabilitation costs, capital expenditure, dividends and other capital management transactions. Judgements are also required about the application of income tax legislation. These judgements and assumptions are subject to risk and uncertainty, hence there is a possibility that changes in circumstances will alter expectations, which may impact the amount of deferred tax assets and deferred tax liabilities recognised on the balance sheet and the amount of other tax losses and temporary differences not yet recognised. In such circumstances, some or all of the carrying amount of recognised deferred tax assets and liabilities may require adjustment, resulting in a corresponding credit or charge to the income statement.

Rounding of amounts

Amounts in these financial statements have, unless otherwise indicated, been rounded to the nearest million dollars.

Comparatives

Where applicable, comparatives have been adjusted to present them on the same basis as current period figures.

Exchange rates

The following exchange rates relative to the US dollar have been applied in the financial statements:

Australian dollar (a) . . . . . . . . . . Brazilian real . . . . . . . . . . . . . . . Canadian dollar . . . . . . . . . . . . . Chilean peso . . . . . . . . . . . . . . . Colombian peso . . . . . . . . . . . . South African rand . . . . . . . . . . Euro . . . . . . . . . . . . . . . . . . . . . UK pound sterling . . . . . . . . . .	Average year ended 30 June 2009 0.75 2.08 1.16 582 2,205 9.01 0.73 0.63	Average year ended 30 June 2008 0.90 1.78 1.01 489 1,935 7.29 0.68 0.50	Average year ended 30 June 2007 0.79 2.10 1.13 534 2,247 7.20 0.77 0.52	As at 30 June 2009 0.81 1.95 1.16 530 2,159 7.82 0.71 0.60	As at 30 June 2008 0.96 1.60 1.01 522 1,899 7.91 0.63 0.50	As at 30 June 2007
						0.85 1.93 1.06 528 1,960 7.08 0.74 0.50

(a) Displayed as US$ to A$1 based on common convention.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-25

Notes to the Financial Statements—(continued)

2 Business and geographical segments

Business segments

The Group operates nine Customer Sector Groups aligned with the commodities which we extract and market:

Principal activities

Group and unallocated items represent Group centre functions and certain comparative data for divested assets and investments. Exploration and technology activities are recognised within relevant segments.

It is the Group’s policy that inter-segment sales are made on a commercial basis.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-26

Notes to the Financial Statements—(continued)

Petroleum	Aluminium	Base Metals	Diamonds and Specialty Products	Stainless Steel Materials	Iron Ore	Manganese	Metallurgical Coal	Energy Coal	Group and unallocated items/ eliminations
US$M 6,924 192 6 89 7,211 4,085 5,428 28 5,456 (1,288) (83) 4,085 4,081 4 1,905 12,444 3,388	US$M 3,219 932 — — 4,151 (121) 311 123 434 (298) (257) (121) (111) (10) 863 7,575 1,242	US$M 6,616 488 — 1 7,105 997 1,915 (64) 1,851 (663) (191) 997 1,031 (34) 1,018 14,812 2,995	US$M 896 — — — 896 75 372 (2) 370 (222) (73) 75 75 — 112 2,073 292	US$M 2,202 112 — 41 2,355 (5,186) (456) (317) (773) (439) (3,974) (5,186) (5,237) 51 685 4,767 1,482	US$M 9,815 132 61 40	US$M 2,473 63 — — 2,536 1,349 1,399 (2) 1,397 (48) — 1,349 1,358 (9) 279 1,454 571	US$M 7,988 18 81 — 8,087 4,625 4,961 (28) 4,933 (277) (31) 4,625 4,618 7 1,562 4,929 1,249	US$M 3,830 2,694 — — 6,524 1,460 1,722 (46) 1,676 (210) (6) 1,460 1,174 286 876 4,555 2,004	US$M — 1,467 2 (171) 1,298 (1,353) (396) (908) (1,304) (42) (7) (1,353) (1,354) 1 114 17,426 23,335
					10,048
					6,229
					6,520 111

BHP BILLITON 2009 FINANCIAL STATEMENTS

Notes to the Financial Statements—(continued)

Year ended 30 June 2008 Revenue Group production . . . Third party products . . . . . . . . . Rendering of services . . . . . . . . . Inter-segment revenue . . . Segment revenue (a) . . . . . . Segment result . . . . . . . . . . Net finance costs . . . . . . . . Income tax expense . . . . . . Royalty related taxation . . Profit after taxation . . . . . . Adjusted EBITDA . . . . . . Other significant non-cash items . . . . . . . . . . . . . . . EBITDA (b) . . . . . . . . . . . . Depreciation and amortisation . . . . . . . . . . Impairment (losses)/ reversals recognised . . . Profit from operations . . . . Profit from group production . . . . . . . . . . . Profit from third party products . . . . . . . . . . . . . Capital expenditure . . . . . . Segment assets . . . . . . . . . Segment liabilities . . . . . . . F-28	Petroleum US$M 7,997 254 10 121 8,382 5,485 6,651 2 6,653 (1,113) (55) 5,485 5,483 2 2,116 11,874 2,980	Aluminium US$M 4,675 1,071 — — 5,746 1,465 1,774 1 1,775 (309) (1) 1,465 1,445 20 556 7,672 1,308	Base Metals US$M 13,231 1,543 — — 14,774 7,890 8,557 100 8,657 (658) (109) 7,890 8,091 (201) 989 15,356 4,197	Diamonds and Specialty Products US$M 969 — — — 969 189 367 (3) 364 (142) (33) 189 189 — 123 1,964 270	Stainless Steel Materials US$M 5,040 48 — — 5,088 1,237 1,743 (4) 1,739 (450) (52) 1,237 1,237 — 1,191 8,477 1,202	Iron Ore US$M 9,246 108 63 38 9,455 4,631 5,086 (124) 4,962 (331) — 4,631 4,748 (117) 1,832 8,656 1,862	Manganese US$M 2,844 68 — — 2,912 1,644 1,694 (2) 1,692 (48) — 1,644 1,644 — 155 1,688 534	Metallurgical Coal US$M 3,818 61 62 — 3,941 937 1,236 (27) 1,209 (272) — 937 941 (4) 500 3,916 1,269	Energy Coal US$M 3,921 2,639 — — 6,560 1,057 1,306 20 1,326 (241) (28) 1,057 1,146 (89) 438 5,173 3,174	Group and unallocated items/ eliminations US$M — 1,763 42 (159) 1,646 (390) (214) (132) (346) (48) 4 (390) (395) 5 29 11,232 20,169	BHP Billiton Group US$M 51,741 7,555 177 — 59,473 24,145 (662) (6,798) (723) 15,962 28,200 (169) 28,031 (3,612) (274) 24,145 24,529 (384) 7,929 76,008 36,965

BHP BILLITON 2009 FINANCIAL STATEMENTS

Notes to the Financial Statements—(continued)

Year ended 30 June 2007 Revenue Group production . . . . . . . . . . Third party products . . . . . . . . Rendering of services . . . . . . . Inter-segment revenue . . . . . . . . . . . Segment revenue (a) . . . . . . . . . . . . . Segment result . . . . . . . . . . . . . . . . . Net finance costs . . . . . . . . . . . . . . . Income tax expense . . . . . . . . . . . . . Royalty related taxation . . . . . . . . . Profit after taxation . . . . . . . . . . . . . Adjusted EBITDA . . . . . . . . . . . . . . Other significant non-cash items . . . EBITDA (b) . . . . . . . . . . . . . . . . . . . Depreciation and amortisation . . . . Impairment (losses)/reversals recognised . . . . . . . . . . . . . . . . . . Profit from operations . . . . . . . . . . . Profit from group production . . . . . Profit from third party products . . . Capital expenditure . . . . . . . . . . . . . Segment assets . . . . . . . . . . . . . . . . Segment liabilities . . . . . . . . . . . . . . F-29	Petroleum	Petroleum	Aluminium	Aluminium	Base Metals	Base Metals	Diamonds and Specialty Products	Diamonds and Specialty Products	Stainless Steel Materials	Stainless Steel Materials	Iron Ore	Iron Ore	Manganese	Manganese	Metallurgical Coal	Metallurgical Coal	Energy Coal	Energy Coal	Group and unallocated items/ eliminations	Group and unallocated items/ eliminations	BHP Billiton Group
		US$M 4,846 177 7 111 5,141 3,010 3,789 (3) 3,786 (694) (82) 3,010 3,010 — 1,703 9,554 2,504		US$M 4,564 1,315 — — 5,879 1,856 2,111 28 2,139 (268) (15) 1,856 1,830 26 369 7,184 1,006		US$M 10,756 1,879 — — 12,635 6,875 7,309 139 7,448 (565) (8) 6,875 6,963 (88) 868 14,459 3,505		US$M 893 — — — 893 197 317 (2) 315 (118) — 197 197 — 164 1,979 220		US$M 6,800 101 — — 6,901 3,675 3,946 4 3,950 (275) — 3,675 3,675 — 1,509 7,745 1,150		US$M 5,421 29 55 19 5,524 2,728 2,972 (24) 2,948 (220) — 2,728 2,729 (1) 1,517 5,467 1,211		US$M 1,149 95 — — 1,244 253 294 (1) 293 (40) — 253 251 2 72 971 381		US$M 3,712 10 41 6 3,769 1,247 1,510 (3) 1,507 (238) (22) 1,247 1,246 1 557 3,083 910		US$M 2,980 1,595 1 — 4,576 305 761 10 771 (290) (176) 305 175 130 316 4,122 2,276		US$M 14 1,001 32 (136) 911 (422) (313) (61) (374) (46) (2) (422) (426) 4 41 6,840 18,323	US$M 41,135 6,202 136 — 47,473 19,724 (512) (5,305) (411) 13,496 22,696 87 22,783 (2,754) (305) 19,724 19,650 74 7,116 61,404 31,486

(a) Revenue that is not reported in business segments principally includes sales of freight and fuel to third parties. Sales of fuel were previously reported as part of Petroleum. This change better reflects management responsibilities for these activities. Comparatives have been restated for all periods presented. The change in presentation results in revenues of US$994 million for the year ended 30 June 2009 (2008: US$1,165 million; 2007: US$744 million), being reported in Group and unallocated rather than Petroleum. The impact on profit from operations for Petroleum was immaterial.

(b) EBITDA is profit from operations, before depreciation, amortisation and impairments.

BHP BILLITON 2009 FINANCIAL STATEMENTS

Notes to the Financial Statements—(continued)

Geographical segments

Geographical segments
Australia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . North America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Asia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . South America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Southern Africa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Rest of World . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BHP Billiton Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Australia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . North America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . South America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Southern Africa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Rest of World . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unallocated assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BHP Billiton Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Australia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . North America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . South America . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Southern Africa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Rest of World . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BHP Billiton Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Segment revenue by of customer		location
	2009 2008 2007 US$M US$M US$M 4,621 5,841 4,334 9,873 11,670 9,292 10,806 14,349 12,485 7,138 6,885 5,337 4,020 4,771 3,205 9,280 10,111 8,045 1,652 2,640 1,966 1,374 2,003 1,748 1,447 1,203 1,061 50,211 59,473 47,473 Segment assets by location of assets		2007
			US$M 4,334 9,292 12,485 5,337 3,205 8,045 1,966 1,748 1,061
			47,473
	2009 2008 2007 US$M US$M US$M 31,902 31,618 26,883 3,241 7,908 3,959 8,507 8,388 7,005 11,977 12,181 10,944 5,430 5,079 5,268 1,323 1,489 1,255 16,390 9,345 6,090 78,770 76,008 61,404 Segment capital expenditure		2007
			US$M 26,883 3,959 7,005 10,944 5,268 1,255 6,090
			61,404
	2009 US$M 6,215 903 1,210 738 270 9,336	2008 US$M 4,961 1,144 1,374 323 127 7,929	2007
			US$M 4,319 1,168 1,282 224 123
			7,116

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-30

Notes to the Financial Statements—(continued)

3 Exceptional items

Exceptional items are those items where their nature and amount is considered material to the financial statements. Such items included within the Group profit for the year are detailed below.

Year ended 30 June 2009 Exceptional items by category Suspension of Ravensthorpe nickel operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Announced sale of Yabulu refinery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Withdrawal or sale of other operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferral of projects and restructuring of operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Newcastle steelworks rehabilitation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Lapsed offers for Rio Tinto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exceptional items by Customer Sector Group Aluminium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Base Metals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diamonds and Specialty Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stainless Steel Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Metallurgical Coal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Group and unallocated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Gross US$M (3,615) (510) (665) (306) (508) (450) (6,054) (313) (295) (70) (4,332) (86) (958) (6,054)	Tax US$M 1,076 (175) (23) 86 152 93 1,209 14 (14) — 964 — 245 1,209	Net US$M (2,539) (685) (688) (220) (356) (357) (4,845) (299) (309) (70) (3,368) (86) (713) (4,845)

Suspension of Ravensthorpe nickel operations:

On 21 January 2009, the Group announced the suspension of operations at Ravensthorpe nickel operations (Australia) and as a consequence stopped the processing of the mixed nickel cobalt hydroxide product at Yabulu (Australia). As a result, an impairment charge and increased provisions for contract cancellation, redundancy and other closure costs of US$3,615 million (US$1,076 million tax benefit) were recognised. This exceptional item does not include the loss from operations of Ravensthorpe nickel operations of US$173 million.

Announced sale of Yabulu refinery:

On 3 July 2009, the Group announced the sale of the Yabulu operations. As a result, impairment charges of US$510 million (US$ nil tax benefit) were recognised in addition to those recognised on suspension of the Ravensthorpe nickel operations. As a result of the sale, deferred tax assets of US$175 million are no longer expected to be realised by the Group and were recognised as a charge to income tax expense. The remaining assets and liabilities of the Yabulu operations have been classified as held for sale as at 30 June 2009.

Withdrawal or sale of other operations:

As part of the Group’s regular review of the long-term viability of operations, a total charge of US$665 million (US$23 million tax expense) was recognised primarily in relation to the decisions to cease development of the Maruwai Haju trial mine (Indonesia), sell the Suriname operations, suspend copper sulphide mining operations at Pinto Valley (US) and cease the pre-feasibility study at Corridor Sands (Mozambique). The remaining assets and liabilities of the Suriname operations have been classified as held for sale as at 30 June 2009.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-31

Notes to the Financial Statements—(continued)

Deferral of projects and restructuring of operations:

As part of the Group’s regular review of the long-term viability of continuing operations, a total charge of US$306 million (US$86 million tax benefit) was recognised primarily in relation to the deferral of expansions at the Nickel West operations (Australia), deferral of the Guinea Alumina project (Guinea) and the restructuring of the Bayside Aluminium Casthouse operations (South Africa).

Newcastle steelworks rehabilitation:

The Group recognised a charge of US$508 million (US$152 million tax benefit) for additional rehabilitation obligations in respect of former operations at the Newcastle steelworks (Australia). The increase in obligations relate to changes in the estimated volume of sediment in the Hunter River requiring remediation and treatment, and increases in estimated treatment costs.

Lapsed offers for Rio Tinto:

The Group’s offers for Rio Tinto lapsed on 27 November 2008 following the Board’s decision that it no longer believed that completion of the offers was in the best interests of BHP Billiton shareholders. The Group incurred fees associated with the US$55 billion debt facility (US$156 million cost, US$31 million tax benefit), investment bankers’, lawyers’ and accountants’ fees, printing expenses and other charges (US$294 million cost, US$62 million tax benefit) in progressing this matter over the 18 months up to the lapsing of the offers, which have been expensed in year ended 30 June 2009.

Exceptional items are classified by nature of expense as follows:

Year ended 30 June 2009 Suspension of Ravensthorpe nickel operations . . . . . . . . . . . . . . . . . . . . . Announced sale of Yabulu refinery . . . Withdrawal or sale of other operations . . . . . . . . . . . . . . . . . . . . . Deferral of projects and restructuring of operations . . . . . . . . . . . . . . . . . . . . . Newcastle steelworks rehabilitation . . . Lapsed offers for Rio Tinto . . . . . . . . . .	Impairments of property, plant and equipment (a) US$M (3,260) (510) (463) (217) — — (4,450)	Closure and rehabilitation provisions US$M — — (34) — (508) — (542)	Contract cancellation, redundancy and other closure costs US$M (228) — (137) (80) — — (445)	Inventory impairments US$M (127) — (31) (9) — — (167)	Rio Tinto offer costs US$M — — — — — (450) (450)	Gross US$M (3,615) (510) (665) (306) (508) (450) (6,054)

(a) Impairments recorded in respect of Ravensthorpe nickel operations have been calculated by reference to fair value less costs to sell, based on an internal valuation. Impairments recorded in respect of Yabulu refinery have been calculated with respect to the sale proceeds expected to be received.

Assets held for sale:

The remaining assets and liabilities of Yabulu and Suriname are classified as current assets held for sale of US$213 million (comprising inventory of US$131 million, property, plant and equipment of US$55 million and

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-32

Notes to the Financial Statements—(continued)

other working capital assets of US$27 million), and as current liabilities held for sale of US$363 million (comprising closure and rehabilitation provisions of US$260 million and working capital liabilities US$103 million) and have been classified as held for sale at 30 June 2009.

Year ended 30 June 2008 Exceptional items by category Recognition of benefit of tax losses in respect of the acquisition of WMC and consequent reduction in goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exceptional items by Customer Sector Group Base Metals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stainless Steel Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Group and unallocated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Gross US$M (137) (137) (99) (38) — (137)	Tax US$M 159 159 (34) (4) 197 159	Net
			US$M 22 22 (133) (42) 197 22

Recognition of benefit of tax losses in respect of the acquisition of WMC and consequent reduction in goodwill:

Tax losses incurred by WMC Resources Ltd (WMC) were not recognised as a deferred tax asset at acquisition pending a ruling application to the Australian Taxation Office. The ruling has now been issued confirming the availability of those losses. This has resulted in the recognition of a deferred tax asset (US$197 million) and consequential adjustment to deferred tax liabilities (US$38 million) through income tax expense at current exchange rates. As a further consequence, the Group has recognised an expense for a corresponding reduction in goodwill measured at the exchange rate at the date of acquisition.

Year ended 30 June 2007 Exceptional items by category Impairment of South African coal operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Newcastle steelworks rehabilitation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exceptional items by Customer Sector Group Energy Coal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Group and unallocated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Gross US$M (176) (167) (343) (176) (167) (343)	Tax US$M 34 50 84 34 50 84	Net
			US$M (142) (117) (259) (142) (117) (259)

Impairment of South African coal operations:

As part of the Group’s regular review of assets whose value may be impaired, a charge of US$176 million (US$34 million tax benefit) was recorded in 2007 in relation to coal operations in South Africa.

Newcastle steelworks rehabilitation:

The Group recognised a charge against profits of US$167 million (US$50 million tax benefit) for additional rehabilitation obligations in respect of former operations at the Newcastle steelworks (Australia). The increase in obligations relate to changes in the estimated volume of sediment in the Hunter River requiring remediation and treatment and increases in estimated treatment costs.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-33

Notes to the Financial Statements—(continued)

4 Other income

Dividend income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Royalties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gains/(losses) on sale of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . Gains/(losses) on sale of investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Losses)/gains on sale of operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commission income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Insurance recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total other income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 US$M 33 11 48 8 (18) 106 88 313 589	2008 US$M 53 18 64 (1) 66 100 38 310 648	2007
			US$M 43 6 (21) 60 62 67 94 310 621

5 Expenses

5 Expenses
Changes in inventories of finished goods and work in progress . . . . . . . . . . . . . . . Raw materials and consumables used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Employee benefits expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . External services (including transportation) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Third party commodity purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net foreign exchange (gains)/losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Research and development costs before crediting related grants . . . . . . . . . . . . . . . Fair value change on derivatives (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment of available for sale financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . Government royalties paid and payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation and amortisation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exploration and evaluation expenditure incurred and expensed in the current period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exploration and evaluation expenditure previously capitalised, written off as unsuccessful or abandoned (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment of property, plant and equipment (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment of goodwill and other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . Reversal of previously impaired other intangible assets . . . . . . . . . . . . . . . . . . . . . Reduction of previously recognised goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating lease rentals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . All other operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 US$M (11) 6,227 4,147 9,725 5,785 (324) 156 (560) 71 1,905 3,871 1,009 96 4,439 34 — — 409 1,661 38,640	2008 US$M (750) 7,529 4,271 8,947 7,820 243 244 433 — 1,369 3,612 859 47 90 — — 137 451 674 35,976	2007
			US$M (489) 6,857 3,451 6,222 6,169 233 169 33 — 1,030 2,754 539 82 183 45 (5) — 501 596 28,370

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-34

Notes to the Financial Statements—(continued)

Aggregate employee benefits expense Wages, salaries and redundancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Employee share awards (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Social security costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pensions and post-retirement medical benefit costs—refer to note 31 . . . . . . . . . . . Less payroll expenses classified as exploration and evaluation expenditure above . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Employee benefits expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		2009 US$M 3,877 164 15 289 4,345 198 4,147		2008 US$M 3,949 138 14 259 4,360 89 4,271		2007
						US$M 3,177 89 13 236 3,515 64 3,451

(a) Fair value change on derivatives includes realised losses of US$219 million (2008: US$207 million realised gains; 2007: US$136 million realised gains) and unrealised gains of US$779 million (2008: US$640 million unrealised losses; 2007: US$169 million unrealised losses).

(b) Includes exceptional items of US$4,450 million. Refer to note 3.

6 Net finance costs

6 Net finance costs
Financial expenses Interest on bank loans and overdrafts (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest on all other borrowings (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Finance lease and hire purchase interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends on redeemable preference shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Discounting on provisions and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Discounting on pension and medical benefit entitlements . . . . . . . . . . . . . . . . . . . . . . . . . . Interest capitalised (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fair value change on hedged loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fair value change on hedging derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exchange variations on net debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial income Interest income (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected return on pension scheme assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 US$M 47 527 15 1 315 132 (149) 390 (377) (49) 852 (198) (111) (309) 543	2008 US$M 52 670 14 1 310 138 (204) 259 (257) (28) 955 (168) (125) (293) 662	2007
			US$M 62 613 5 1 255 127 (353) (24) 51 39 776 (155) (109) (264) 512

(a) Includes interest expense on financial liabilities carried at amortised cost of US$239 million (2008: US$124 million; 2007: US$126 million).

(b) Interest has been capitalised at the rate of interest applicable to the specific borrowings financing the assets under construction or, where financed through general borrowings, at a capitalisation rate representing the

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-35

Notes to the Financial Statements—(continued)

average interest rate on such borrowings. For the year ended 30 June 2009, the general capitalisation rate was 4.25 per cent (2008: 5.0 per cent; 2007: 5.7 per cent).

(c) Includes interest income on financial assets carried at amortised cost of US$198 million (2008: US$168 million; 2007: US$155 million).

7 Income tax and deferred tax

Total taxation expense comprises: Current tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total taxation expense attributed to geographical jurisdiction: UK taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Australian taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Overseas taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 US$M 6,078 (799) 5,279 319 3,158 1,802 5,279	2008 US$M 7,103 418 7,521 217 3,397 3,907 7,521	2007 US$M 6,435 (719) 5,716 85 2,768 2,863 5,716

Factors affecting income tax expense for the period Income tax expense differs to the standard rate of corporation tax as follows: Profit before taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax on profit at standard rate of 30 per cent . . . . . . . . . . . . . . . . . Investment and development allowance . . . . . . . . . . . . . . . . . . . . Amounts under/(over) provided in prior years . . . . . . . . . . . . . . . Derecognition/(initial recognition) of tax assets . . . . . . . . . . . . . . Non-deductible depreciation, amortisation and exploration expenditure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax rate differential on foreign income . . . . . . . . . . . . . . . . . . . . Tax on remitted and unremitted foreign earnings . . . . . . . . . . . . . Non tax-effected operating losses and capital gains . . . . . . . . . . . Exchange variations and other translation adjustments . . . . . . . . Tax rate changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Royalty related taxation (net of income tax benefits) . . . . . . . . . . Total taxation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 % US$M 11,617 30.0 3,485 (1.2) (142) 0.1 16 2.5 290 0.7 91 (0.2) (26) 1.7 196 2.9 338 3.8 444 — — 0.8 92 41.1 4,784 4.3 495 45.4 5,279	2008 % US$M 23,483 30.0 7,045 (1.6) (386) (0.3) (61) (0.8) (183) 0.6 147 0.7 166 0.7 158 0.2 54 (1.0) (229) — (9) 0.4 96 28.9 6,798 3.1 723 32.0 7,521	2007 % US$M 19,212 30.0 5,764 (1.7) (321) 0.2 28 (1.5) (290) 0.3 58 0.7 142 0.6 121 0.4 71 (2.1) (395) 0.3 47 0.5 80 27.7 5,305 2.1 411 29.8 5,716
	% 30.0 (1.2) 0.1 2.5 0.7 (0.2) 1.7 2.9 3.8 — 0.8 41.1 4.3 45.4	% 30.0 (1.6) (0.3) (0.8) 0.6 0.7 0.7 0.2 (1.0) — 0.4 28.9 3.1 32.0	% 30.0 (1.7) 0.2 (1.5) 0.3 0.7 0.6 0.4 (2.1) 0.3 0.5 27.7 2.1 29.8

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-36

Notes to the Financial Statements—(continued)

The movement for the year in the Group’s net deferred tax position was as follows:

Net deferred tax asset/(liability) At the beginning of the financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax credit/(charge) recorded in the income statement . . . . . . . . . . . . . . . . . . . . . . . Effect of change in tax rates recorded in the income statement . . . . . . . . . . . . . . . . . . . . . . Income tax (charge)/credit recorded directly in equity (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisitions and disposals of subsidiaries and operations . . . . . . . . . . . . . . . . . . . . . . . . . . Transfers from assets and liabilities held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exchange variations and other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . At the end of the financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Net deferred tax asset/(liability) At the beginning of the financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax credit/(charge) recorded in the income statement . . . . . . . . . . . . . . . . . . . . . . . Effect of change in tax rates recorded in the income statement . . . . . . . . . . . . . . . . . . . . . . Income tax (charge)/credit recorded directly in equity (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisitions and disposals of subsidiaries and operations . . . . . . . . . . . . . . . . . . . . . . . . . . Transfers from assets and liabilities held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exchange variations and other movements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . At the end of the financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 US$M 370 799 — (297) 6 — (6) 872	2008 US$M 572 (427) 9 234 — — (18) 370	2007
				US$M (147) 764 (45) 55 29 (93) 9 572

(a) The amounts charged directly to the SORIE include deferred tax relating to actuarial gains/losses on pension and medical plans, fair value gains/losses on effective cash flow hedges and available for sale investments, and charges arising from employee share awards.

The composition of the Group’s net deferred tax asset and liability recognised in the balance sheet and the deferred tax expense charged/(credited) to the income statement is as follows:

Type of temporary difference Depreciation . . . . . . . . . . . . . . . . . . . Exploration expenditure . . . . . . . . . . Employee benefits . . . . . . . . . . . . . . Closure and rehabilitation . . . . . . . . Resource rent tax . . . . . . . . . . . . . . . Other provisions . . . . . . . . . . . . . . . . Deferred income . . . . . . . . . . . . . . . . Deferred charges . . . . . . . . . . . . . . . . Investments, including foreign tax credits . . . . . . . . . . . . . . . . . . . . . . Foreign exchange gains and losses . . . . . . . . . . . . . . . . . . . . . . Non tax-depreciable fair value adjustments, revaluations and mineral rights . . . . . . . . . . . . . . . . Tax-effected losses . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . .	Deferred tax assets 2009 2008 US$M US$M (156) (617) 446 360 210 179 448 540 21 19 108 80 (2) 3 (53) (85) 1,425 1,465 (124) (55) (24) (57) 1,510 1,082 101 572 3,910 3,486	Deferred tax assets 2009 2008 US$M US$M (156) (617) 446 360 210 179 448 540 21 19 108 80 (2) 3 (53) (85) 1,425 1,465 (124) (55) (24) (57) 1,510 1,082 101 572 3,910 3,486	Deferred tax assets 2009 2008 US$M US$M (156) (617) 446 360 210 179 448 540 21 19 108 80 (2) 3 (53) (85) 1,425 1,465 (124) (55) (24) (57) 1,510 1,082 101 572 3,910 3,486	Deferred tax	Deferred tax	Deferred tax	liabilities 2008 US$M 1,326 (4) (319) (762) 548 (73) 227 403 865 904 208 (197) (10) 3,116	Charged/(credited) to the income statement	Charged/(credited) to the income statement	Charged/(credited) to the income statement
		2009 US$M (156) 446 210 448 21 108 (2) (53) 1,425 (124) (24) 1,510 101 3,910			2009 US$M 2,451 (12) (284) (964) 281 (83) (62) 415 527 518 345 (5) (89) 3,038			2009 US$M 692 (95) 39 (128) (256) (28) (293) 47 (179) (316) 119 (378) (23) (799)	2008 US$M 98 (26) (66) (113) 291 (115) 298 209 (75) 332 (54) (21) (340) 418	2007
										US$M (50) (105) 11 (409) 12 (15) 138 (88) (8) 401 (360) (159) (87) (719)

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-37

Notes to the Financial Statements—(continued)

Unrecognised deferred tax assets: Tax losses and tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investments in subsidiaries and jointly controlled entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other deductible temporary differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total unrecognised deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unrecognised deferred tax liabilities: Investments in subsidiaries and jointly controlled entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total unrecognised deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 US$M 784 379 2,143 3,306 1,421 1,421	2008
		US$M 493 379 2,021
		2,893
		1,873
		1,873

Tax losses

At 30 June 2009, the Group had income and capital tax losses with a tax benefit of US$552 million (2008: US$407 million) which are not recognised as deferred tax assets. The Group recognises the benefit of tax losses only to the extent of anticipated future taxable income or gains in relevant jurisdictions. The gross amount of tax losses carried forward that have not been tax effected expire as follows:

Year of expiry Income tax losses Not later than one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Later than one year and not later than two years . . . . . . . . . . . . . . . . . . . . . . . . Later than two years and not later than five years . . . . . . . . . . . . . . . . . . . . . . . Later than five years and not later than ten years . . . . . . . . . . . . . . . . . . . . . . . Later than ten years and not later than twenty years . . . . . . . . . . . . . . . . . . . . . Unlimited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capital tax losses Unlimited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross amount of tax losses not recognised. . . . . . . . . . . . . . . . . . . . . . . . . . . Tax effect of total losses not recognised . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Australia US$M — — — — — — — 941 941 282	UK US$M — — — — — 278 278 2 280 78	Foreign US$M 74 17 22 145 266 78 602 3 605 192	Total losses
				US$M 74 17 22 145 266 356
				880
				946
				1,826
				552

Tax credits

At 30 June 2009, the Group had US$232 million of tax credits that have not been recognised (2008: US$86 million).

Deductible temporary differences

At 30 June 2009, the Group had deductible temporary differences for which deferred tax assets of US$2,522 million (2008: US$2,400 million) have not been recognised because it is not probable that future taxable profits will be available against which the Group can utilise the benefits. The deductible temporary differences do not expire under current tax legislation.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-38

Notes to the Financial Statements—(continued)

Temporary differences associated with investments in subsidiaries and jointly controlled entities

At 30 June 2009, deferred tax liabilities of US$1,421 million (2008: US$1,873 million) associated with undistributed earnings of subsidiaries and jointly controlled entities have not been recognised because while the Group is able to control the timing of the reversal of the temporary differences, it is not probable that such differences will reverse in the foreseeable future.

Other factors affecting taxation

The Australian Taxation Office (ATO) issued amended assessments during the period from 2005 to 2008 denying bad debt deductions arising from the investments in Hartley, Beenup and Boodarie Iron and the denial of capital allowance claims made on the Boodarie Iron project. The Company lodged objections against all the amended assessments, which related to the financial years 1999 to 2006.

The amount in dispute at 30 June 2009 for the bad debts disallowance is approximately US$1,167 million (net of tax), being primary tax of US$560 million and US$607 million of interest and penalties (after tax). The amount in dispute at 30 June 2009 for the denial of capital allowance deductions is approximately US$641 million, being primary tax of US$314 million and US$327 million of interest and penalties (after tax). An amount of US$679 million in respect of both disputed amounts has been paid pursuant to ATO disputed assessments guidelines, which require that taxpayers generally must pay half of the tax in dispute to defer recovery proceedings. The amounts paid have been recognised as a reduction of the Group’s net deferred tax liabilities. In the event that BHP Billiton is ultimately successful in challenging the assessments, any sums paid will be refundable with interest.

8 Earnings per share

8 Earnings per share
Basic earnings per ordinary share (US cents) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted earnings per ordinary share (US cents) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Basic earnings per American Depositary Share (ADS) (US cents) (a) . . . . . . . . . . . . . . Diluted earnings per American Depositary Share (ADS) (US cents) (a) . . . . . . . . . . . . . Basic earnings (US$M) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted earnings (US$M) (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 105.6 105.4 211.2 210.8 5,877 5,899	2008 275.3 274.8 550.6 549.6 15,390 15,402	2007
			229.5 228.9 459.0 457.8 13,416 13,430

The weighted average number of shares used for the purposes of calculating diluted earnings per share reconciles to the number used to calculate basic earnings per share as follows:

Weighted average number of shares Basic earnings per ordinary share denominator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Shares and options contingently issuable under employee share ownership plans (c) . . . Diluted earnings per ordinary share denominator (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 Million 5,565 33 5,598	2008 Million 5,590 15 5,605	2007
			Million 5,846 20 5,866

(a) Each American Depository Share (ADS) represents two ordinary shares.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-39

Notes to the Financial Statements—(continued)

(b) Diluted earnings are calculated after adding back dividend equivalent payments of US$22 million (2008: US$12 million; 2007: US$14 million) that would not be made if potential ordinary shares were converted to fully paid.
(c) The calculation of the number of ordinary shares used in the computation of basic earnings per share is the aggregate of the weighted average number of ordinary shares of BHP Billiton Limited and BHP Billiton Plc outstanding during the period after deduction of the number of shares held by the Billiton share repurchase scheme, the Billiton Employee Share Ownership Plan Trust and the BHP Bonus Equity Plan Trust, and adjusting for the BHP Billiton Limited bonus share issue. Included in the calculation of fully diluted earnings per share are shares contingently issuable under Employee Share Ownership Plans.
(d) Diluted earnings per share calculation excludes 320,094 of options (2008: nil; 2007: nil) which are considered antidilutive.

9 Dividends

9 Dividends
Dividends paid during the period BHP Billiton Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BHP Billiton Plc—Ordinary shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Preference shares (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends declared in respect of the period BHP Billiton Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BHP Billiton Plc—Ordinary shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Preference shares (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 US$M 2,754 1,809 — 4,563 2,754 1,809 — 4,563	2008 US$M 1,881 1,252 — 3,133 2,351 1,545 — 3,896	2007
			US$M 1,346 923 —
			2,269
			1,605 1,097 —
			2,702

Dividends paid during the period (per share) Prior year final dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interim dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends declared in respect of the period (per share) Interim dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Final dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 US cents 41.0 41.0 82.0 41.0 41.0 82.0	2008 US cents 27.0 29.0 56.0 29.0 41.0 70.0	2007
			US cents 18.5 20.0 38.5 20.0 27.0 47.0

Dividends are declared after period end in the announcement of the results for the period. Interim dividends are declared in February and paid in March. Final dividends are declared in August and paid in September. Dividends declared are not recorded as a liability at the end of the period to which they relate. Subsequent to year end, on 12 August 2009, BHP Billiton declared a final dividend of 41.0 US cents per share (US$2,281 million), which will be paid on 25 September 2009 (2008: 41.0 US cents per share—US$2,282 million; 2007: 27.0 US cents per share—US$1,528 million).

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-40

Notes to the Financial Statements—(continued)

Each American Depositary Share (ADS) represents two ordinary shares of BHP Billiton Limited or BHP Billiton Plc. Dividends declared on each ADS represent twice the dividend declared on BHP Billiton ordinary shares.

BHP Billiton Limited dividends for all periods presented are, or will be, fully franked based on a tax rate of 30 per cent.

Franking credits as at 30 June . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Franking credits arising from the payment of current tax payable . . . . . . . . . . . . . . . . . . . Total franking credits available (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Franking credits as at 30 June . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Franking credits arising from the payment of current tax payable . . . . . . . . . . . . . . . . . . . Total franking credits available (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 US$M 2,506 1,265 3,771	2008 US$M 1,623 818 2,441	2007
				US$M 144 923
				1,067

(a) 5.5 per cent dividend on 50,000 preference shares of £1 each declared and paid annually (2008: 5.5 per cent; 2007: 5.5 per cent).

(b) The payment of the final 2009 dividend declared after 30 June 2009 will reduce the franking account balance by US$590 million.

10 Trade and other receivables

Current Trade receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for doubtful debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total trade receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Employee Share Plan loans (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-current Employee Share Plan loans (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total non-current receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Movement in provision for doubtful debts At the beginning of the financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Charge/(credit) for the year: Underlying charge in the income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Released to the income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Utilised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . At the end of the financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 US$M 3,881 (176) 3,705 4 1,444 5,153 24 738 762 2009 US$M 49 189 (1) (61) 176	2008
		US$M 8,050 (49)
		8,001
		3 1,797
		9,801
		40 680
		720
		2008
		US$M 10 41 (2) — 49

(a) Under the terms of the BHP Billiton Limited Employee Share Plan, shares have been issued to employees for subscription at market price less a discount not exceeding 10 per cent. Interest free employee loans are full recourse and are available to fund the purchase of such shares for a period of up to 20 years, repayable by application of dividends or an equivalent amount. Refer to note 34.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-41

Notes to the Financial Statements—(continued)

11 Other financial assets

11 Other financial assets
Current At fair value Cross currency and interest rate swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forward exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commodity contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other derivative contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . At amortised cost Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current other financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-current At fair value Cross currency and interest rate swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forward exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commodity contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other derivative contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Shares—fair value through profit or loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Shares—available for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other investments—available for sale (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total non-current other financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 US$M 79 13 657 14 763 — 763 690 — 121 283 35 321 93 1,543	2008
		US$M 506 39 1,501 1
		2,047 7
		2,054
		443 10 413 47 37 332 166
		1,448

(a) Includes investments held by Ingwe, Rio Algom, Samancor and Selbaie environmental trust funds. The future realisation of these investments is intended to fund environmental obligations relating to the closure of the South African coal operations, Rio Algom’s, Samancor’s and Selbaie’s mines, and consequently these investments, while under the Group’s control, are not available for the general purposes of the Group. Any income from these investments is reinvested or applied to meet these obligations. The Group retains responsibility for these environmental obligations until such time as the former mine sites have been rehabilitated in accordance with the relevant environmental legislation. These obligations are therefore included under non-current provisions. Refer to note 18.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-42

Notes to the Financial Statements—(continued)

12 Inventories

12 Inventories
Current Raw materials and consumables —at net realisable value (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . —at cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Work in progress —at net realisable value (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . —at cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Finished goods —at net realisable value (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . —at cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-current Raw materials and consumables —at cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Work in progress —at cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Finished goods —at cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total non-current inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 US$M 1 1,402 1,403 23 1,847 1,870 66 1,482 1,548 4,821 54 141 5 200	2008
		US$M 16 1,433
		1,449
		5 1,617
		1,622
		1 1,899
		1,900
		4,971
		55 171 6
		232

(a) US$219 million of inventory write-downs were recognised during the year (2008: US$24 million; 2007: US$16 million). Inventory write-downs of US$1 million made in previous periods were reversed during the year (2008: US$7 million; 2007: US$21 million).

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-43

Notes to the Financial Statements—(continued)

13 Property, plant and equipment

13 Property, plant and equipment
Year ended 30 June 2009 Cost At the beginning of the financial year . . . . . . . . Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisitions of subsidiaries and operations . . . . Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Disposals of subsidiaries and operations . . . . . . Transfer to assets held for sale . . . . . . . . . . . . . . Exchange variations taken to reserves . . . . . . . . Transfers and other movements . . . . . . . . . . . . . At the end of the financial year . . . . . . . . . . . . . Accumulated depreciation At the beginning of the financial year . . . . . . . . Charge for the year . . . . . . . . . . . . . . . . . . . . . . . Impairments for the year . . . . . . . . . . . . . . . . . . . Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Disposals of subsidiaries and operations . . . . . . Transfer to assets held for sale . . . . . . . . . . . . . . Exchange variations taken to reserves . . . . . . . . Transfers and other movements . . . . . . . . . . . . . At the end of the financial year . . . . . . . . . . . . . Net book value at 30 June 2009 . . . . . . . . . . . . Year ended 30 June 2008 Cost At the beginning of the financial year . . . . . . . . Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisitions of subsidiaries and operations . . . . Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Disposals of subsidiaries and operations . . . . . . Exchange variations taken to reserves . . . . . . . . Transfers and other movements . . . . . . . . . . . . . At the end of the financial year . . . . . . . . . . . . . Accumulated depreciation At the beginning of the financial year . . . . . . . . Charge for the year . . . . . . . . . . . . . . . . . . . . . . . Impairments for the year . . . . . . . . . . . . . . . . . . . Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Disposals of subsidiaries and operations . . . . . . Exchange variations taken to reserves . . . . . . . . Transfers and other movements . . . . . . . . . . . . . At the end of the financial year . . . . . . . . . . . . . Net book value at 30 June 2008 . . . . . . . . . . . . .	Land and buildings US$M 5,114 103 — (55) (8) (131) (10) 695 5,708 1,659 245 392 (19) — (110) (8) 9 2,168 3,540 Land and buildings US$M 4,356 80 — (100) (92) 20 850 5,114 1,535 234 4 (82) (63) 20 11 1,659 3,455	Plant and equipment US$M 44,293 521 — (296) (2) (1,708) (565) 5,290 47,533 17,678 3,022 3,847 (255) (2) (1,764) (480) 95 22,141 25,392 Plant and equipment US$M 37,669 925 — (3,060) (596) 579 8,776 44,293 17,758 2,812 53 (3,027) (406) 558 (70) 17,678 26,615	Other mineral assets US$M 13,069 1,457 286 (36) (27) (5) (87) 155 14,812 3,547 522 200 (35) — (5) (77) (39) 4,113 10,699 Other mineral assets US$M 12,842 445 30 (667) (37) (2) 458 13,069 3,706 500 33 (667) (33) 3 5 3,547 9,522	Assets under construction US$M 6,703 7,717 — (2) — (90) — (6,030) 8,298 3 — — — — — — (3) — 8,298 Assets under construction US$M 9,713 7,180 — (5) — — (10,185) 6,703 4 — — — — — (1) 3 6,700	Exploration and evaluation US$M 1,253 231 — (64) — — — 24 1,444 213 63 96 (28) — — — (3) 341 1,103 Exploration and evaluation US$M 824 519 — (16) — — (74) 1,253 140 39 47 (15) — — 2 213 1,040	Total US$M 70,432 10,029 286 (453) (37) (1,934) (662) 134 77,795 23,100 3,852 4,535 (337) (2) (1,879) (565) 59 28,763 49,032 Total US$M 65,404 9,149 30 (3,848) (725) 597 (175) 70,432 23,143 3,585 137 (3,791) (502) 581 (53) 23,100 47,332

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-44

Notes to the Financial Statements—(continued)

14 Intangible assets

14 Intangible assets
Cost At the beginning of the financial year . . . . . . . . . . . . . Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exchange variation taken to reserves . . . . . . . . . . . . . Transfer to assets held for sale . . . . . . . . . . . . . . . . . . Transfers and other movements . . . . . . . . . . . . . . . . . At the end of the financial year . . . . . . . . . . . . . . . . . . Accumulated amortisation and impairments At the beginning of the financial year . . . . . . . . . . . . . Disposals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Charge for the year . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairments for the year . . . . . . . . . . . . . . . . . . . . . . . Exchange variation taken to reserves . . . . . . . . . . . . . Transfer to assets held for sale . . . . . . . . . . . . . . . . . . Transfers and other movements . . . . . . . . . . . . . . . . . At the end of the financial year . . . . . . . . . . . . . . . . . . Total intangible assets (a) . . . . . . . . . . . . . . . . . . . . . .		2009	Total US$M 860 141 (22) (3) (27) (125) 824 235 (16) 19 34 (2) (27) (80) 163 661		2008
	Goodwill US$M 442 — — — (27) (17) 398 — — — 27 — (27) — — 398	Other intangibles US$M 418 141 (22) (3) — (108) 426 235 (16) 19 7 (2) — (80) 163 263		Goodwill US$M 600 24 (45) — — (137) 442 45 (45) — — — — — — 442	Other intangibles US$M 355 53 (22) — — 32 418 197 (7) 27 — — — 18 235 183	Total
						US$M 955 77 (67) — — (105) 860 242 (52) 27 — — — 18 235 625

(a) The Group’s aggregate net book value of goodwill is US$398 million (2008: US$442 million), representing less than two per cent of net equity at 30 June 2009 (2008: less than two per cent). The goodwill is allocated across a number of cash generating units (CGUs) in different Customer Sector Groups, with no CGU or Customer Sector Group accounting for more than US$150 million of total goodwill.

15 Trade and other payables

Current Trade creditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other creditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-current Other creditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total non-current payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 US$M 3,760 1,859 5,619 187 187	2008
		US$M 4,612 2,162
		6,774
		138
		138

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-45

Notes to the Financial Statements—(continued)

16 Interest bearing liabilities

Current Unsecured bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notes and debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Secured bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unsecured other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unsecured bank overdrafts and short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current interest bearing liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-current Unsecured bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notes and debentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Secured bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial paper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Redeemable preference shares (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unsecured other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total non-current interest bearing liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 US$M 721 — 109 60 202 2 1,094 535 13,946 509 — 15 163 157 15,325	2008
		US$M 646 2,542 60 28 121 64
		3,461
		717 7,373 619 200 15 205 105
		9,234

(a) BHP Billiton Foreign Holdings Inc: Preferred stock

Series A preferred stock : 150 (2008: 150) shares issued at US$100,000 each fully paid preferred stock, cumulative, non-participating. The shares are redeemable at par at the option of BHP Billiton Foreign Holdings Inc after 3 August 2013 and at the option of the holder of the shares after 3 February 2016.

17 Other financial liabilities

Current Forward exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commodity contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other derivative contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current other financial liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-current Forward exchange contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commodity contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other derivative contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total non-current other financial liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 US$M 18 683 4 705 — 111 31 142	2008
		US$M 38 1,980 70
		2,088
		9 1,113 138
		1,260

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-46

Notes to the Financial Statements—(continued)

18 Provisions

18 Provisions	18 Provisions
Current Employee benefits (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restructuring (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Closure and rehabilitation (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Post-retirement employee benefits (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-current Employee benefits (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restructuring (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Closure and rehabilitation (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Post-retirement employee benefits (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total non-current provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		2009 US$M 990 240 427 10 220 1,887 266 69 5,729 681 287 7,032	2008 US$M 1,112 51 232 5 196 1,596 245 73 5,128 551 254 6,251

(a) The expenditure associated with total employee benefits will occur in a manner consistent with when employees choose to exercise their entitlement to benefits.
(b) Total restructuring provisions include provision for business terminations of US$276 million (2008: US$104 million).
(c) Total closure and rehabilitation provisions include provision for closed sites of US$2,304 million (2008: US$1,218 million).
(d) The provision for post-retirement employee benefits includes pension liabilities of US$376 million (2008: US$228 million) and post-retirement medical benefit liabilities of US$315 million (2008: US$328 million). Refer to note 31. The non-current provision includes non-executive Directors’ retirement benefits of US$2 million (2008: US$3 million).

At the beginning of the financial year . . . . Amounts capitalised . . . . . . . . . . . . . . . . . Charge/(credit) for the year: Underlying . . . . . . . . . . . . . . . . . . . . . Discounting . . . . . . . . . . . . . . . . . . . . Expected return on pension scheme assets . . . . . . . . . . . . . . . . . . . . . . . Exchange variation . . . . . . . . . . . . . . Released during the year . . . . . . . . . . Actuarial loss taken to retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . Exchange variation taken to reserves . . . . Utilisation . . . . . . . . . . . . . . . . . . . . . . . . . Transferred to liabilities held for sale . . . . Transfers and other movements . . . . . . . . At the end of the financial year . . . . . . . . .	Employee benefits US$M 1,357 — 820 — — (114) (26) — (2) (758) (17) (4) 1,256	Restructuring US$M 124 — 320 6 — 34 (1) — (18) (148) (7) (1) 309	Closure and rehabilitation US$M 5,360 315 640 307 — 21 (15) — (48) (165) (260) 1 6,156	Post-retirement employee benefits US$M 556 — 58 132 (111) (17) — 227 (8) (129) (17) — 691	Other US$M 450 — 208 — — (54) (26) — — (83) (4) 16 507	Total
						US$M 7,847 315 2,046 445 (111) (130) (68) 227 (76) (1,283) (305) 12
						8,919

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-47

Notes to the Financial Statements—(continued)

19 Share capital

19 Share capital
Share capital Balance at the beginning of the financial year . . Exercise of Employee Share Plan Options . . . . . Shares bought back and cancelled (a) . . . . . . . . . Balance at the end of the financial year . . . . . Treasury shares Balance at the beginning of the financial year . . Purchase of shares by ESOP Trusts . . . . . . . . . . Employee share awards exercised following vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Shares bought back (a) . . . . . . . . . . . . . . . . . . . . . Shares cancelled (a) . . . . . . . . . . . . . . . . . . . . . . . Balance at the end of the financial year . . . . . Share capital issued Ordinary shares fully paid . . . . . . . . . . . . . . . . . . Comprising —Shares held by the public . . . . . . . . . . . . . . . . —Treasury shares . . . . . . . . . . . . . . . . . . . . . . . . Ordinary shares paid to A$1.36 . . . . . . . . . . . . . Special Voting Share of no par value (d) . . . . . . . 5.5% Preference shares of £1 each (e) . . . . . . . . . Special Voting Share of US$0.50 par value (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Movement in shares held by the public Opening number of shares . . . . . . . . . . . . . . . . . Shares issued on exercise of Employee Share Plan Options . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase of shares by ESOP Trusts . . . . . . . . . . Employee share awards exercised following vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Shares bought back (a) . . . . . . . . . . . . . . . . . . . . . Closing number of shares (g) . . . . . . . . . . . . . . .	BHP Billiton Limited 2009 2008 2007 US$M US$M US$M 1,227 1,221 1,490 — 6 17 — — (286) 1,227 1,227 1,221 (1) (2) (2) (132) (230) (124) 132 231 124 — — — — — — (1) (1) (2) BHP Billiton Limited 2009 Shares (b) 2008 Shares (b) 2007 Shares (b) 3,358,359,496 3,358,359,496 3,357,503,573 3,358,312,376 3,358,260,180 3,357,372,156 47,120 99,316 131,417 110,000 195,000 195,000 1 1 1 BHP Billiton Limited 2009 Shares 2008 Shares 2007 Shares 3,358,260,180 3,357,372,156 3,495,806,525 — 855,923 2,652,195 (5,274,136) (6,550,854) (5,873,734) 5,326,332 6,582,955 5,885,725 — — (141,098,555) 3,358,312,376 3,358,260,180 3,357,372,156			BHP Billiton Plc 2009 2008 2007 US$M US$M US$M 1,116 1,183 1,234 — — — — (67) (51) 1,116 1,116 1,183 (513) (1,455) (416) (37) (20) (41) 26 29 53 — (3,075) (2,957) — 4,008 1,906 (524) (513) (1,455) BHP Billiton Plc 2009 Shares (b) (c) 2008 Shares (b) (c) 2007 Shares (b) (c) 2,231,121,202 2,231,121,202 2,366,462,002 2,206,130,916 2,206,662,027 2,302,854,320 24,990,286 24,459,175 63,607,682 50,000 50,000 50,000 1 1 1 BHP Billiton Plc 2009 Shares 2008 Shares 2007 Shares 2,206,662,027 2,302,854,320 2,448,933,189 — — — (1,447,706) (589,802) (2,100,000) 916,595 1,301,595 2,742,845 — (96,904,086) (146,721,714) 2,206,130,916 2,206,662,027 2,302,854,320
		2008 Shares 3,357,372,156 855,923 (6,550,854) 6,582,955 —			2008 Shares 2,302,854,320 — (589,802) 1,301,595 (96,904,086)
	3,358,312,376	3,358,260,180	3,357,372,156	2,206,130,916	2,206,662,027

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-48

Notes to the Financial Statements—(continued)

BHP	Billiton Limited 2008 Shares 2007 Shares 131,417 143,408 6,550,854 5,873,734 (6,582,955) (5,885,725) — — — — 99,316 131,417 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	BHP Billiton Plc	BHP Billiton Plc	BHP Billiton Plc	BHP Billiton Plc	BHP Billiton Plc	BHP Billiton Plc
2009 Shares 99,316 5,274,136 (5,326,332) — — 47,120 . . . . . . . . . . . . . . . . . . . . . . . .	2008 Shares 131,417 6,550,854 (6,582,955) — — 99,316 . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 Shares 2008 Shares 2007 Shares 24,459,175 63,607,682 19,213,813 1,447,706 589,802 2,100,000 (916,595) (1,301,595) (2,742,845) — 96,904,086 146,721,714 — (135,340,800) (101,685,000) 24,990,286 24,459,175 63,607,682 BHP Billiton Limited 2009 Shares 2008 Shares 2007 Shares . . . 195,000 195,000 195,000 . . . (85,000) — — . . . 110,000 195,000 195,000		2008 Shares 2007 Shares 63,607,682 19,213,813 589,802 2,100,000 (1,301,595) (2,742,845) 96,904,086 146,721,714 (135,340,800) (101,685,000) 24,459,175 63,607,682 BHP Billiton Limited		2007 Shares
						19,213,813 2,100,000 (2,742,845) 146,721,714 (101,685,000)
						63,607,682
		. . . . . . . . .		BHP
			2009 Shares 195,000 (85,000) 110,000		2008 Shares 195,000 — 195,000		2007 Shares
							195,000 —
							195,000

(a) On 23 August 2006, BHP Billiton announced a US$3 billion capital return to shareholders through an 18-month series of on-market share buy-backs. On 7 February 2007, a US$10 billion extension to this program was announced. As of that date, US$1,705 million of shares in BHP Billiton Plc had been repurchased under the August program, leaving US$1,295 million to be carried forward and added to the February 2007 program. All BHP Billiton Plc shares bought back are accounted for as Treasury shares within the share capital of BHP Billiton Plc. Details of the purchases are shown in the table below. Cost per share represents the average cost per share for BHP Billiton Plc shares and final cost per share for BHP Billiton Limited shares. Shares in BHP Billiton Plc purchased by BHP Billiton Limited have been cancelled, in accordance with the resolutions passed at the 2006 Annual General Meetings.

Purchased by:	Purchased by:	Purchased by:
BHP Billiton Limited Shares US$M 96,904,086 3,075 140,121,714 2,839 141,098,555 2,845	BHP Billiton Plc
Shares 96,904,086 140,121,714 141,098,555	Shares — 6,600,000 —	US$M
		— 118 —

(i) Represents the discount to the average BHP Billiton Limited share price between 7 September 2006 and 14 December 2007.

(ii) Represents the discount to the average BHP Billiton Limited share price between 7 September 2006 and 30 June 2007.

(iii) Represents the discount to the volume weighted average price of BHP Billiton Limited shares over the five days up to and including the closing date of the buy-back.

As at 30 June 2009, shares in BHP Billiton Plc bought back as part of the above program but not cancelled are held as Treasury shares. On 14 December 2007, the share buy-back program was suspended in light of the Group’s offers for Rio Tinto plc and Rio Tinto Limited. On 27 November 2008, the offers lapsed. No shares were bought back under the program in the year ended 30 June 2009.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-49

Notes to the Financial Statements—(continued)

(b) The total number of BHP Billiton Limited shares of all classes is 3,358,469,497 of which 99.99 per cent are ordinary shares fully paid (2008: 3,358,554,497, 99.99 per cent; 2007: 3,357,698,574, 99.99 per cent). The total number of BHP Billiton Plc shares of all classes is 2,763,024,202, of which 99.99 per cent are authorised ordinary shares of US$0.50 par value (2008: 2,763,024,202, 99.99 per cent; 2007: 2,898,365,002, 99.99 per cent). Any surplus remaining after payment of preferred distributions shall be payable to the holders of BHP Billiton Limited and BHP Billiton Plc ordinary shares in equal amounts per share.
(c) The total number of BHP Billiton Plc authorised ordinary shares of US$0.50 par value is 2,762,974,200 (2008: 2,762,974,200; 2007: 2,898,315,000).
(d) Each of BHP Billiton Limited and BHP Billiton Plc issued one Special Voting Share to facilitate joint voting by shareholders of BHP Billiton Limited and BHP Billiton Plc on Joint Electorate Actions. There has been no movement in these shares.
(e) Preference shares have the right to repayment of the amount paid up on the nominal value and any unpaid dividends in priority to the holders of any other class of shares in BHP Billiton Plc on a return of capital or winding up. The holders of preference shares have limited voting rights if payment of the preference dividends are six months or more in arrears or a resolution is passed changing the rights of the preference shareholders. Since the merger these shares have been held by JPMorgan plc. There has been no movement in these shares.
(f) An Equalisation Share (US$0.50 par value) has been authorised to be issued to enable a distribution to be made by BHP Billiton Plc Group to the BHP Billiton Limited Group should this be required under the terms of the DLC merger. The Directors have the ability to issue the Equalisation Share if required under those terms. The Constitution of BHP Billiton Limited allows the Directors of that Company to issue a similar Equalisation Share. There has been no movement in this class of share.
(g) During the period 1 July 2009 to 8 September 2009, no Executive Share Scheme partly paid shares were paid up in full, no fully paid ordinary shares (including attached bonus shares) were issued on the exercise of Employee Share Plan Options, no fully paid ordinary shares (including attached bonus shares) were issued on the exercise of Performance Share Plan Performance Rights and no fully paid ordinary shares were issued on the exercise of Group Incentive Scheme awards.
(h) During FY2009, partly paid shares were converted to an equal number of fully paid shares and satisfied via on-market purchase.
(i) At 30 June 2009, 70,000 partly paid shares on issue are entitled to 79,928 bonus shares on becoming fully paid. The remaining partly paid shares are entitled to an equal number of fully paid shares upon conversion to fully paid shares.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-50

Notes to the Financial Statements—(continued)

20 Reserves

Share premium account (a) Balance at the beginning of the financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at the end of the financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign currency translation reserve (b) Balance at the beginning of the financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exchange fluctuations on translation of foreign operations . . . . . . . . . . . . . . . . . . . . . . . . . Exchange fluctuations transferred to profit on sale of divested operations . . . . . . . . . . . . . Balance at the end of the financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Employee share awards reserve (c) Balance at the beginning of the financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued employee entitlement for unvested awards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax arising on accrued employee entitlement for unexercised awards . . . . . . . . . Employee share awards exercised following vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at the end of the financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Hedging reserve—cash flow hedges (d) Balance at the beginning of the financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net gain/(loss) on cash flow hedges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net realised loss on cash flow hedges transferred to the income statement . . . . . . . . . . . . . Net unrealised gain on cash flow hedges transferred to the income statement . . . . . . . . . . Net gains on cash flow hedges transferred to initial carrying amount of hedged item . . . . Deferred tax relating to cash flow hedges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at the end of the financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial assets reserve (e) Balance at the beginning of the financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net valuation gain/(loss) taken to equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net valuation losses transferred to the income statement . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax relating to revaluations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at the end of the financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Share buy-back reserve (f) Balance at the beginning of the financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BHP Billiton Plc shares cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at the end of the financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 US$M 518 518 (3) 27 — 24 372 185 (89) (34) 434 (417) 710 22 (48) (26) (232) 9 162 3 58 (21) 202 118 — 118 1,305	2008 US$M 518 518 18 (21) — (3) 261 97 51 (37) 372 (87) (383) 73 — (190) 170 (417) 230 (76) — 8 162 51 67 118 750	2007
			US$M 518 518 6 6 6 18 198 72 37 (46) 261 (7) (50) — — (88) 58 (87) 109 145 — (24) 230 — 51 51 991

(a) The share premium account represents the premium paid on the issue of BHP Billiton Plc shares recognised in accordance with the UK Companies Act 2006.

(b) The foreign currency translation reserve represents exchange differences arising on the translation of non-US dollar functional currency operations within the Group into US dollars.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-51

Notes to the Financial Statements—(continued)

(c) The employee share awards reserve represents the accrued employee entitlements to share awards that have been charged to the income statement and have not yet been exercised.
(d) The hedging reserve represents hedging gains and losses recognised on the effective portion of cash flow hedges. The cumulative deferred gain or loss on the hedge is recognised in the income statement when the hedged transaction impacts the income statement, or is recognised as an adjustment to the cost of non-financial hedged items.
(e) The financial assets reserve represents the revaluation of available for sale financial assets. Where a revalued financial asset is sold or impaired, the relevant portion of the reserve is transferred to the income statement.
(f) The share buy-back reserve represents the par value of BHP Billiton Plc shares which were purchased and subsequently cancelled. The cancellation of the shares creates a non-distributable reserve.

21 Retained earnings

21 Retained earnings
Balance at the beginning of the financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Employee share awards exercised following vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . Actuarial (losses)/gains net of tax recognised through the statement of recognised income and expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BHP Billiton Plc share buy-back—refer to note 19 . . . . . . . . . . . . . . . . . . . . . . . . . . . . BHP Billiton Limited share buy-back—refer to note 19 . . . . . . . . . . . . . . . . . . . . . . . . Profit attributable to members of BHP Billiton Group . . . . . . . . . . . . . . . . . . . . . . . . . Balance at the end of the financial year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 US$M 35,756 (4,563) (77) (162) — — 5,877 36,831	2008 US$M 27,729 (3,133) (147) (75) (4,008) — 15,390 35,756	2007
			US$M 21,088 (2,269) (98) 57 (1,906) (2,559) 13,416
			27,729

22 Total equity

22 Total equity
Balance at the beginning of the financial year . . . . . . . . . . . . . Total recognised income and expense for the year . . . . . . . . . Transactions with owners—contributed equity . . . . . . . . . . . . Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued employee entitlement to share awards . . . . . . . . . . . . Purchases of shares made by ESOP Trusts . . . . . . . . . . . . . . . BHP Billiton Plc share buy-back—refer to note 19 . . . . . . . . . BHP Billiton Limited share buy-back—refer to note 19 . . . . . Balance at the end of the financial year . . . . . . . . . . . . . . . .	Attributable to members of BHP Billiton Group 2009 2008 2007 US$M US$M US$M 38,335 29,667 24,218 6,146 15,004 13,596 — 6 17 (4,563) (3,133) (2,269) 185 97 72 (149) (231) (165) — (3,075) (2,957) — — (2,845) 39,954 38,335 29,667		Minority interests
	2009 US$M 38,335 6,146 — (4,563) 185 (149) — — 39,954	2008 US$M 29,667 15,004 6 (3,133) 97 (231) (3,075) — 38,335	2009 US$M 708 458 (3) (406) — — — — 757	2008 US$M 251 571 (1) (113) — — — — 708	2007
					US$M 237 82 — (68) — — — — 251

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-52

Notes to the Financial Statements—(continued)

23 Contingent liabilities

Contingent liabilities at balance date, not otherwise provided for in the financial statements, are categorised as arising from:

Jointly controlled entities Other (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Subsidiaries and jointly controlled assets (including guarantees) Bank guarantees (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total contingent liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 US$M 724 724 1 226 227 951	2008
		US$M 535 535 1 327 328 863

(a) Other contingent liabilities relate predominantly to actual or potential litigation of the Group for which amounts are reasonably estimable but the liability is not probable and therefore the Group has not provided for such amounts in these financial statements. The amounts relate to a number of actions against the Group, none of which are individually significant. Additionally, there are a number of legal claims or potential claims against the Group, the outcome of which cannot be foreseen at present, and for which no amounts have been included in the table above.
(b) The Group has entered into various counter-indemnities of bank and performance guarantees related to its own future performance in the normal course of business.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-53

Notes to the Financial Statements—(continued)

24 Commitments

Capital expenditure commitments not provided for in the financial statements Due not later than one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Due later than one year and not later than two years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Due later than two years and not later than three years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Due later than three years and not later than four years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Due later than four years and not later than five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Due later than five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total capital expenditure commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Lease expenditure commitments *Finance leases* Due not later than one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Due later than one year and not later than two years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Due later than two years and not later than three years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Due later than three years and not later than four years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Due later than four years and not later than five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Due later than five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total commitments under finance leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Future financing charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Finance lease liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *Operating leases* (a) Due not later than one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Due later than one year and not later than two years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Due later than two years and not later than three years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Due later than three years and not later than four years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Due later than four years and not later than five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Due later than five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total commitments under operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other expenditure commitments (b) Due not later than one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Due later than one year and not later than two years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Due later than two years and not later than three years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Due later than three years and not later than four years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Due later than four years and not later than five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Due later than five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total commitments for other expenditure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 US$M 3,716 895 126 35 — — 4,772 69 37 39 26 26 112 309 (86) 223 576 659 450 316 91 200 2,292 2,626 1,486 877 971 657 1,803 8,420	2008 US$M 4,258 450 544 89 — — 5,341 46 36 36 43 28 164 353 (120) 233 675 600 556 543 146 256 2,776 2,853 1,485 965 707 469 2,059 8,538

(a) Operating leases are entered into as a means of acquiring property, plant and equipment. Rental payments are generally fixed, but with inflation escalation clauses on which contingent rentals are determined. Certain leases contain extension and renewal options.

(b) Other expenditure commitments include the supply of goods and services, royalties, exploration expenditure and chartering costs.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-54

Notes to the Financial Statements—(continued)

Other commitments

On 5 June 2009, the Group signed a non-binding agreement with Rio Tinto to create an Iron Ore production joint venture in Western Australia. In order to equalise the contribution value of the two companies, BHP Billiton will pay Rio Tinto US$5.8 billion at financial close to take its interest in the joint venture to 50 per cent. There is a US$276 million break fee associated with this transaction which is payable by either party under certain circumstances.

25 Notes to the consolidated cash flow statement

Cash and cash equivalents

For the purpose of the consolidated cash flow statement, cash equivalents include highly liquid investments that are readily convertible to cash and with a maturity of less than 90 days, bank overdrafts and interest bearing liabilities at call.

Cash and cash equivalents comprise: Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Short-term deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total cash and cash equivalents (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bank overdrafts and short term borrowings—refer to note 16 . . . . . . . . . . . . . . . . . . . . . Total cash and cash equivalents, net of overdrafts . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Cash and cash equivalents comprise: Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Short-term deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total cash and cash equivalents (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bank overdrafts and short term borrowings—refer to note 16 . . . . . . . . . . . . . . . . . . . . . Total cash and cash equivalents, net of overdrafts . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 US$M 1,156 9,677 10,833 (2) 10,831	2008 US$M 1,734 2,503 4,237 (64) 4,173	2007
				US$M 846 1,603
				2,449 (51)
				2,398

(a) Cash and cash equivalents include US$368 million (2008: US$591 million; 2007: US$325 million) which is restricted by legal or contractual arrangements.

Exploration and evaluation expenditure

Exploration and evaluation expenditure (excluding impairments) is classified as an investing activity as described in IAS 7/AASB 107 ‘Cash Flow Statements’ and is therefore a reconciling item between profit after taxation and net operating cash flows.

Exploration and evaluation expenditure classified as investing activities in the cash flow statement is reconciled as follows:

Expensed in the income statement (excluding impairments) . . . . . . . . . . . . . . . . . . . . . . . . Capitalised in property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash outflow from investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 US$M 1,009 234 1,243	2008 US$M 859 491 1,350	2007
			US$M 539 266 805

Significant non-cash investing and financing transactions

Non-cash investing transactions of US$59 million (2008: US$211 million; 2007: US$6 million) represent assets acquired under finance leases and available for sale shares acquired.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-55

Notes to the Financial Statements—(continued)

Disposal of subsidiaries and operations

The Group disposed of the following subsidiaries and operations during the year ended:

30 June 2009

Sociedad Contractual Minera Otway
Minera Geleen SA
Mayaniquel SA
BHP Asia Pacific Nickel Pty Ltd
PT Gag Nickel

30 June 2008

Optimum Colliery operations
Elouera coal mine

30 June 2007

The Group’s 45.5 per cent interest in the Valesul joint venture
Interest in Cascade and Chinook oil and gas prospects
Southern Cross Fertilisers
The Group’s interest in the Typhoon facility and associated oil fields in the Gulf of Mexico
The Group’s interest in Australian coal bed methane assets
Koornfontein coal business

The carrying amount of assets and liabilities disposed are as follows:

Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trade and other payables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net identifiable assets/(liabilities) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net consideration—Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Intangible received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —Deferred consideration/(payable) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total net consideration received/(paid) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Losses)/gains on sale of subsidiaries and operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 US$M 1 — 6 35 — (1) — 41 17 — 6 23 (18)	2008 US$M 14 20 — 223 — (107) (304) (154) 38 — (126) (88) 66	2007
			US$M 54 51 11 192 24 (45) (94) 193 203 12 40 255 62

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-56

Notes to the Financial Statements—(continued)

Acquisition of subsidiaries and operations

The Group acquired the following subsidiaries and operations during the year ended:

30 June 2009

100 per cent of Anglo Potash Limited

30 June 2008

A 33 per cent interest in Guinea Alumina Corporation Ltd

30 June 2007

A 44 per cent interest in Genghis Khan oil and gas development

The fair values of assets and liabilities acquired are as follows:

Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net identifiable assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net consideration paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 US$M — 270 — 270 270	2008 US$M — 30 — 30 30	2007
			US$M 1 585 (3) 583 583

26 Business combinations

30 June 2009

There were no material business combinations entered into by the Group in the current or previous financial year.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-57

Notes to the Financial Statements—(continued)

27 Subsidiaries

Significant subsidiaries of BHP Billiton Limited and BHP Billiton Plc are as follows:

Name Anglo Potash Limited BHP Billiton Aluminium Australia Pty Ltd BHP Billiton Aluminium (RAA) Pty Ltd BHP Billiton Aluminium (Worsley) Pty Ltd BHP Billiton Diamonds Inc BHP Billiton Direct Reduced Iron Pty Ltd BHP Billiton Energy Coal South Africa Limited BHP Billiton Finance BV BHP Billiton Finance Ltd BHP Billiton Finance (USA) Ltd (a) BHP Billiton Foreign Holdings Inc BHP Billiton Group Operations Pty Ltd BHP Billiton Iron Ore Pty Limited BHP Billiton Marine and General Insurances Pty Ltd BHP Billiton Marketing AG BHP Billiton Marketing Inc BHP Billiton Metais SA BHP Billiton Minerals Pty Ltd BHP Billiton Nickel West Pty Ltd BHP Billiton Olympic Dam Corporation Pty Ltd BHP Billiton Petroleum (Americas) Inc BHP Billiton Petroleum (Australia) Pty Ltd BHP Billiton Petroleum (Bass Strait) Pty Ltd BHP Billiton Petroleum (Deepwater) Inc BHP Billiton Petroleum (GOM) Inc BHP Billiton Petroleum (North West Shelf) Pty Ltd	Country of incorporation Canada Australia Australia Australia Canada Australia South Africa Netherlands Australia Australia US Australia Australia Australia Switzerland US Brazil Australia Australia Australia US Australia Australia US US Australia	Principal activity Potash exploration Bauxite mining and alumina refining Bauxite mining and alumina refining Bauxite mining and alumina refining Diamond mining Hot briquette iron plant (closed) Coal mining Finance Finance Finance Holding company Administrative services Service company Insurance company Marketing and trading Marketing and trading Alumina refining and aluminium smelting Iron ore, coal, silver, lead and zinc mining Nickel mining, smelting, refining and administrative services Copper and uranium mining Hydrocarbons exploration and production Hydrocarbons production Hydrocarbons production Hydrocarbons exploration, development and production Hydrocarbons exploration Hydrocarbons production	The Group’s effective interest
			2009 % 2008 % 100 — 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-58

Notes to the Financial Statements—(continued)

Name BHP Billiton Petroleum Great Britain Ltd BHP Billiton Petroleum (International Exploration) Pty Ltd BHP Billiton Petroleum (Victoria) Pty Ltd BHP Billiton SA Limited BHP Billiton SA Holdings Limited BHP Billiton SSM Development Pty Ltd BHP Billiton (Trinidad—2c) Limited BHP Billiton World Exploration Inc BHP Canadian Diamonds Company BHP Coal Pty Limited BHP Copper Inc BHP Financial Services (UK) Limited BHP Iron Ore (Jimblebar) Pty Ltd BHP Mitsui Coal Pty Limited BHP Navajo Coal Company BHP Petroleum (Pakistan) Pty Ltd BHP Queensland Coal Investments Pty Ltd BHPB Freight Pty Ltd Billiton Aluminium SA Limited Billiton Marketing Holding BV Billiton Nickel (Ravensthorpe) Pty Ltd Broken Hill Proprietary (USA) Inc Cerro Matoso SA Compania Minera Cerro Colorado Limitada Corridor Sands Limitada Dendrobium Coal Pty Ltd Endeavour Coal Pty Ltd Groote Eylandt Mining Company Pty Ltd Hillside Aluminium Limited Hunter Valley Energy Coal Pty Ltd Illawarra Coal Holdings Pty Ltd Minera Spence SA QNI Metals Pty Ltd QNI Pty Ltd QNI Resources Pty Ltd QNI Western Australia Pty Limited	Country of incorporation UK Australia Australia South Africa South Africa Australia Canada Canada Canada Australia US UK Australia Australia US Australia Australia Australia South Africa Netherlands Australia US Colombia Chile Mozambique Australia Australia Australia South Africa Australia Australia Chile Australia Australia Australia Australia	Principal activity Hydrocarbons production Hydrocarbons development and production Hydrocarbons development Holding and service company Coal mining Holding company Hydrocarbons development Exploration Diamond mining Holding company and coal mining Holding company and copper mining Finance Iron ore mining Holding company and coal mining Coal mining Hydrocarbons production Holding company and coal mining Transport services Aluminium smelting Marketing and trading Holding company Service company Nickel mining and ferro-nickel smelting Copper mining Titanium mineral sands Coal mining Coal mining Manganese mining Aluminium smelting Coal mining Coal mining Copper exploration Nickel refining Holding company Nickel refining Holding company	The Group’s effective interest
			2009 % 2008 % 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 80 80 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 99.9 99.9 100 100 90 90 100 100 100 100 60 60 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-59

Notes to the Financial Statements—(continued)

Name Ravensthorpe Nickel Operations Pty Ltd Rio Algom Limited Samancor AG Samancor Manganese Proprietary Limited San Juan Coal Company Tasmanian Electro Metallurgical Company Pty Ltd UMAL Consolidated Pty Ltd WMC Finance (USA) Limited	Country of incorporation Australia Canada Switzerland South Africa US Australia Australia Australia	Principal activity Nickel mining Holding company Marketing Manganese mining and manganese alloys Coal mining Manganese alloys Holding company and coal mining Finance	The Group’s effective interest
			2009 % 2008 % 100 100 100 100 60 60 60 60 100 100 60 60 100 100 100 100

(a) BHP Billiton Finance (USA) Ltd is 100 per cent owned by BHP Billiton Limited. BHP Billiton Limited and BHP Billiton Plc have each fully and unconditionally guaranteed BHP Billiton Finance (USA) Ltd’s debt securities.

28 Interests in jointly controlled entities

All entities included below are subject to joint control as a result of governing contractual arrangements.

Major shareholdings in jointly controlled entities Caesar Oil Pipeline Company LLC Cleopatra Gas Gathering Company LLC Guinea Alumina Corporation Ltd Mozal SARL Compañia Minera Antamina SA Minera Escondida Limitada (b) Phola Coal Richards Bay Minerals (c) Samarco Mineracao SA Carbones del Cerrejón LLC Newcastle Coal Infrastructure Group Pty Limited	Country of incorporation US US British Virgin Islands Mozambique Peru Chile South Africa South Africa Brazil Anguilla Australia	Principal activity Hydrocarbons transportation Hydrocarbons transportation Bauxite mine and alumina refinery development Aluminium smelting Copper and zinc mining Copper mining Coal handling and processing plant Mineral sands mining and processing Iron ore mining Coal mining in Colombia New port development	Reporting date (a) 31 May 31 May 31 Dec 30 June 30 June 30 June 30 June 31 Dec 31 Dec 31 Dec 30 June	Ownership interest (a)	Ownership interest (a)
				2009 % 25 22 33.3 47.1 33.75 57.5 50 50 50 33.3 35.5	2008 %
					25 22 33.3 47.1 33.75 57.5 50 50 50 33.3 35.5

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-60

Notes to the Financial Statements—(continued)

	In aggregate	In aggregate	Group	share
	2009	2008	2009	2008
	US$M	US$M	US$M	US$M
Net assets of jointly controlled entities
Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5,959	7,004	2,813	3,325
Non-current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15,939	13,591	7,275	6,395
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	(4,233)	(3,912)	(2,092)	(1,868)
Non-current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	(4,253)	(4,983)	(2,029)	(2,388)
Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13,412	11,700	5,967	5,464
In aggregate		Group share
2009 2008	2007	2009	2008	2007
US$M US$M	US$M	US$M	US$M	US$M
Share of jointly controlled entities’ profit
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,163 21,704	18,856	6,130	10,728	9,280
Net operating costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8,618) (8,231)	(7,025)	(4,103)	(3,912)	(3,290)
Operating profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,545 13,473	11,831	2,027	6,816	5,990
Net finance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (272) (181)	(251)	(129)	(94)	(122)
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,103) (2,905)	(2,477)	(465)	(1,418)	(1,201)
Profit after taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,170 10,387	9,103	1,433	5,304	4,667
			2009	2008
			US$M	US$M
Share of contingent liabilities and expenditure commitments of jointly controlled entities
Contingent liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . .		724	535
Capital commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . .		152	117
Other commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . .		1,537	2,003

(a) The ownership interest at the Group’s and the jointly controlled entity’s reporting date are the same. While the annual financial reporting date may be different to the Group’s, financial information is obtained as at 30 June in order to report on a consistent annual basis with the Group’s reporting date.
(b) While the Group holds a 57.5 per cent interest in Minera Escondida Limitada, the entity is subject to effective joint control due to participant and management agreements which results in the operation of an Owners’ Council, whereby significant commercial and operational decisions are determined on aggregate voting interests of at least 75 per cent of the total ownership interest. Accordingly the Group does not have the ability to unilaterally control, and therefore consolidate, the investment in accordance with IAS 27/AASB 127 ‘Consolidated and Separate Financial Statements’.
(c) Richards Bay Minerals comprises two legal entities, Tisand (Pty) Limited and Richards Bay Iron and Titanium (Pty) Limited of which the Group’s ownership interest is 51 per cent (2008: 51 per cent) and 49.4 per cent (2008: 49.4 per cent) respectively. In accordance with the shareholder agreement between the venturers, Richards Bay Minerals functions as a single economic entity. The overall profit of Richards Bay Minerals is shared equally between the venturers.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-61

Notes to the Financial Statements—(continued)

29 Jointly controlled assets

Interests in jointly controlled assets

The principal jointly controlled assets in which the Group has an interest and which are proportionately included in the financial statements are as follows:

Name Atlantis Bass Strait Bruce Liverpool Bay Mad Dog Minerva Neptune North West Shelf Ohanet Pyrenees ROD Integrated Development Shenzi/Genghis Khan Stybarrow Greater Angostura Zamzama Alumar Billiton Suriname Worsley Central Queensland Coal Associates Gregory Mt Goldsworthy Mt Newman EKATI Douglas/Middelburg Mine	Country of operation US Australia UK UK US Australia US Australia Algeria Australia Algeria US Australia Trinidad and Tobago Pakistan Brazil Suriname Australia Australia Australia Australia Australia Canada South Africa	Principal activity Hydrocarbons exploration and production Hydrocarbons exploration and production Hydrocarbons exploration and production Hydrocarbons exploration and production Hydrocarbons exploration and production Hydrocarbons exploration and production Hydrocarbons exploration and production Hydrocarbons exploration and production Hydrocarbons exploration and production Hydrocarbons exploration and development Hydrocarbons exploration and production Hydrocarbons exploration and production Hydrocarbons exploration and production Hydrocarbons production Hydrocarbons exploration and production Alumina refining Aluminium smelting Bauxite mining and alumina refining Bauxite mining and alumina refining Coal mining Coal mining Iron ore mining Iron ore mining Diamond mining Coal mining	The Group’s effective interest	The Group’s effective interest
			2009 % 44 50 16 46.1 23.9 90 35 8-17 45 71.43 45 44 50 45 38.5 36 40 45 86 50 50 85 85 80 84	2008 %
				44 50 16 46.1 23.9 90 35 8-17 45 71.43 45 44 50 45 38.5 36 40 45 86 50 50 85 85 80 84

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-62

Notes to the Financial Statements—(continued)

Elements of the financial statements relating to jointly controlled assets comprise:

Current assets Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-current assets Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Group share of assets employed in jointly controlled assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Contingent liabilities—unsecured (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Contracts for capital expenditure commitments not completed (b) . . . . . . . . . . . . . . . . . . . . . . . .	Current assets Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-current assets Trade and other receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other financial assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Group share of assets employed in jointly controlled assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Contingent liabilities—unsecured (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Contracts for capital expenditure commitments not completed (b) . . . . . . . . . . . . . . . . . . . . . . . .	2009 US$M 61 1,372 1,305 78 210 279 39 24,855 202 28,401 94 4,282	2008
			US$M 169 1,816 1,161 84 47 178 46 21,578 151
			25,230
			136
			4,386

(a) Included in contingent liabilities arising from jointly controlled assets. Refer to note 23.

(b) Included in capital expenditure commitments. Refer to note 24.

30 Financial risk management

The Group financial risk management strategy

The financial risks arising from the Group’s operations are market risk, liquidity risk and credit risk. These risks arise in the normal course of business, and the Group manages its exposure to them in accordance with the Group’s Portfolio Risk Management Strategy. The objective of the strategy is to support the delivery of the Group’s financial targets while protecting its future financial security and flexibility by taking advantage of the natural diversification provided by the scale, diversity and flexibility of the Group’s operations and activities.

A Cash Flow at Risk (‘CFaR’) framework is used to measure the aggregate and diversified impact of financial risks upon the Group’s financial targets. The principal measurement of risk is the portfolio CFaR— which is defined as the worst expected loss relative to projected business plan cash flows over a one-year horizon under normal market conditions at a confidence level of 95 per cent. The CFaR framework includes Boardapproved limits on the quantum of the CFaR relative to the Group’s financial targets.

Market risk

The Group’s activities expose it to market risks associated with movements in interest rates, foreign currencies and commodity prices. Under the strategy outlined above, the Group seeks to achieve financing costs, currency impacts, input costs and commodity prices on a floating or index basis. This strategy gives rise to a risk of variability in earnings which is measured under the CFaR framework.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-63

Notes to the Financial Statements—(continued)

In executing the strategy, financial instruments are potentially employed in four distinct but related activities. The following table summarises these activities and the key risk management processes.

Activity

1 Risk mitigation

Hedging of revenues with financial instruments could be executed to mitigate risk at the portfolio level when CFaR exceeds the Boardapproved limits. Similarly, and on an exception basis, hedging for the purposes of mitigating risk related to specific and significant expenditure on investments or capital projects will be executed if necessary to support the Group’s strategic objectives.

Key risk management processes
• Assessment of portfolio CFaR against Board-approved limits
Execution of transactions within approved mandates

2 Economic hedging of commodity sales, operating costs and debt instruments

Where group commodity production is sold to customers on pricing terms that deviate from the relevant index target, and where a relevant derivatives market exists, financial instruments are executed as an economic hedge to align the revenue price exposure with the index target.

Where debt is issued with a currency or interest rate profile that deviates from the relevant index target, fair value hedges are executed to align the debt exposure with the index target.

Assessment of portfolio CFaR against Board-approved limits
Measuring and reporting the exposure in customer commodity contracts and issued debt instruments
• Executing hedging derivatives to align the total group exposure to the index target

Similarly, where specific and significant operating costs are contracted in a currency that deviates from the relevant index target, financial instruments are executed as an economic hedge to align the currency exposure with the index target.

3 Strategic financial transactions

Opportunistic transactions may be executed with financial instruments to capture value from perceived market over/under valuations.

Exposures managed within value at risk and stop loss limits
Execution of transactions within approved mandates

4 Proprietary trading

Certain of our business units are mandated to undertake trading activities in specifically approved commodity derivatives. These activities are in support of our underlying commodity businesses and provide market and commercial insight.

Measuring and reporting the exposure in mandated activities
Exposures managed within approved mandates (including position limits, value at risk limits and stop loss limits)

Primary responsibility for identification and control of financial risks, including authorising and monitoring the use of financial instruments for the above activities and stipulating policy thereon, rests with the Financial Risk Management Committee under authority delegated by the Group Management Committee.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-64

Notes to the Financial Statements—(continued)

Interest rate risk

The Group is exposed to interest rate risk on its outstanding borrowings and investments from the possibility that changes in interest rates will affect future cash flows or the fair value of fixed rate financial instruments. Interest rate risk is managed as part of the Portfolio Risk Management Strategy and within the overall CFaR limit.

The majority of the Group’s debt is raised under central borrowing programs. The Group has entered into interest rate swaps and cross currency interest rate swaps to convert most of the centrally raised debt into US dollar floating rate exposures. As at 30 June 2009, the Group holds US$8,277 million (2008: US$1,524 million) of fixed interest borrowings that have not been swapped to floating rates, arising principally from debt raised during the financial year and debt raised prior to the DLC merger. The Group’s strategy has not changed and the intention is to swap the fixed debt raised during the year to floating interest rates when conditions to do so are appropriate. The Group’s earnings are sensitive to changes in interest rates on the floating rate component of the Group’s net borrowings.

The fair value of interest rate swaps and cross currency interest rate swaps in fair value hedge relationships used to hedge both interest rate and foreign currency risks are as follows:

*Interest rate swaps* US dollar swaps Pay floating/receive fixed Later than one year but not later than two years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Later than two years but not later than five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Later than five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *Cross currency interest rate swaps* Australian dollar to US dollar swaps Pay floating/receive fixed Not later than one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Euro to US dollar swaps Pay floating/receive fixed Not later than one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Later than one year but not later than two years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Later than two years but not later than five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Later than five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total fair value of interest rate swaps . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Fair value	Fair value
	2009 US$M 30 156 180 — — 147 114 — 627	2008
		US$M — 59 69 344 162 — 190 125 949

Included within ‘Cross currency and interest rate swaps’ in note 11 are derivatives held to hedge currency risk on Euro Bonds raised during the year. These are discussed in ‘Currency risk’ below.

Based on the net debt position as at 30 June 2009, taking into account interest rate swaps and cross currency interest rate swaps, it is estimated that a one percentage point increase in the US LIBOR interest rate will increase the Group’s profit after taxation and equity by US$23 million (2008: decrease of US$41 million). This assumes that the change in interest rates is effective from the beginning of the financial year and the fixed/ floating mix and balances are constant over the year. However, interest rates and the debt profile of the Group may not remain constant in the coming financial year and therefore such sensitivity analysis should be used with care.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-65

Notes to the Financial Statements—(continued)

Currency risk

The US dollar is the functional currency of most operations within the Group and as a result currency exposures arise from transactions and balances in currencies other than the US dollar. The Group’s potential currency exposures comprise:

translational exposure in respect of non-functional currency monetary items
transactional exposure in respect of non-functional currency expenditure and revenues

The Group’s foreign currency risk is managed as part of the Portfolio Risk Management Strategy within the overall CFaR limit.

Translational exposure in respect of non-functional currency monetary items

Monetary items, including financial assets and liabilities, denominated in currencies other than the functional currency of an operation are periodically restated to US dollar equivalents, and the associated gain or loss is taken to the income statement. The exception is foreign exchange gains or losses on foreign currency provisions for closure and rehabilitation at operating sites which are capitalised in property, plant and equipment.

The following table shows the foreign currency risk on the financial assets and liabilities of the Group’s operations denominated in currencies other than the functional currency of the operations.

2009 *Functional currency of Group operation* US dollars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Australian dollars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . UK pounds sterling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2008 Functional currency of Group operation US dollars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Australian dollars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . UK pounds sterling . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Net financial assets/(liabilities)	Net financial assets/(liabilities)	Net financial assets/(liabilities)	Net financial assets/(liabilities)	Net financial assets/(liabilities)
	US$ US$M — — 3 3 US$ US$M — — 12 12
			A$ US$M (1,114) — — (1,114)	SA rand US$M 186 — — 186	GBP US$M (39) — — (39)

In March 2009, the Group issued a two tranche Euro Bond, comprising €1,250 million of 4.75 per cent Euro Bonds due 2012 and €1,000 million of 6.375 per cent Euro Bonds due 2016. Cross currency swaps and forward exchange contracts were taken out to hedge the currency risk on these bonds. These contracts have been designated as cash flow hedges of the foreign currency risk associated with the Euro Bonds. The effective portion of changes in the fair value is recognised in the hedging reserve. Amounts accumulated in the reserve will be transferred to the income statement through to maturity of the contract.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-66

Notes to the Financial Statements—(continued)

The fair value of these derivatives is as follows:

*Cross currency swaps* Euro to US dollar swaps Pay fixed/received fixed Later than five years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . *Forward exchange contracts* Euro to US dollar foreign exchange contract Pay US dollar/receive Euro Not later than one year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total fair value of derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Fair value	Fair value
	2009 US$M 63 79 142	2008 US$M — — —

The principal non-functional currencies to which the Group is exposed are the Australian dollar, South African rand and UK pound sterling. Based on the Group’s net financial assets and liabilities as at 30 June 2009, a weakening of the US dollar against these currencies as illustrated in the table below, with all other variables held constant, would have affected post-tax profit and equity as follows:

Currency movement 1 cent movement in Australian dollar . . . . . . . . . . . . . . . . . . . . . . . . 0.2 rand movement in South African rand . . . . . . . . . . . . . . . . . . . . 1 pence movement in UK pound sterling . . . . . . . . . . . . . . . . . . . . .	2009	Equity US$M (11) 5 1	2008
	Post-taxprofit US$M (11) 3 1		Post-taxprofit US$M (8) 1 (1)	Equity
				US$M (7) 3 (1)

The Group’s financial asset and liability profile will not remain constant, and therefore these sensitivities should be used with care.

Transactional exposure in respect of non-functional currency expenditure and revenues

Certain operating and capital expenditure is incurred by some operations in currencies other than their functional currency. To a lesser extent, certain sales revenue is earned in currencies other than the functional currency of operations, and certain exchange control restrictions may require that funds be maintained in currencies other than the functional currency of the operation. These currency risks are managed as part of the Portfolio Risk Management Strategy and within the overall CFaR limit. When required under this strategy the Group enters into forward exchange contracts.

In September 2007, the Group chose to discontinue the capital hedging policy for projects over US$100 million and as a result all existing hedges were closed out in the market by taking opposite positions. Gains and losses held in the cash flow hedge reserve at the time of discontinuing this hedge policy have been recognised as part of the cost of property, plant and equipment acquired over the period of the original hedge. All such gains and losses have been recognised in the year ended 30 June 2009. The fair value of these hedges at 30 June 2009 is US$ nil (2008: US$2 million).

The fair value of forward exchange contracts outstanding to manage short-term foreign currency cash flows relating to operating activities is a liability of US$5 million (2008: an asset of US$2 million).

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-67

Notes to the Financial Statements—(continued)

Commodity price risk

Contracts for the sale and physical delivery of commodities are executed whenever possible on a pricing basis intended to achieve a relevant index target. Where pricing terms deviate from the index, derivative commodity contracts are used when available to return realised prices to the index. Contracts for the physical delivery of commodities are not typically financial instruments and are carried in the balance sheet at cost (typically at nil); they are therefore excluded from the fair value and sensitivity tables below. Accordingly, the financial instrument exposures set out in the tables below do not represent all of the commodity price risks managed according to the Group’s objectives. Movements in the fair value of contracts included in the tables below are offset by movements in the fair value of the physical contracts, however only the former movement is recognised in the Group’s income statement prior to settlement. The risk associated with commodity prices is managed as part of the Portfolio Risk Management Strategy and within the overall CFaR limit.

Financial instruments with commodity price risk included in the following tables are those entered into for the following activities:

economic hedging of prices realised on commodity contracts as described above
proprietary trading
purchases and sales of physical contracts that can be cash-settled
cash flow hedging of revenues
derivatives embedded within other supply contracts

All such instruments are carried in the balance sheet at fair value.

Forward commodity and other derivative contracts

Aluminium . . . . . . . . . . . . . . . . . . . . Copper . . . . . . . . . . . . . . . . . . . . . . . Zinc . . . . . . . . . . . . . . . . . . . . . . . . . . Lead . . . . . . . . . . . . . . . . . . . . . . . . . Silver . . . . . . . . . . . . . . . . . . . . . . . . . Nickel . . . . . . . . . . . . . . . . . . . . . . . . Iron ore . . . . . . . . . . . . . . . . . . . . . . . Energy coal . . . . . . . . . . . . . . . . . . . . Metallurgical coal . . . . . . . . . . . . . . . Petroleum . . . . . . . . . . . . . . . . . . . . . Electricity . . . . . . . . . . . . . . . . . . . . . Gas . . . . . . . . . . . . . . . . . . . . . . . . . . Freight . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . Comprising: Current . . . . . . . . . . . . . . . . . . . Non-current . . . . . . . . . . . . . . . .	2009 Fair value of asset Fair value of liability US$M US$M 123 88 385 404 13 16 20 20 12 10 55 77 9 — 71 74 — 1 5 46 206 2 92 3 84 88 — — 1,075 829 671 687 404 142	2008	2008	2008
	Fair value of asset US$M 123 385 13 20 12 55 9 71 — 5 206 92 84 — 1,075 671 404	Fair value of asset US$M 111 462 54 70 32 40 — 651 — 54 232 10 245 1 1,962 1,502 460	Fair value of liability
				US$M 109 1,143 65 73 29 35 155 837 21 61 244 9 515 5 3,301 2,050 1,251

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-68

Notes to the Financial Statements—(continued)

Forward commodity contracts—designated as cash flow hedge of future sales revenue

The table above includes forward commodity contracts which are designated as a cash flow hedge of future sales revenue. The fair value of those contracts, as set out below, is initially recognised in equity as an unrealised gain or loss in the hedging reserve. All forward commodity contracts were closed out prior to 30 June 2009 in line with the cessation of the underlying future sales revenue transactions.

line with the cessation of the underlying future sales	revenue transactions.
Copper Not later than one year . . . . . . . . . . . . . . . . . . . . . . Later than one year but no later than five years . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Contractual volumes 2009 2008 ’000 tonnes ’000 tonnes — 59 — 166 — 225	Average price 2009 2008 US$/tonne US$/tonne — 4,919 — 4,070 — 4,293	Fair value
	2009 ’000 tonnes — — —	2009 US$/tonne — — —	2009 US$M — — —	2008
				US$M (202) (541) (743)

The Group’s exposure at 30 June 2009 to the impact of movements in commodity markets upon the financial instruments, other than those designated as a cash flow hedge or embedded derivatives, is set out in the following table.

Aluminium . . . Copper . . . . . . Zinc . . . . . . . . Lead . . . . . . . . Silver . . . . . . . Nickel . . . . . . . Iron ore . . . . . . Energy coal . . Petroleum . . . . Electricity . . . . Gas . . . . . . . . . Freight . . . . . .	Units of exposure ’000 tonnes ’000 tonnes ’000 tonnes ’000 tonnes Million ounces ’000 tonnes ’000 tonnes ’000 tonnes ’000 barrels ’000 MWh ’000 therms Time charter days ’000 voyage charter tonnes	2009 Net exposure receive/(deliver) Impact on equity and profit of 10% movement in market price (post-tax) US$M 11 2 17 7 — 2 5 2 2 3 1 2 (483) (4) (865) (9) 678 4 — — (10,850) — (427) (2) 1,245 2	2008	2008
		Net exposure receive/(deliver) 11 17 — 5 2 1 (483) (865) 678 — (10,850) (427) 1,245	Net exposure receive/(deliver) (55) 73 20 5 1 (4) (1,095) (185) 934 22 (15,500) (7,735) 600	Impact on equity and profit of 10% movement in market price (post-tax)
				US$M (17) 55 2 — 3 (9) (18) (11) 10 — (1) (68) 7

The sensitivities in the above table have been determined as the absolute impact on fair value of a 10 per cent increase in the commodity prices that were applied to the fair value measurement at each reporting date, while holding all other variables, including foreign currency and exchange rates, constant.

The relationship between commodity prices and foreign currencies is complex and movements in foreign exchange can impact commodity prices. The sensitivities should therefore be used with care.

In addition, the Group is exposed to commodity prices on derivatives embedded in host contracts. The significant derivative contracts recognised on the balance sheet as at 30 June 2009 relate to electricity purchase contracts in which the power price is linked to the aluminium LME price. A 10 per cent increase in the aluminium LME price would decrease the Group’s equity and profit after tax by US$8 million (2008: US$10 million) in relation to those contracts.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-69

Notes to the Financial Statements—(continued)

Liquidity risk

The Group’s liquidity risk arises from the possibility that it may not be able to settle or meet its obligations as they fall due and is managed as part of the Portfolio Risk Management Strategy and within the overall CFaR limit. Operational, capital and regulatory requirements are considered in the management of liquidity risk, in conjunction with short- and long-term forecast information.

Additional liquidity risk arises on debt related derivatives due to the possibility that a market for derivatives might not exist in some circumstances. To counter this risk the Group only uses derivatives in highly liquid markets.

During the year ended 30 June 2009, Moody’s Investors Service made no change to the Group’s long-term credit rating of A1 (the short-term credit rating is P-1). Standard & Poor’s made no change to the Group’s longterm credit rating of A+ (the short-term credit rating is A-1). The ratings outlook from both agencies has changed back to stable from negative following the announcement that the Group’s proposed offers for Rio Tinto plc and Rio Tinto Limited have lapsed. The Group’s strong credit profile, diversified funding sources and committed credit facilities ensure that sufficient liquid funds are maintained to meet its daily cash requirements. The Group’s policy on counterparty credit exposure ensures that only counterparties of a high credit standing are used for the investment of any excess cash.

In March 2009, the Group issued a two tranche Global Bond under a debt shelf registration statement, which had been previously filed with the US Securities and Exchange Commission. The Global Bond comprises US$1,500 million 5.5 per cent Senior Notes due 2014 and US$1,750 million 6.5 per cent Senior Notes due 2019. In the same month, a two tranche Euro Bond was issued, comprising €1,250 million (US$1,686 million) of 4.75 per cent Euro Bonds due 2012 and €1,000 million (US$1,353 million) of 6.375 per cent Euro Bonds due 2016.

There were no defaults on loans payable during the period.

Standby arrangements and unused credit facilities

Details of major standby and support arrangements are as follows:

Revolving credit facility (a) . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisition finance facility (b) . . . . . . . . . . . . . . . . . . . . . . . Other facilities (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total financing facilities . . . . . . . . . . . . . . . . . . . . . . . . . . .	Revolving credit facility (a) . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisition finance facility (b) . . . . . . . . . . . . . . . . . . . . . . . Other facilities (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total financing facilities . . . . . . . . . . . . . . . . . . . . . . . . . . .	Facility available 2009 US$M 3,000 — 58 3,058	Used 2009 US$M — — — —	Unused 2009 US$M 3,000 — 58 3,058	Facility available 2008 US$M 3,000 55,000 60 58,060	Used 2008 US$M — — — —	Unused 2008
							US$M 3,000 55,000 60
							58,060

(a) The multi-currency revolving credit facility is available for general corporate purposes and matures in October 2011. This facility is used for general corporate purposes and as backup for the commercial paper programs. The interest rates under this facility are based on an interbank rate plus a margin. The applicable margin is typical for a credit facility extended to a company with the Group’s credit rating.
(b) Following the announcement that the Group’s offers for Rio Tinto plc and Rio Tinto Limited have lapsed, the US$55 billion acquisition facility agreement was cancelled.
(c) Other bank facilities are arranged with a number of banks with the general terms and conditions agreed on a periodic basis.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-70

Notes to the Financial Statements—(continued)

Maturity profile of financial liabilities

The maturity profile of the Group’s financial liabilities based on the contractual amounts, taking into account the derivatives related to debt, is as follows:

2009 Due for payment: In one year or less or on demand . . . . In more than one year but not more than two years . . . . . . . . . . . . . . . . . In more than two years but not more than three years . . . . . . . . . . . . . . . . In more than three years but not more than four years . . . . . . . . . . . . . . . . . In more than four years but not more than five years . . . . . . . . . . . . . . . . . In more than five years . . . . . . . . . . . . Carrying amount . . . . . . . . . . . . . . . .	Bank loans, debentures and other loans US$M 1,426 1,795 2,500 1,808 2,612 5,624 15,765 16,181	Expected future interest payments US$M 819 792 728 597 509 1,502 4,947 —	Derivatives related to net debt US$M — — — — — — — —	Other derivatives US$M 705 103 26 7 3 3 847 847	Obligations under finance leases US$M 69 37 39 26 26 112 309 223	Other financial liabilities US$M 5,636 169 29 9 6 16 5,865 5,821	Total
							US$M 8,655 2,896 3,322 2,447 3,156 7,257
							27,733
							23,072

2008 Due for payment: In one year or less or on demand . . . . In more than one year but not more than two years . . . . . . . . . . . . . . . . . In more than two years but not more than three years . . . . . . . . . . . . . . . . In more than three years but not more than four years . . . . . . . . . . . . . . . . . In more than four years but not more than five years . . . . . . . . . . . . . . . . . In more than five years . . . . . . . . . . . . Carrying amount . . . . . . . . . . . . . . . . .	Bank loans, debentures and other loans US$M 3,374 291 2,025 1,198 1,811 3,701 12,400 12,447	Expected future interest payments US$M 615 586 665 435 370 1,007 3,678 —	Derivatives related to net debt US$M — — — — — — — —	Other derivatives US$M 2,208 1,037 110 6 — — 3,361 3,348	Obligations under finance leases US$M 43 37 37 45 33 156 351 233	Other financial liabilities US$M 6,817 120 4 3 2 24 6,970 6,927	Total
							US$M 13,057 2,071 2,841 1,687 2,216 4,888
							26,760
							22,955

The amounts presented in the tables above comprise the contractual undiscounted cash flows, and therefore will not always agree with the amounts presented in the balance sheet. The Group also holds derivatives related to net debt, commodities and currencies that are expected to generate cash inflows, which are classified as other financial assets (refer to note 11). These contracts are excluded from the table above.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-71

Notes to the Financial Statements—(continued)

Credit risk

Credit risk arises from the non-performance by counterparties of their contractual financial obligations towards the Group. To manage credit risk the Group maintains group-wide procedures covering the application for credit approvals, granting and renewal of counterparty limits and daily monitoring of exposures against these limits. As part of these processes the financial viability of all counterparties is regularly monitored and assessed. The maximum exposure to credit risk is limited to the total carrying value of relevant financial assets on the balance sheet as at the reporting date.

The Group’s credit risk exposures are categorised under the following headings:

Counterparties

The Group conducts transactions with the following major types of counterparties:

Receivables counterparties

The majority of sales to the Group’s customers are made on open terms.

Payment guarantee counterparties

A proportion of sales to Group customers occur via secured payment mechanisms.

Derivative counterparties

Counterparties to derivative contracts consist of a diverse number of financial institutions and industrial counterparties in the relevant markets.

Cash investment counterparties

As part of managing cash flow and liquidity, the Group holds short-term cash investments with a range of approved financial institutions.

The Group has no significant concentration of credit risk with any single counterparty or group of counterparties.

Geographic

The Group trades in all major geographic regions. Countries in which the Group has a significant credit risk exposure include South Africa, Australia, the US, Japan and China. Where appropriate, secured payment mechanisms and other risk mitigation instruments are used to protect revenues from credit risk losses.

Industry

In line with our asset portfolio, the Group sells into a diverse range of industries and customer sectors. This diversity means that the Group is not materially exposed to any individual industry or customer.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-72

Notes to the Financial Statements—(continued)

The following table shows the Group’s receivables at the reporting date that are exposed to credit risk and the ageing and impairment profile thereon.

Receivablespast due but not impaired	Receivablespast due but not impaired	Receivablespast due but not impaired	Receivablespast due but not impaired
Less than 30 days 31 to 60 days 61 to 90 days Over 90 days US$M US$M US$M US$M — 4 — 30 127 3 1 48 127 7 1 78 Receivablespast due but not impaired			Over 90 days
Less than 30 days US$M 39 184 223	31 to 60 days US$M 2 28 30	61 to 90 days US$M 2 18 20	Over 90 days
			US$M 1 31 32

Receivables are deemed to be past due or impaired with reference to the Group’s normal terms and conditions of business. These terms and conditions are determined on a case by case basis with reference to the customer’s credit quality and prevailing market conditions. Receivables that are classified as ‘past due’ in the above tables are those that have not been settled within the terms and conditions that have been agreed with that customer. For an analysis of movements in impaired receivables, refer to note 10.

The credit quality of the Group’s customers is monitored on an ongoing basis and assessed for impairment where indicators of such impairment exist. The solvency of the debtor and their ability to repay the receivable is considered in assessing receivables for impairment. In certain circumstances the Group may seek collateral as security for the receivable. Where receivables have been impaired, the Group actively seeks to recover the amounts in question and enforce compliance with credit terms.

Fair values

All financial assets and financial liabilities, other than derivatives, are initially recognised at the fair value of consideration paid or received, net of transaction costs as appropriate, and subsequently carried at fair value or amortised cost, as indicated in the tables below.

Derivatives are initially recognised at fair value on the date the contract is entered into and are subsequently remeasured at their fair value. This measurement of fair value is based on quoted market prices. Where no price information is available from a quoted market source, alternative market mechanisms or recent comparable transactions, fair value is estimated based on the Group’s views on relevant future prices, net of valuation allowances to accommodate liquidity, modelling and other risks implicit in such estimates.

The financial assets and liabilities are presented by class in the tables below at their carrying values, which generally approximate to the fair values. In the case of US$7,696 million (2008: US$1,304 million) of centrally managed fixed rate debt not swapped to floating rate, the fair value at 30 June 2009 is US$8,277 million (2008: US$1,524 million).

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-73

Notes to the Financial Statements—(continued)

Financial assets and liabilities

*Financial assets and liabilities*
2009 Financial assets Cash and cash equivalents . . . Trade and other receivables . . . . . . . . . . . . . Cross currency and interest rate swaps . . . . . . . . . . . . . Forward exchange contracts . . . . . . . . . . . . . . Commodity contracts . . . . . . Other derivative contracts . . . Bonds and debentures . . . . . . Shares—fair value through profit . . . . . . . . . . . . . . . . . Shares—available for sale . . . Other investments—available for sale . . . . . . . . . . . . . . . . Total financial assets . . . . . . . Non-financial assets . . . . . . . Total assets . . . . . . . . . . . . . . Financial liabilities Trade and other payables . . . . Forward exchange contracts . . . . . . . . . . . . . . Commodity contracts . . . . . . Other derivative contracts . . . Unsecured bank overdrafts and short-term borrowings . . . . . . . . . . . . . Unsecured bank loans . . . . . . Notes and debentures . . . . . . Secured bank loans . . . . . . . . Redeemable preference shares . . . . . . . . . . . . . . . . . Finance leases . . . . . . . . . . . . Unsecured other . . . . . . . . . . . Total financial liabilities . . . . Non-financial liabilities . . . . . Total liabilities . . . . . . . . . . . .	Notes 25 10 11 11 11 11 11 11 11 11 15 17 17 17 16 16 16 16 16 16 16	Loans and receivables US$M 10,833 5,915 — — — — — — — — 16,748 — — — — — — — — — — — —	Available for sale securities US$M — — — — — — — — 321 93 414 — — — — — — — — — — — —	Held at fair value through profit or loss US$M — — 627 13 778 297 — 35 — — 1,750 — 18 794 35 — — 6,264 — — — — 7,111	Cash flow hedges US$M — — 142 — — — — — — — 142 — — — — — — — — — — — —	Other financial assets and liabilities at amortised cost US$M — — — — — — — — — — — 5,806 — — — 2 1,256 7,682 618 15 223 359 15,961	Total
							US$M 10,833 5,915 769 13 778 297 — 35 321 93
							19,054
							59,716
							78,770
							5,806 18 794 35 2 1,256 13,946 618 15 223 359
							23,072
							14,987
							38,059

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-74

Notes to the Financial Statements—(continued)

2008 Financial assets Cash and cash equivalents . . . Trade and other receivables . . . . . . . . . . . . . Cross currency and interest rate swaps . . . . . . . . . . . . . Forward exchange contracts . . . . . . . . . . . . . . Commodity contracts . . . . . . Other derivative contracts . . . Bonds and debentures . . . . . . Shares—fair value through profit . . . . . . . . . . . . . . . . . Shares—available for sale . . . Other investments—available for sale . . . . . . . . . . . . . . . . Total financial assets . . . . . . . Non-financial assets . . . . . . . Total assets . . . . . . . . . . . . . . Financial liabilities Trade and other payables . . . . Cross currency and interest rate swaps . . . . . . . . . . . . . Forward exchange contracts . . . . . . . . . . . . . . Commodity contracts . . . . . . Other derivative contracts . . . Unsecured bank overdrafts and short-term borrowings . . . . . . . . . . . . . Unsecured bank loans . . . . . . Notes and debentures . . . . . . Secured bank loans . . . . . . . . Commercial paper . . . . . . . . . Redeemable preference shares . . . . . . . . . . . . . . . . . Finance leases . . . . . . . . . . . . Unsecured other . . . . . . . . . . . Total financial liabilities . . . . Non-financial liabilities . . . . . Total liabilities . . . . . . . . . . . .	Notes 25 10 11 11 11 11 11 11 11 11 15 17 17 17 17 16 16 16 16 16 16 16 16	Loans and receivables US$M 4,237 10,521 — — — — — — — — 14,758 — — — — — — — — — — — — — —	Available for sale securities US$M — — — — — — — — 332 166 498 — — — — — — — — — — — — — —	Held at fair value through profit or loss US$M — — 949 — 1,914 48 — 37 — — 2,948 — — — 2,423 208 — — 8,612 — 200 — — — 11,443	Cash flow hedges US$M — — — 49 — — — — — — 49 — — 47 670 — — — — — — — — — 717	Other financial assets and liabilities at amortised cost US$M — — — — — — 7 — — — 7 6,912 — — — — 64 1,363 1,303 679 — 15 233 226 10,795	Total
							US$M 4,237 10,521 949 49 1,914 48 7 37 332 166
							18,260
							57,748
							76,008
							6,912 — 47 3,093 208 64 1,363 9,915 679 200 15 233 226
							22,955
							14,010
							36,965

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-75

Notes to the Financial Statements—(continued)

Capital management

The Group defines capital as the total equity of the Group. The Group manages capital with the goal of maintaining levels of gearing designed to optimise the cost of capital and return on capital employed, while also growing the business consistently through project developments and acquisitions. The Group’s priorities for cash flow are:

reinvestment in projects that carry attractive rates of return regardless of the economic climate
commitment to a solid ‘A’ credit rating
returning excess capital to shareholders via dividends and capital management (for example share buy-backs)

The Group’s strategy is focused on upstream, large, long-life, low-cost, expandable, export-oriented assets and the Group continually reviews its portfolio to identify assets which do not fit this strategy. The Group will invest capital in assets where they fit our strategy.

The Group monitors capital using a gearing ratio, being the ratio of net debt to net debt plus net assets.

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-current debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net assets/Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gearing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2009
2008
US$M
US$M
(10,833)
(4,237)
1,094
3,461
15,325
9,234
5,586
8,458
40,711
39,043
12.1%
17.8%

31 Pension and other post-retirement obligations

Defined contribution pension schemes and multi-employer pension schemes

The Group contributed US$231 million (2008: US$218 million; 2007: US$167 million) to defined contribution plans and multi-employer defined contribution plans. These contributions are expensed as incurred. Contributions to defined contribution plans for Key Management Personnel are disclosed in note 32.

Defined benefit pension schemes

The Group has closed all defined benefit schemes to new entrants. Defined benefit pension schemes remain operating in Australia, the US, Canada, South America, Europe and South Africa for existing members. Full actuarial valuations are prepared and updated annually to 30 June by local actuaries for all schemes. The Projected Unit Credit valuation method is used. The Group operates final salary schemes that provide final salary benefits only, non-salary related schemes that provide flat dollar benefits and mixed benefit schemes that consist of a final salary defined benefit portion and a defined contribution portion.

Defined benefit post-retirement medical schemes

The Group operates a number of post-retirement medical schemes in the US, Canada, Suriname and South Africa. Full actuarial valuations are prepared by local actuaries for all schemes. All of the post-retirement medical schemes in the Group are unfunded.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-76

Notes to the Financial Statements—(continued)

The following tables set out details in respect of the Group’s defined benefit pension and post-retirement medical schemes.

Balance sheet disclosures

The amounts recognised in the balance sheet are as follows:

Present value of funded defined benefit obligation . . Present value of unfunded defined benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unrecognised past service credits . . . . . . . . . . . . . . . . Fair value of defined benefit scheme assets . . . . . . . . Scheme deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unrecognised surplus . . . . . . . . . . . . . . . . . . . . . . . . . Adjustment for employer contributions tax . . . . . . . . Net liability recognised in the balance sheet . . . . . .	Defined benefitpension schemes 2009 2008 US$M US$M 1,666 1,822 70 67 — — (1,455) (1,768) 281 121 78 99 17 8 376 228	Defined benefitpension schemes 2009 2008 US$M US$M 1,666 1,822 70 67 — — (1,455) (1,768) 281 121 78 99 17 8 376 228	Defined benefitpension schemes 2009 2008 US$M US$M 1,666 1,822 70 67 — — (1,455) (1,768) 281 121 78 99 17 8 376 228	Post-retirement medical schemes	Post-retirement medical schemes
		2009 US$M 1,666 70 — (1,455) 281 78 17 376		2009 US$M — 310 5 — 315 — — 315	2008
					US$M — 328 — — 328 — — 328

The Group has no legal obligation to settle these liabilities with any immediate contributions or additional one-off contributions. The Group intends to continue to contribute to each defined benefit pension and postretirement medical scheme in accordance with the latest recommendations of each scheme actuary.

Income statement disclosures

The amounts recognised in the income statement are as follows:

Current service cost . . . . . . . . . . . . . . . . . . . . . . . Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected return on pension scheme assets . . . . . . Past service costs . . . . . . . . . . . . . . . . . . . . . . . . . Losses/(gains) on settlements/curtailments . . . . . Total expense . . . . . . . . . . . . . . . . . . . . . . . . . . . —Recognised in employee benefits expense . . . . —Recognised in net finance costs . . . . . . . . . . . .	Defined benefitpension schemes 2009 2008 2007 US$M US$M US$M 58 75 64 110 113 103 (111) (125) (109) 1 — — (4) — (3) 54 63 55 55 75 61 (1) (12) (6)	Defined benefitpension schemes 2009 2008 2007 US$M US$M US$M 58 75 64 110 113 103 (111) (125) (109) 1 — — (4) — (3) 54 63 55 55 75 61 (1) (12) (6)	Post-retirement medical schemes	Post-retirement medical schemes	Post-retirement medical schemes
	2009 US$M 58 110 (111) 1 (4) 54 55 (1)	2008 US$M 75 113 (125) — — 63 75 (12)	2009 US$M 5 22 — (5) 3 25 3 22	2008 US$M 7 25 — — (41) (9) (34) 25	2007
					US$M 8 24 — — — 32 8 24

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-77

Notes to the Financial Statements—(continued)

Statement of recognised income and expense (SORIE) disclosures:

The amounts recognised in the statement of recognised income and expense are as follows:

Actuarial losses/(gains) . . . . . . . . . . . . . . . . . . . . . . . Limit on net assets and other adjustments . . . . . . . . . Total amount recognised in the SORIE . . . . . . . . . Total cumulative amount recognised in the SORIE (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Defined benefitpension schemes 2009 2008 2007 US$M US$M US$M 239 106 (143) (12) 7 57 227 113 (86) 255 28 (85)	Defined benefitpension schemes 2009 2008 2007 US$M US$M US$M 239 106 (143) (12) 7 57 227 113 (86) 255 28 (85)	Post-retirement medical schemes	Post-retirement medical schemes	Post-retirement medical schemes
	2009 US$M 239 (12) 227 255	2008 US$M 106 7 113 28	2009 US$M — — — 27	2008 US$M (17) — (17) 27	2007
					US$M 7 — 7 44

(a) Cumulative amounts are calculated from the transition to IFRS on 1 July 2004.

The actual return on assets for the defined benefit pension schemes is as follows:

The actual return on assets for the defined benefit pension schemes . . . . . . . . . . . . . . . . . .

Defined benefit pension schemes	Defined benefit pension schemes	Defined benefit pension schemes
2009 US$M (117)	2008 US$M (5)	2007
		US$M 210

The changes in the present value of defined benefit obligations are as follows:

Defined benefit obligation at beginning of year . . . . . Current service cost . . . . . . . . . . . . . . . . . . . . . . . . . . Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Contributions by scheme participants . . . . . . . . . . . . . Actuarial losses/(gains) on benefit obligation . . . . . . Benefits paid to participants . . . . . . . . . . . . . . . . . . . . Past service costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . Curtailment (gains)/losses . . . . . . . . . . . . . . . . . . . . . Reduction in defined benefit obligation due to settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exchange variations . . . . . . . . . . . . . . . . . . . . . . . . . . Other adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . Defined benefit obligation at end of year . . . . . . . .	Defined benefitpension schemes 2009 2008 US$M US$M 1,889 1,787 58 75 110 113 3 5 11 (24) (171) (142) 1 — (4) — — — (161) 65 — 10 1,736 1,889	Post-retirement medical schemes	Post-retirement medical schemes
		2009 US$M 328 5 22 — — (17) (11) 3 — (3) (17) 310	2008 US$M 380 7 25 — (17) (20) 14 (1) (40) (20) — 328

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-78

Notes to the Financial Statements—(continued)

The changes in the fair value of scheme assets for defined benefit pension schemes are as follows:

Fair value of scheme assets at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected return on scheme assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Actuarial (losses)/gains on scheme assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Employer contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Contributions by scheme participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exchange variations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fair value of scheme assets at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Defined benefitpension schemes	Defined benefitpension schemes	Defined benefitpension schemes	Defined benefitpension schemes
		2009 US$M 1,768 111 (228) 111 3 (171) (139) — 1,455		2008
				US$M 1,756 125 (130) 93 5 (142) 58 3 1,768

The fair values of defined benefit pension scheme assets segregated by major asset class are as follows:

Fair value of schemes segregated by major asset class Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash and net current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Insured annuities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Amount for each category	Amount for each category	Amount for each category	Amount for each category
		2009 US$M 882 345 16 24 177 11 1,455		2008
				US$M 971 570 33 62 117 15 1,768

Scheme assets classified as ‘Other’ as at 30 June 2009 primarily comprise of investments in private equity in Australia.

The fair value of scheme assets includes no amounts relating to any of the Group’s own financial instruments or any of the property occupied by or other assets used by the Group.

The investment strategy is determined by each plan’s fiduciary body in consultation with the Group. In general, the investment strategy for each plan is set by reference to the duration and risk profile of the plan, as well as the plan’s solvency level.

Actuarial assumptions

The principal actuarial assumptions at the reporting date (expressed as weighted averages) for defined benefit pension schemes are as follows:

Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Future salary increases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Future pension increases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected rate of return on pension scheme assets . . . . . . . . .	Australia 2009 2008 % % 5.3 6.5 3.9 5.0 — — 5.2 6.5	Americas 2009 2008 % % 6.3 6.6 3.8 4.4 2.3 3.0 6.6 7.2	Europe 2009 2008 % % 6.2 6.4 4.9 5.2 2.8 3.0 5.6 6.7	South Africa
				2009 2008 % % 9.0 10.8 6.9 9.3 5.9 8.2 10.0 11.7

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-79

Notes to the Financial Statements—(continued)

The principal actuarial assumptions at the reporting date (expressed as weighted averages) for postretirement medical schemes are as follows:

Discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Medical cost trend rate (ultimate) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Americas 2009 2008 % % 6.0 6.3 5.0 5.0	South Africa
		2009 2008 % % 9.1 10.5 7.6 9.3

Assumptions regarding future mortality can be material depending upon the size and nature of the plan liabilities. Post-retirement mortality assumptions in the Americas, Europe and South Africa are based on postretirement mortality tables that are standard in these regions.

The overall expected rate of return on assets is the weighted average of the expected rate of return on each applicable asset class and reflects the long-term target asset allocation as at the reporting date. For bonds, the expected rate of return reflects the redemption yields available on corporate and government bonds, as applicable, as at the reporting date. For all other asset classes, the expected rate of return reflects the rate of return expected over the long term.

For the main funds, these tables imply the following expected future lifetimes (in years) for employees aged 65 as at the balance sheet date: US males 17.5, US females 19.8; Canadian males 19.0, Canadian females 21.6; Netherlands males 18.8, Netherlands females 21.0; UK males 21.7, UK females 24.0; South African males 15.9, South African females 20.0.

The present value of defined benefit obligations, fair value of scheme assets and associated experience adjustments for the defined benefit pension and post-retirement medical schemes are shown prospectively from the Group’s IFRS transition date as follows:

Defined benefitpension schemes	Defined benefitpension schemes	Defined benefitpension schemes	Defined benefitpension schemes	Defined benefitpension schemes	Defined benefitpension schemes
2009 2008 2007 2006 2005 US$M US$M US$M US$M US$M 1,736 1,889 1,787 1,759 1,746 (1,455) (1,768) (1,756) (1,585) (1,436) 281 121 31 174 310 (2) (8) 7 (58) (18) (228) (130) 101 45 106 Post-retirement medical schemes 2009 2008 2007 2006 2005 US$M US$M US$M US$M US$M . . . 310 328 380 353 355 . . . 4 8 1 (17) 8		2008 2007 2006 2005 US$M US$M US$M US$M 1,889 1,787 1,759 1,746 (1,768) (1,756) (1,585) (1,436) 121 31 174 310 (8) 7 (58) (18) (130) 101 45 106 Post-retirement medical schemes				2005
						US$M 1,746 (1,436)
						310
	2009 US$M 310 4		2008 US$M 328 8	2007 US$M 380 1	2006 US$M 353 (17)		2005
							US$M 355 8

Experience adjustments to scheme liabilities do not include the effect of changes in actuarial assumptions.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-80

Notes to the Financial Statements—(continued)

Estimated contributions for the defined benefit pension and post-retirement medical schemes are as follows:

Estimated employer contributions for the year ending 30 June 2010 . . . . . . . . . . Estimated contributions by scheme participants for the year ending 30 June 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Defined benefit pension schemes US$M 124 3	Post-retirement medical schemes
		US$M 21 N/A

The impact of a one percentage point variation in the medical cost trend rate (for the post-retirement medical schemes) on the Group’s results is as follows:

Effect of an increase in the medical cost trend of 1% point on: Total of current service and interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Defined benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of a decrease in the medical cost trend of 1% point on: Total of current service and interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Defined benefit obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 US$M 7 40 (1) (18)	2008
		US$M 6 42 (3) (21)

32 Key Management Personnel

Key Management Personnel compensation comprises:

Short-term employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Post-employment benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Share-based payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 US$ 20,015,590 2,870,982 23,530,682 46,417,254	2008 US$ 20,607,717 2,958,123 12,428,149 35,993,989	2007
			US$ 25,097,097 3,326,413 12,845,483
			41,268,993

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-81

Notes to the Financial Statements—(continued)

Equity Instrument disclosures relating to Key Management Personnel

BHP Billiton Limited ordinary shares under award

Marius Kloppers . . . . Marcus Randolph . . . Alex Vanselow . . . Karen Wood . . . J. Michael Yeager . . . . . Charles Goodyear . . . F-82	Scheme LTIP Performance GIS Deferred Shareplus LTIP Performance GIS Deferred Shareplus LTIP Performance GIS Deferred Shareplus LTIP Performance GIS Deferred GIS Performance PSP Shareplus LTIP Performance GIS Deferred Shareplus LTIP Performance GIS Deferred PSP Total	At 30 June 2007 — — — 395,000 61,654 — 445,000 48,663 — 335,000 65,360 16,547 25,846 — 550,000 6,614 — 1,692,558 133,260 15,716 3,791,218	Granted 333,327 27,582 160 197,676 23,648 157 197,676 24,847 157 154,187 19,643 — — 157 187,702 26,460 134 — 39,658 — 1,233,171	Lapsed Exercised — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 864,791 (b) — — 172,918 — 15,716 864,791 188,634	At 30 June 2008 333,327 27,582 160 592,676 85,302 157 642,676 73,510 157 489,187 85,003 16,547 25,846 157 737,702 33,074 134 827,767 — — 3,970,964	Granted 500,000 95,847 168 225,000 45,027 172 225,000 — 168 175,000 30,778 — — 168 225,000 56,373 210 1,578,911	Lapsed — — — — — — — — — — — — — — — — — —	Exercised — — — — 61,654 — — 48,663 — — 26,631 16,547 — — — 6,614 — 160,109	At 30 June 2009 833,327 123,429 328 817,676 68,675 329 867,676 24,847 325 664,187 89,150 — 25,846 325 962,702 82,833 344 4,561,999	Vested during FY2008 — — — — 32,199 — — 25,633 — — 20,462 — — — — — — — 172,918 — 251,212	Vested during FY2009 — — — — 29,455 — — 23,030 — — 18,267 — — — — 6,614 — 77,366	Vested at 30 June 2008 (a) — — — — 32,199 — — 25,633 — — 47,093 16,547 — — — — — — — — 121,472	Vested at 30 June 2009 (a)	Vested at 30 June 2009 (a)
														— — — — — — — — — — 38,729 — — — — — — 38,729

BHP BILLITON 2009 FINANCIAL STATEMENTS

Notes to the Financial Statements—(continued)

BHP Billiton Limited ordinary shares under option

Alex Vanselow . . . . Charles Goodyear . . . .	Scheme GIS Options GIS Options ESP Options Total	At 30 June 2007 — 501,338 1,073,850 1,575,188	Granted — — — —	Lapsed — — — —	Exercised — 501,338 1,073,850 1,575,188	At 30 June 2008 — — — —	Granted 153,768 153,768	Lapsed — —	Exercised — —	At 30 June 2009 153,768 153,768	Vested during FY2008 — — — —	Vested during FY2009 — —	Vested at 30 June 2008 (a) — — — —	Vested at 30 June 2009 (a)
														— —

BHP Billiton Plc ordinary shares under award

Marius Kloppers . . . . . Alberto Calderon . . . . . Andrew Mackenzie . . . F-83	Scheme LTIP Performance GIS Deferred LTIP Performance GIS Deferred Shareplus LTIP Performance Total	At 30 June 2007 675,000 90,071 120,000 11,926 — 896,997	Granted — — 211,993 17,207 156 229,356	Lapsed — — — — — —	Exercised — — — — — —	At 30 June 2008 675,000 90,071 331,993 29,133 156 — 1,126,353	Granted — — 225,000 — 188 325,839 551,027	Lapsed — — — — — — —	Exercised — 90,071 — — — — 90,071	At 30 June 2009 675,000 — 556,993 29,133 344 325,839 1,587,309	Vested during FY2008 — 52,771 — — — — 52,771	Vested during FY2009 — 37,300 — 11,926 — — 49,226	Vested at 30 June 2008 (a) — 52,771 — — — — 52,771	Vested at 30 June 2009 (a)	Vested at 30 June 2009 (a)
															— — — 11,926 — — 11,926

BHP BILLITON 2009 FINANCIAL STATEMENTS

Notes to the Financial Statements—(continued)

BHP Billiton Plc ordinary shares under option

Alberto Calderon . . . . .	Scheme GIS Options Total	At 30 June 2007 — —	Granted — —	Lapsed — —	Exercised — —	At 30 June 2008 — —	Granted 143,227 143,227	Lapsed — —	Exercised — —	At 30 June 2009 143,227 143,227	Vested during FY2008 — —	Vested during FY2009 — —	Vested at 30 June 2008 (a) — —	Vested at 30 June 2009 (a)
														— —

(a) All awards and options that are vested are exercisable.

(b) In accordance with the LTIP rules, a proportion of the original share award lapsed when Mr Goodyear (1 January 2008) retired from the Group.

No options have been granted to Key Management Personnel since the end of the financial year. Further information on options and rights, including grant dates and exercise dates regarding options granted to Key Management Personnel under the employee share ownership plan, is set out in note 34.

BHP BILLITON 2009 FINANCIAL STATEMENTS

Notes to the Financial Statements—(continued)

Equity holdings and transactions

The movement during the financial year in the number of ordinary shares of the Group held directly, indirectly or beneficially, by each specified Key Management Personnel, including their personally-related entities were as follows:

F-85	BHP Billiton Limited shares (a) Marius Kloppers . . . . . . . . . . . Marcus Randolph . . . . . . . . . . Alex Vanselow . . . . . . . . . . . . Karen Wood . . . . . . . . . . . . . . J. Michael Yeager . . . . . . . . . . Paul Anderson . . . . . . . . . . . . . Don Argus . . . . . . . . . . . . . . . . Carlos Cordeiro . . . . . . . . . . . . David Crawford . . . . . . . . . . . . E. Gail de Planque . . . . . . . . . . David Jenkins . . . . . . . . . . . . . David Morgan . . . . . . . . . . . . . Wayne Murdy (b) . . . . . . . . . . . Jacques Nasser . . . . . . . . . . . . John Schubert . . . . . . . . . . . . . Charles Goodyear . . . . . . . . . . BHP Billiton Plc shares (a) Marius Kloppers . . . . . . . . . . . . Alberto Calderon . . . . . . . . . . . Andrew Mckenzie . . . . . . . . . . Paul Anderson . . . . . . . . . . . . . Alan Boeckmann . . . . . . . . . . . John Buchanan . . . . . . . . . . . . . David Jenkins . . . . . . . . . . . . . . Keith Rumble (b) . . . . . . . . . . . . David Brink . . . . . . . . . . . . . . . Charles Goodyear . . . . . . . . . . .	Held at 30 June 2007 (c) — 175,437 52,900 45,656 — 106,000 321,890 6,550 33,127 3,580 2,066 146,550 5,600 23,675 998,755 Held at 30 June 2007 (c) 396,683 — 4,000 20,000 10,000 70,000 2,000	Purchases 160 157 157 157 134 — — — — — — — — — — Purchases — 156 — — — — —	Received on exercise of options or rights — — — — — — — — — — — — — — — Received on exercise of options or rights — — — — — — —	Disposals — — — — — — — — — — — — — — — Disposals — — — — — — —	Held at 30 June 2008 (c) 160 175,594 53,057 45,813 134 106,000 321,890 6,550 33,127 3,580 2,066 146,550 4,030 5,600 23,675 998,755 Held at 30 June 2008 (c) 396,683 156 55,000 4,000 — 20,000 10,000 7,000 70,000 2,000	Purchases 168 172 168 168 210 — — — — 1,600 — — — — — Purchases — 188 — — — — — 5,000	Received on exercise of options or rights — 61,654 48,663 43,178 6,614 — — — — — — — — — — Received on exercise of options or rights 90,071 — — — — — — —	Disposals — 120,000 2,000 17,200 — — — — — — — — — — — Disposals 43,234 — — — — — — —	Held at 30 June 2009 (c)
										328 117,420 99,888 71,959 6,958 106,000 321,890 6,550 33,127 5,180 2,066 146,550 4,030 5,600 23,675 Held at 30 June 2009 (c)
										443,520 344 55,000 4,000 — 20,000 10,000 12,000

(a) All interests are beneficial and includes holdings of American depositary shares and shares held in the name of the spouse, superannuation fund and/or nominee.

(b) Mr Rumble’s balance reflects his holding as at appointment date, 1 September 2008, and Mr Murdy’s balance reflects his holding as at appointment date, 18 June 2009.

BHP BILLITON 2009 FINANCIAL STATEMENTS

Notes to the Financial Statements—(continued)

Directors and their personally related entities receive the same dividends and bonus share entitlements as those available to other holders of the same class of shares. Partly paid shares did not participate in dividends.

Refer to note 34 for details of the employee share ownership plans referred to above.

Transactions with Key Management Personnel

During the year, Alex Vanselow purchased products from the Group totalling US$29,613 on normal commercial terms and conditions (2008: Alex Vanselow US$22,802).

There are no amounts payable at 30 June 2009 (2008: US$ nil).

Loans with Key Management Personnel

There are US$ nil loans (2008: US$ nil) with Key Management Personnel.

Transactions with personally-related entities

A number of Directors or former Directors of the Group hold or have held positions in other companies, where it is considered they control or significantly influence the financial or operating policies of those entities. One of those entities, Fluor Corporation, is considered to be a personally related entity of Mr Alan Boeckmann. Mr Boeckmann was elected as a director to the Group in September 2008. During FY2009, Fluor Corporation provided products and services to the Group totalling US$222.821 million (2008: US$ nil) in accordance with normal terms and conditions. As at 30 June 2009, US$3.473 million was owing by the Group to Fluor Corporation (2008: US$ nil).

33 Related party transactions

Subsidiaries

The percentage of ordinary shares in significant subsidiaries is disclosed in note 27 to the financial statements.

Jointly controlled entities

The percentage interest held in significant jointly controlled entities is disclosed in note 28 to the financial statements.

Jointly controlled assets

The percentage interest held in significant jointly controlled assets is disclosed in note 29 to the financial statements.

Key Management Personnel

Disclosures relating to Key Management Personnel are set out in note 32 to the financial statements.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-86

Notes to the Financial Statements—(continued)

Transactions with related parties

*Transactions with related parties*
Sales of goods/services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase of goods/services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividend income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Jointly controlled entities (a) 2009 2008 US$M US$M 13.911 7.524 226.781 361.578 0.125 0.515 — 0.006 — —	Transactions with other relatedparties (b)
	2009 US$M 13.911 226.781 0.125 — —	2009 US$M — — — — —	2008
			US$M — — — — —

(a) Disclosures in respect of transactions with jointly controlled entities represent the amount of such transactions which do not eliminate on proportional consolidation.
(b) Excludes disclosures relating to post-employment benefit plans for the benefit of the Group employees. These are shown in note 31.

Transactions between each parent company and its subsidiaries, which are related parties of that company, are eliminated on consolidation and are not disclosed in this note.

Outstanding balances arising from sales/purchases of goods and services with related parties

Amounts owing to related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amounts owing from related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Jointly controlled entities (a)	Jointly controlled entities (a)	Transactions with other relatedparties	Transactions with other relatedparties
	2009 US$M 63.640 10.190	2008	2009 US$M — —	2008 US$M — —
		US$M 55.828 12.847

(a) Disclosures in respect of amounts owing to/from jointly controlled entities represent those balances which do not eliminate upon proportional consolidation.

Terms and conditions

Sales to and purchases from related parties of goods and services are made in arm’s length transactions at normal market prices and on normal commercial terms.

Outstanding balances at year end are unsecured and settlement occurs in cash.

No guarantees are provided or received for any related party receivables or payables.

No provision for doubtful debts has been recognised in relation to any outstanding balances and no expense has been recognised in respect of bad or doubtful debts due from related parties.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-87

Notes to the Financial Statements—(continued)

34 Employee share ownership plans

Employee share awards—current plans

Employee share awards—current plans
2009 BHP Billiton Plc Long Term Incentive Plan Performance Shares (a) . . . . . . . . . . . . . . . . . . . . . . . . . . Group Incentive Scheme Performance Shares (a) . . . . . . . . . . . . . . . . . . . . . . . . . . Group Incentive Scheme Deferred Shares (a) . . . . . . . . . . . . . . . . . . . . . . . . . . Group Incentive Scheme Options (a) . . . . . . . —weighted average exercise price—£ . . . . . . . . . . . . . . . . . . . . . . . . . . —weighted average share price—£ . . . . . . . . . . . . . . . . . . . . . . . . . . —weighted average remaining contractual term for outstanding options—days . . . . . Management Award Plan Restricted Shares (a) . . . . . . . . . . . . . . . . . . . . . . . . . . Shareplus Matched Shares (b) . . . . . . . . . . . . BHP Billiton Limited Long Term Incentive Plan Performance Shares (a) . . . . . . . . . . . . . . . . . . . . . . . . . . Group Incentive Scheme Performance Shares (a) . . . . . . . . . . . . . . . . . . . . . . . . . . Group Incentive Scheme Deferred Shares (a) . . . . . . . . . . . . . . . . . . . . . . . . . . Group Incentive Scheme Options (a) . . . . . . . —weighted average exercise price—A$ . . . . . . . . . . . . . . . . . . . . . . . . . —weighted average share price—A$ . . . . . . . . . . . . . . . . . . . . . . . . . —weighted average remaining contractual term for outstanding options—days . . . . . Management Award Plan Restricted Shares (a) . . . . . . . . . . . . . . . . . . . . . . . . . . Shareplus Matched Shares (b) . . . . . . . . . . . .	Number of awards on issue at the beginning of the financial year	Number of awards issued during the year	Number of awards vested and exercised	Number of awards lapsed	Number of awards remaining at the end of the financial year	Number of awards vested and exercisable at the end of the financial year
	8,194,079 150,687 1,456,483 641,124 10.60 — 305,468	550,839 — 679,170 957,588 10.89 1,052,500 405,841	— 101,865 599,621 172,951 7.90 14.34 8,666 68,280	486,168 7,800 67,301 12,044 8.59 84,224 26,434	8,258,750 41,022 1,468,731 1,413,717 11.14 364 959,610 616,595		— 41,022 367,762 289,088 8.81 — — — 77,651 874,599 483,068 22.74 — —
	20,260,877 639,287 3,422,157 1,331,293 25.05 — 985,333	1,350,000 — 1,980,820 1,182,159 29.15 2,484,233 1,270,067	7,750 523,548 1,621,584 522,906 15.95 35.14 15,556 91,125	1,271,996 38,088 71,956 5,225 11.11 115,730 81,444	20,331,131 77,651 3,709,437 1,985,321 29.92 340 2,352,947 2,082,831

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-88

Notes to the Financial Statements—(continued)

2008 BHP Billiton Plc Long Term Incentive Plan Performance Shares (a) . . . . . . . . . . . . . . . . . . . . . . . . . Group Incentive Scheme Performance Shares (a) . . . . . . . . . . . . . . . . . . . . . . . . . Group Incentive Scheme Deferred Shares (a) . . . . . . . . . . . . . . . . . . . . . . . . . Group Incentive Scheme Options (a) . . . . . . —weighted average exercise price—£ . . . . . . . . . . . . . . . . . . . . . . . . . —weighted average share price—£ . . . . . . . . . . . . . . . . . . . . . . . . . —weighted average remaining contractual term for outstanding options—days . . . . Shareplus Matched Shares (b) . . . . . . . . . . . BHP Billiton Limited Long Term Incentive Plan Performance Shares (a) . . . . . . . . . . . . . . . . . . . . . . . . . Group Incentive Scheme Performance Shares (a) . . . . . . . . . . . . . . . . . . . . . . . . . Group Incentive Scheme Deferred Shares (a) . . . . . . . . . . . . . . . . . . . . . . . . . Group Incentive Scheme Options (a) . . . . . . —weighted average exercise price—A$ . . . . . . . . . . . . . . . . . . . . . . . . —weighted average share price—A$ . . . . . . . . . . . . . . . . . . . . . . . . —weighted average remaining contractual term for outstanding options—days . . . . Shareplus Matched Shares (b) . . . . . . . . . . .	Number of awards on issue at the beginning of the financial year	Number of awards issued during the year	Number of awards vested and exercised	Number of awards lapsed	Number of awards remaining at the end of the financial year 8,194,079 150,687 1,456,483 641,124 10.60 237 305,468 20,260,877 639,287 3,422,157 1,331,293 25.05 260 985,333	Number of awards vested and exercisable at the end of the financial year
	6,311,626 594,363 1,670,111 723,632 7.86 —	2,340,993 — 515,152 177,158 16.51 321,587	15,000 319,210 709,074 259,666 7.00 16.90 5,270	443,540 124,466 19,706 — — 10,849		— 150,687 404,426 302,671 7.61 —
	16,766,200 1,915,489 4,211,961 2,067,911 16.26 —	6,018,068 — 1,104,588 320,094 43.61 1,027,618	— 1,073,121 1,878,079 1,056,712 13.47 40.28 12,770	2,523,391 203,081 16,313 — — 29,515		— 639,287 1,208,840 786,351 17.14 —

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-89

Notes to the Financial Statements—(continued)

2007 BHP Billiton Plc Long Term Incentive Plan Performance Shares (a) . . . . . . . . . . . . . . . . . . . . . . . . . Group Incentive Scheme Performance Shares (a) . . . . . . . . . . . . . . . . . . . . . . . . . Group Incentive Scheme Deferred Shares (a) . . . . . . . . . . . . . . . . . . . . . . . . . Group Incentive Scheme Options (a) . . . . . . —weighted average exercise price—£ . . . . . . . . . . . . . . . . . . . . . . . . . —weighted average share price—£ . . . . . . . . . . . . . . . . . . . . . . . . . —weighted average remaining contractual term for outstanding options—days . . . . BHP Billiton Limited Long Term Incentive Plan Performance Shares (a) . . . . . . . . . . . . . . . . . . . . . . . . . Group Incentive Scheme Performance Shares (a) . . . . . . . . . . . . . . . . . . . . . . . . . Group Incentive Scheme Deferred Shares (a) . . . . . . . . . . . . . . . . . . . . . . . . . Group Incentive Scheme Options (a) . . . . . . —weighted average exercise price—A$ . . . . . . . . . . . . . . . . . . . . . . . . —weighted average share price—A$ . . . . . . . . . . . . . . . . . . . . . . . . —weighted average remaining contractual term for outstanding options—days . . . .	Number of awards on issue at the beginning of the financial year	Number of awards issued during the year	Number of awards vested and exercised	Number of awards lapsed	Number of awards remaining at the end of the financial year 6,311,626 594,363 1,670,111 723,632 7.86 179 16,766,200 1,915,489 4,211,961 2,067,911 16.26 175	Number of awards vested and exercisable at the end of the financial year
	4,941,466 1,946,513 2,274,916 876,223 6.62	2,567,500 — 642,078 167,565 9.72	45,000 1,117,246 1,209,510 317,746 5.42 10.58	1,152,340 234,904 37,373 2,410 9.18		— 336,539 238,406 250,165 5.45
	11,479,084 5,205,019 5,180,015 2,248,014 14.71	7,370,058 — 1,488,581 242,596 26.28	15,000 2,709,601 2,339,938 389,664 12.92 27.86	2,067,942 579,929 116,697 33,035 23.96		— 1,479,701 1,018,470 1,402,249 12.87

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-90

Notes to the Financial Statements—(continued)

Fair value and assumptions in the calculation of fair value

Weighted average fair value of awards granted during the year (c)	Weighted average fair value of awards granted during the year (c)	Risk-free interest rate (d)	Estimated life of awards 5 years 3 years 3 years 3 years 3 years 5 years 3 years 3 years 3 years 3 years Estimated life of awards	Share price at grant date	Estimated volatility of shareprice (e)
US$ 13.55 19.90 6.34 34.84 31.66 15.74 24.94 8.46 39.97 36.11 Weighted average fair value of awards granted during the year (c)		3.30% 5.69% 5.69% n/a 6.52% 3.30% 6.39% 6.39% n/a 5.93% Risk-free interest rate (d)		£ 18.41 n/a £ 18.41 £ 18.41 £ 17.44 A$44.40 n/a A$44.40 A$44.40 A$42.06 Share price at grant date	28.9% n/a 35.0% n/a n/a 28.9% n/a 30.0% n/a n/a Estimated volatility of shareprice (e)
	US$ 10.33 31.37 7.98 21.50 11.04 34.28 9.50 23.49	5.00% 4.76% 4.76% 6.64% 5.00% 5.79% 5.79% 6.35%	5 years 3 years 3 years 3 years 5 years 3 years 3 years 3 years	£ 13.90 n/a £ 15.45 £ 11.68	26.0% n/a 31.0% n/a 26.0% n/a 27.0% n/a
				A$35.03 n/a A$42.05 A$30.30

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-91

Notes to the Financial Statements—(continued)

2007 BHP Billiton Plc Long Term Incentive Plan Performance Shares (a) . . . . . . . . . . . . . . . . . . . . . . . . Group Incentive Scheme Deferred Shares (a) . . . . . . . . . . . . . . . . . . . . . . . . Group Incentive Scheme Options (a) . . . . BHP Billiton Limited Long Term Incentive Plan Performance Shares (a) . . . . . . . . . . . . . . . . . . . . . . . . Group Incentive Scheme Deferred Shares (a) . . . . . . . . . . . . . . . . . . . . . . . . Group Incentive Scheme Options (a) . . . .	Weighted average fair value of awards granted during the year (c)	Weighted average fair value of awards granted during the year (c)	Risk-free interest rate (d)	Estimated life of awards	Estimated life of awards	Share price at grant date	Estimated volatility of shareprice (e)	Dividend yield
		US$ 4.90 15.71 4.41 6.43 17.50 4.93	5.16% 4.11% 4.11% 6.24% 5.14% 5.14%		5 years 3 years 3 years 5 years 3 years 3 years	£ 10.49 n/a £ 9.72	25.0% n/a 30.0% 25.0% n/a 26.0%	1.68% n/a 1.78% 1.51% n/a 1.61%
						A$29.00 n/a A$26.40

Employee share awards—past plans[(f)]

2009 BHP Billiton Plc Restricted Share Scheme . . . . . . . . . . Co-Investment Plan . . . . . . . . . . . . . . BHP Billiton Limited Employee Share Plan Options . . . . . . —weighted average exercise price—A$ . . . . . . . . . . . . . . . . . . . . Employee Share Plan Shares . . . . . . . Executive Share Scheme Partly Paid Shares . . . . . . . . . . . . . . . . . . . . . . . Performance Share Plan Performance Rights . . . . . . . . . . . . . . . . . . . . . . .	Number of awards at the beginning of the financial year 76,633 27,776 4,620,131 7.59 11,039,818 274,918 357,607	Number of awards issued — — — — — — —	Number of awards exercised 26,915 3,729 2,229,098 7.25 1,905,055 85,000 262,569	Number of awards lapsed 49,718 — 758,900 6.10 — — —	Number of awards remaining at the end of the financialyear — 24,047 1,632,133 8.38 9,134,763 189,918 95,038	Number of awards exercisable at the end of the financialyear	Number of awards exercisable at the end of the financialyear
							— 24,047 1,632,133 8.38 9,134,763 189,918 95,038

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-92

Notes to the Financial Statements—(continued)

2008 BHP Billiton Plc Restricted Share Scheme . . . . . . . . . . Co-Investment Plan . . . . . . . . . . . . . . BHP Billiton Limited Employee Share Plan Options . . . . . . —weighted average exercise price—A$ . . . . . . . . . . . . . . . . . . . . Employee Share Plan Shares . . . . . . . Executive Share Scheme Partly Paid Shares . . . . . . . . . . . . . . . . . . . . . . . Performance Share Plan Performance Rights . . . . . . . . . . . . . . . . . . . . . . . 2007 BHP Billiton Plc Restricted Share Scheme . . . . . . . . . . Co-Investment Plan . . . . . . . . . . . . . . BHP Billiton Limited Employee Share Plan Options . . . . . . —weighted average exercise price—A$ . . . . . . . . . . . . . . . . . . . . Employee Share Plan Shares . . . . . . . Executive Share Scheme Partly Paid Shares . . . . . . . . . . . . . . . . . . . . . . . Performance Share Plan Performance Rights . . . . . . . . . . . . . . . . . . . . . . . Bonus Equity Share Plan Shares . . . .	Number of awards at the beginning of the financial year 76,633 32,746 7,725,422 7.65 12,501,289 274,918 518,942 Number of awards at the beginning of the financial year 105,777 50,416 10,556,715 7.76 14,153,576 274,918 1,011,999 47,662	Number of awards issued — — — — — — — Number of awards issued — — — — — — — —	Number of awards exercised — 4,970 3,092,470 7.74 1,461,471 — 161,335 Number of awards exercised 29,144 17,670 2,652,195 8.06 1,652,287 — 493,057 47,662	Number of awards lapsed — — 12,821 6.92 — — — Number of awards lapsed — — 179,098 7.88 — — — —	Number of awards remaining at the end of the financialyear 76,633 27,776 4,620,131 7.59 11,039,818 274,918 357,607 Number of awards remaining at the end of the financialyear 76,633 32,746 7,725,422 7.65 12,501,289 274,918 518,942 —	Number of awards exercisable at the end of the financialyear
						76,633 27,776
						4,620,131 7.59 11,039,818 274,918 357,607
						Number of awards exercisable at the end of the financialyear
						76,633 32,746
						7,725,422 7.65 12,501,289 274,918 518,942 —

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-93

Notes to the Financial Statements—(continued)

Employee share awards—summary[(h) (i)]

Awards outstanding at: Month of issue 30 June 2009 8 September 2009 BHP Billiton Plc Long Term Incentive Plan Performance Shares December 2008 . . . . . . . . . . . . . . . . . . . . . . 550,839 550,839 December 2007 . . . . . . . . . . . . . . . . . . . . . . 2,051,076 2,039,201 December 2006 . . . . . . . . . . . . . . . . . . . . . . 2,049,041 2,041,166 December 2005 . . . . . . . . . . . . . . . . . . . . . . 2,084,708 2,080,833 December 2004 . . . . . . . . . . . . . . . . . . . . . . 1,523,086 738,370 8,258,750 7,450,409 Group Incentive Scheme Deferred Shares December 2008 . . . . . . . . . . . . . . . . . . . . . . 635,714 609,828 December 2007 . . . . . . . . . . . . . . . . . . . . . . 465,255 285,522 December 2006 . . . . . . . . . . . . . . . . . . . . . . 202,911 172,406 December 2005 . . . . . . . . . . . . . . . . . . . . . . 128,256 128,256 December 2004 . . . . . . . . . . . . . . . . . . . . . . 36,595 — Options December 2008 . . . . . . . . . . . . . . . . . . . . . . 953,496 953,496 December 2007 . . . . . . . . . . . . . . . . . . . . . . 171,133 171,133 December 2006 . . . . . . . . . . . . . . . . . . . . . . 92,932 90,283 December 2005 . . . . . . . . . . . . . . . . . . . . . . 164,030 156,839 December 2004 . . . . . . . . . . . . . . . . . . . . . . 32,126 — Performance Shares December 2004 . . . . . . . . . . . . . . . . . . . . . . 11,459 5,324 November 2003 . . . . . . . . . . . . . . . . . . . . . . 29,563 — 2,923,470 2,573,087 Management Award Plan November 2008 and March 2009 . . . . . . . . 959,610 949,054 959,610 949,054 Shareplus September 2008 to June 2009 . . . . . . . . . . . 364,222 348,708 September 2007 to June 2008 . . . . . . . . . . . 252,373 246,757 616,595 595,465 Co-Investment Plan October 2001 . . . . . . . . . . . . . . . . . . . . . . . . 24,047 24,047 24,047 24,047 BHP Billiton Limited Long Term Incentive Plan Performance Shares December 2008 . . . . . . . . . . . . . . . . . . . . . . 1,350,000 1,350,000 December 2007 . . . . . . . . . . . . . . . . . . . . . . 5,431,357 5,340,805 December 2006 . . . . . . . . . . . . . . . . . . . . . . 5,076,014 5,009,588 December 2005 . . . . . . . . . . . . . . . . . . . . . . 4,950,742 4,932,036 December 2004 . . . . . . . . . . . . . . . . . . . . . . 3,523,018 1,805,008 20,331,131 18,437,437	Exerciseprice (g) — — — — — — — — — — £10.89 £16.51 £ 9.72 £ 8.82 £ 6.11 — — — — — — — — — — —	Exerciseperiod/release date
		Aug 2013 – Aug 2018 Aug 2012 – Aug 2017 Aug 2011 – Aug 2016 Aug 2010 – Aug 2015 Aug 2009 – Aug 2014 Aug 2010 – Aug 2013 Aug 2009 – Aug 2012 Aug 2008 – Aug 2011 Aug 2007 – Aug 2010 Aug 2006 – Aug 2009 Aug 2010 – Aug 2013 Aug 2009 – Aug 2012 Aug 2008 – Aug 2011 Aug 2007 – Aug 2010 Aug 2006 – Aug 2009 Aug 2007 – Aug 2010 Aug 2006 – Aug 2009 Aug 2011 – Aug 2014 Apr 2012 Apr 2011 Oct 2003 – Sep 2011 Aug 2013 – Aug 2018 Aug 2012 – Aug 2017 Aug 2011 – Aug 2016 Aug 2010 – Aug 2015 Aug 2009 – Aug 2014

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-94

Notes to the Financial Statements—(continued)

Employee share awards—summary

Awards outstanding at: Month of issue 30 June 2009 8 September 2009 Group Incentive Scheme Deferred Shares December 2008 . . . . . . . . . . . . . . . . . . . . . . 1,880,409 1,846,702 December 2007 . . . . . . . . . . . . . . . . . . . . . . 954,429 576,104 December 2006 . . . . . . . . . . . . . . . . . . . . . . 456,618 404,232 December 2005 . . . . . . . . . . . . . . . . . . . . . . 372,526 254,806 December 2004 . . . . . . . . . . . . . . . . . . . . . . 45,455 — Options December 2008 . . . . . . . . . . . . . . . . . . . . . . 1,182,159 1,182,159 December 2007 . . . . . . . . . . . . . . . . . . . . . . 320,094 320,094 December 2006 . . . . . . . . . . . . . . . . . . . . . . 176,201 162,868 December 2005 . . . . . . . . . . . . . . . . . . . . . . 250,454 212,262 December 2004 . . . . . . . . . . . . . . . . . . . . . . 56,413 — Performance Shares December 2004 . . . . . . . . . . . . . . . . . . . . . . 18,885 18,885 November 2003 . . . . . . . . . . . . . . . . . . . . . . 58,766 — 5,772,409 4,978,112 Management Award Plan November 2008 and March 2009 . . . . . . . . 2,352,947 2,284,303 2,352,947 2,284,303 Shareplus September 2008 to June 2009 . . . . . . . . . . . 1,207,391 1,186,724 September 2007 to June 2008 . . . . . . . . . . . 875,440 861,943 2,082,831 2,048,667 Performance Share Plan Performance Rights November 2001 (LTI) . . . . . . . . . . . . . . . . . 95,038 69,192 95,038 69,192 Employee Share Plan Options November 2001 . . . . . . . . . . . . . . . . . . . . . . 623,360 529,560 November 2001 . . . . . . . . . . . . . . . . . . . . . . 265,983 265,983 December 2000 . . . . . . . . . . . . . . . . . . . . . . 337,514 284,854 December 2000 . . . . . . . . . . . . . . . . . . . . . . 35,365 35,365 November 2000 . . . . . . . . . . . . . . . . . . . . . . 142,492 142,492 November 2000 . . . . . . . . . . . . . . . . . . . . . . 206,768 190,247 April 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . 20,651 20,651 1,632,133 1,469,152 Employee Share Plan Shares October 1997 . . . . . . . . . . . . . . . . . . . . . . . . 1,488,937 1,463,123 May 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,492,369 2,444,872 May 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,761,117 1,721,880 May 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,413,561 1,376,389 May 1992 . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,171,325 1,138,283 April 1991 . . . . . . . . . . . . . . . . . . . . . . . . . . 731,871 711,220 April 1990 . . . . . . . . . . . . . . . . . . . . . . . . . . 75,583 73,518 9,134,763 8,929,285 Executive Share Scheme Partly Paid Shares October 1997 . . . . . . . . . . . . . . . . . . . . . . . . 74,959 74,959 October 1996 . . . . . . . . . . . . . . . . . . . . . . . . 74,959 74,959 October 1995 . . . . . . . . . . . . . . . . . . . . . . . . 40,000 40,000 189,918 189,918	Exerciseprice (a) — — — — — A$29.15 A$43.61 A$26.28 A$21.91 A$15.39 — — — — — — A$ 8.30 A$ 8.29 A$ 8.72 A$ 8.71 A$ 8.28 A$ 8.27 A$ 7.60 — — — — — — — — — —	Exerciseperiod/release date
		Aug 2010 – Aug 2013 Aug 2009 – Aug 2012 Aug 2008 – Aug 2011 Aug 2007 – Aug 2010 Aug 2006 – Aug 2009 Aug 2010 – Aug 2013 Aug 2009 – Aug 2012 Aug 2008 – Aug 2011 Aug 2007 – Aug 2010 Aug 2006 – Aug 2009 Aug 2007 – Aug 2010 Aug 2006 – Aug 2009 Aug 2011 – Aug 2014 Apr 2012 Apr 2011 Oct 2004 – Aug 2011 Oct 2004 – Sep 2011 Oct 2004 – Sep 2011 Jul 2003 – Dec 2010 Jul 2003 – Dec 2010 Jul 2003 – Dec 2010 Jul 2003 – Dec 2010 Apr 2003 – Apr 2010 Oct 1997 – Oct 2017 May 1995 – May 2015 May 1994 – May 2014 May 1993 – May 2013 May 1992 – May 2012 Apr 1991 – Apr 2011 Apr 1990 – Apr 2010 Oct 1997 – Oct 2017 Oct 1996 – Oct 2016 Oct 1995 – Oct 2015

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-95

Notes to the Financial Statements—(continued)

(a) Awards are made to senior management under four active employee ownership plans in BHP Billiton for FY2009: the Long Term Incentive Plan (LTIP), Group Incentive Scheme (GIS), Management Award Plan (MAP) and Group Incentive Short-Term Scheme (GSTIP). These awards take the form of Performance Shares, Deferred Shares and/or Options, and Restricted Shares in either BHP Billiton Plc or BHP Billiton Limited. Awards made are subject to performance hurdles (LTIP) and service conditions (all plans). Subject to the performance conditions and service conditions being met and the extent to which they are met, the awards will vest and the participant will become entitled to the appropriate number of ordinary shares or, if relevant, entitled to exercise options over the relevant number of ordinary shares. A description of the plans follows:

(i) GIS and GSTIP

The GIS awards are split equally between a cash award (being a percentage of base salary) and a grant of Deferred Shares and/or Options. During FY2009 the Group has introduced the GSTIP, which is a replacement plan to the GIS for employees below GMC. Awards are split equally between a cash award (being a percentage of base salary) and a grant of Deferred Shares and/or Options. Deferred Shares and/or Options are subject to a two-year vesting period before they can be exercised. If, during that period, an individual resigns without the Remuneration Committee’s consent, or is dismissed for cause, their entitlement is forfeited. Deferred Shares and/or Options in respect of FY2009 will be awarded during FY2010.

(ii) LTIP and MAP

The LTIP awards are in the form of Performance Shares, and are awarded annually. The Performance Hurdle applicable to the awards granted requires BHP Billiton’s Total Shareholder Return (TSR) over a five-year performance period to be greater than the weighted average TSR of a peer group of companies. To the extent that the Performance Hurdle is not achieved, awards are forfeited. There is no retesting. For all Performance Shares to vest, BHP Billiton’s TSR must exceed the weighted average TSR of the Index by a specified percentage, determined each year by the Committee. Since the establishment of the LTIP in 2004, this percentage has been set each year at 5.5 per cent. For performance between the weighted average TSR of the Index and 5.5 per cent per annum above the Index, vesting occurs on a sliding scale.

During FY2009 the Group has introduced the MAP, which is a replacement plan to the LTIP for employees below GMC. Under the MAP participants receive an Award of Restricted Shares, the number of which is determined by role, performance and organisation level. There are no performance conditions attached to the Award and all the shares that have been granted will vest at the end of three years providing participants remain in employment over that time.

Participants in all award plans are eligible to receive a payment equal to the dividend amount that would have been earned on the underlying shares represented by the Deferred Shares, Options, Restricted Shares and Performance Shares awarded to those participants (the Dividend Equivalent Payment). The Dividend Equivalent Payment is made to the participants once the underlying shares are issued or transferred to them. No Dividend Equivalent Payment is made in respect of Deferred Shares, Options and Performance Shares that lapse.

(b) Shareplus, an all-employee share purchase plan, commenced in April 2007. Employees may contribute up to US$5,000 to acquire shares (Acquired Shares) in any Plan year. On the third anniversary of a Plan year, the Company will match the number of Acquired Shares held by the employee at that time. The employees have no beneficial entitlement to the Matched Shares until they are awarded. Acquired Shares are

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-96

Notes to the Financial Statements—(continued)

purchased on a quarterly basis with the first purchase occurring in September 2007. Employees can sell their Acquired Shares at any time. If, prior to the third anniversary, an individual resigns without the Remuneration Committee’s consent, or is dismissed for cause, their entitlement is forfeited.

(c) The fair value of awards as presented in the tables above represents the fair value at grant date. The fair values of awards granted were estimated using a Monte Carlo simulation methodology, Black-Scholes option pricing technique and net present value technique.
(d) The risk-free interest rate used for the LTIP is an annual compound rate. The risk-free interest rate used for the GIS Options and Deferred Shares is a government bond rate.
(e) Historical volatility has been used to estimate the volatility of the share price.
(f) Awards issued under these plans occurred before 7 November 2002 and as such are exempt from the provisions of IFRS 2 ‘Share-based Payment’. Details of these plans have been provided here for information purposes only.
(g) Exercise price on awards issued is equal to the exercise price as per awards outstanding.
(h) Shares issued on exercise of awards under BHP Billiton’s employee share ownership plans include shares purchased on-market.
(i) In respect of employee share awards, the Group utilises the following trusts:
(i) The Billiton Employee Share Ownership Plan Trust (the Trust) is a discretionary trust for the benefit of all employees of BHP Billiton Plc and its subsidiaries. The trustee is an independent company, resident in Jersey. The Trust uses funds provided by BHP Billiton Plc and/or its subsidiaries as appropriate to acquire ordinary shares to enable awards to be made or satisfied under the LTIP, MAP, GIS, GSTIP, RSS, CIP, Shareplus and other employee share schemes operated by BHP Billiton Plc from time to time. The ordinary shares may be acquired by purchase in the market or by subscription at not less than nominal value.
(ii) The BHP Performance Share Plan Trust (PSP Trust) is a discretionary trust established to distribute shares under selected BHP Billiton Limited employee share plan schemes. The trustee of the trust is BHP Billiton Employee Plan Pty Ltd, an Australian company. The trust uses funds provided by BHP Billiton Limited and/or its subsidiaries to acquire shares on market to satisfy exercises made under the LTIP, MAP, GIS, GSTIP and PSP.
(iii) The BHP Billiton Limited Executive Incentive Schemes Trust (BEIS Trust) is a discretionary trust established for the purposes of holding shares in BHP Billiton Limited to satisfy exercises made under the LTIP, MAP, GIS, GSTIP, Shareplus and other employee share schemes operated by BHP Billiton Limited from time to time.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-97

Notes to the Financial Statements—(continued)

35 Employees

Average number of employees (a) Petroleum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Aluminium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Base Metals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diamonds and Specialty Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stainless Steel Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Iron Ore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Manganese . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Metallurgical Coal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Energy Coal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Group and unallocated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 Number 2,105 4,938 7,731 1,923 4,039 3,254 2,532 3,892 8,437 2,139 40,990	2008 Number 2,143 5,145 7,443 2,043 4,223 3,105 2,142 3,680 9,183 2,625 41,732	2007 Number
			2,299 4,903 6,545 1,853 3,626 2,809 2,076 3,564 9,595 2,677
			39,947

(a) Average employee numbers include executive Directors, 100 per cent of employees of subsidiary companies, and our share of proportionally consolidated entities and operations. Part-time employees are included on a full-time equivalent basis. Employees of businesses acquired or disposed of during the year are included for the period of ownership. People employed by contractors are not included.

36 Auditor’s remuneration

36 Auditor’s remuneration
Fees payable to the Group’s auditor for audit services Audit of the Group’s annual report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Audit of subsidiaries and associates pursuant to legislation (a) . . . . . . . . . . . . . . . . . . . Total audit services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fees payable to the Group’s auditor for other services Other services pursuant to legislation (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other services relating to taxation (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other services relating to corporate finance (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . All other services (e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total other services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 US$M 4.149 10.492 14.641 6.050 0.068 3.571 0.762 10.451 25.092	2008 US$M 3.517 10.159 13.676 5.009 0.063 3.253 1.085 9.410 23.086	2007
			US$M 2.977 8.167
			11.144
			6.542 0.198 0.212 0.374
			7.326
			18.470

All amounts were paid to KPMG or KPMG affiliated firms.

(a) This amount includes audit fees of US$0.079 million (2008: US$0.100 million; 2007: US$0.158 million) for pension funds and statutory audit of subsidiaries and other audit work performed in relation to the Group’s Annual Report by KPMG non-head office teams. For UK purposes this would be classified as a separate component of ‘other services’.
(b) Mainly includes review of half-year reports and audit work in relation to compliance with Section 404 of the US Sarbanes-Oxley Act.
(c) Mainly includes tax compliance services.
(d) Mainly includes services in connection with acquisitions, divestments and debt raising transactions.
(e) Mainly includes advice on accounting matters and performing other procedures of an audit nature.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-98

Notes to the Financial Statements—(continued)

37 Subsequent events

Other than the matters outlined elsewhere in these financial statements, no matters or circumstances have arisen since the end of the financial year that have significantly affected, or may significantly affect, the operations, results of operations or state of affairs of the BHP Billiton Group in subsequent accounting periods.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-99

Supplementary oil and gas information—unaudited

Reserves and production

Proved oil and gas reserves and net crude oil and condensate, natural gas, LNG and NGL production information is included in the ‘Petroleum Reserves’ and ‘Production’ sections of this Annual Report.

Capitalised costs incurred relating to oil and gas exploration and production activities

The following table shows the aggregate capitalised costs relating to oil and gas exploration and production activities and related accumulated depreciation, depletion, amortisation and impairments.

Capitalised cost 2009 Unproved properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proved properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total costs (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: Accumulated depreciation, depletion, amortisation and impairments (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net capitalised costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capitalised cost 2008 Unproved properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proved properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total costs (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: Accumulated depreciation, depletion, amortisation and impairments (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net capitalised costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2007 Unproved properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proved properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total costs (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: Accumulated depreciation, depletion, amortisation and impairments (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net capitalised costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Australia/Asia US$M 224 8,416 8,640 (4,053) 4,587 193 7,291 7,484 (3,503) 3,981 107 5,962 6,069 (2,937) 3,132	Americas US$M 630 6,447 7,077 (1,628) 5,449 568 5,576 6,144 (1,047) 5,097 551 4,096 4,647 (647) 4,000	Europe/Africa/ Middle East US$M — 3,339 3,339 (2,775) 564 — 3,804 3,804 (3,031) 773 — 3,841 3,841 (2,820) 1,021	Total US$M 854 18,202 19,056 (8,456) 10,600 761 16,671 17,432 (7,581) 9,851 658 13,899 14,557 (6,404) 8,153

(a) Includes US$286 million (2008: US$286 million; 2007: US$286 million) attributable to prior year revaluations of fixed assets above historical costs and related accumulated amortisation thereof of US$249 million (2008: US$246 million; 2007: US$243 million).

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-100

Supplementary oil and gas information—unaudited (continued)

Costs incurred relating to oil and gas exploration and production activities

The following table shows costs incurred relating to oil and gas exploration and production activities (whether charged to expense or capitalised). Amounts shown include interest capitalised.

Property acquisition costs represent costs incurred to purchase or lease oil and gas properties. Exploration costs include costs of geological and geophysical activities and drilling of exploratory wells. Development costs were all incurred to develop booked proved undeveloped reserves.

2009 Acquisitions of proved property . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisitions of unproved property . . . . . . . . . . . . . . . . . . . . . . . . Exploration (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total costs (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2008 Acquisitions of proved property . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisitions of unproved property . . . . . . . . . . . . . . . . . . . . . . . . Exploration (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total costs (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2007 Acquisitions of proved property . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisitions of unproved property . . . . . . . . . . . . . . . . . . . . . . . . Exploration (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total costs (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Australia/Asia US$M — — 84 1,178 1,262 — — 124 1,017 1,141 — — 95 848 943	Americas US$M — 60 399 859 1,318 — — 554 1,178 1,732 334 261 286 962 1,843	Europe/Africa/ Middle East US$M — — 5 38 43 — — 14 8 22 — — 14 117 131	Total
				US$M — 60 488 2,075
				2,623
				— — 692 2,203
				2,895
				334 261 395 1,927
				2,917

(a) Represents gross exploration expenditure.

(b) Total costs include US$2,223 million (2008: US$2,583 million; 2007: US$2,665 million) capitalised during the year.

Results of operations from oil and gas producing activities

The following information is similar to the disclosures in note 2 to the financial statements ‘Business and geographical segments’ but differs in several respects as to the level of detail and geographic presentation. Amounts shown in the following table exclude interest income and financial expenses, and general corporate administrative costs. Petroleum general and administrative costs relating to oil and gas activities are included.

Income taxes were determined by applying the applicable statutory rates to pre-tax income with adjustments for permanent differences and tax credits. Certain allocations of tax provisions among geographic areas were necessary and are based on management’s assessment of the principal factors giving rise to the tax obligation.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-101

Supplementary oil and gas information—unaudited (continued)

Revenues are reflected net of royalties but before deduction of production taxes. Revenues include sales to affiliates but amounts are not significant.

2009 Oil and gas revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Production costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exploration expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation, depletion and amortisation . . . . . . . . . . . . . . . . . . . Production taxes (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Royalty related taxes (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Results of oil and gas producing activities (c) . . . . . . . . . . . . . . 2008 Oil and gas revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Production costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exploration expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation, depletion and amortisation . . . . . . . . . . . . . . . . . . Production taxes (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Royalty related taxes (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Results of oil and gas producing activities (c) . . . . . . . . . . . . . . . . 2007 Oil and gas revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Production costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exploration expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation, depletion and amortisation . . . . . . . . . . . . . . . . . . . Production taxes (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Royalty related taxes (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Results of oil and gas producing activities (c) . . . . . . . . . . . . . . . .	Australia/Asia US$M 4,557 (397) (55) (575) (300) 3,230 (970) (470) 1,790 5,013 (315) (88) (471) (237) 3,902 (1,710) (590) 1,602 3,309 (339) (57) (248) (196) 2,469 (506) (573) 1,390	Americas US$M 1,580 (196) (340) (609) — 435 (204) — 231 1,723 (130) (271) (380) — 942 (387) — 555 457 (41) (263) (153) — — (48) — (48)	Europe/Africa/ Middle East US$M 882 (161) (5) (177) (2) 537 (315) (11) 211 1,364 (192) — (252) (3) 917 (542) (5) 370 1,189 (173) (14) (277) (2) 723 (388) (1) 334	Total US$M 7,019 (754) (400) (1,361) (302) 4,202 (1,489) (481) 2,232 8,100 (637) (359) (1,103) (240) 5,761 (2,639) (595) 2,527 4,955 (553) (334) (678) (198) 3,192 (942) (574) 1,676

(a) Includes royalties and excise duty.

(b) Includes petroleum resource rent tax and petroleum revenue tax where applicable.

(c) Amounts shown exclude general corporate overheads and, accordingly, do not represent all of the operations attributable to the Petroleum segment presented in note 2 to the financial statements. There are no equity minority interests.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-102

Supplementary oil and gas information—unaudited (continued)

Standardised measure of discounted future net cash flows relating to proved oil and gas reserves (‘Standardised measure’)

The purpose of this disclosure is to provide data with respect to the estimated future net cash flows from future production of proved developed and undeveloped reserves of crude oil, condensate, natural gas liquids and natural gas.

The Standardised measure is based on the BHP Billiton Group’s estimated proved reserves, (as presented in section 2.14.1 ‘Petroleum Reserves’) and this data should be read in conjunction with that disclosure, which is hereby incorporated by reference into this section. The Standardised measure is prepared on a basis which presumes that year end economic and operating conditions will continue over the periods in which year end proved reserves would be produced. The effects of future inflation, future changes in exchange rates and expected future changes in technology, taxes and operating practices have not been included.

The Standardised measure is prepared by projecting the estimated future annual production of proved reserves owned at period end and pricing that future production at prices in effect at year end to derive future cash inflows. Future price increases may be considered only to the extent that they are provided by fixed contractual arrangements in effect at year end and are not dependent upon future inflation or exchange rate changes.

Future cash inflows are then reduced by future costs of producing and developing the year end proved reserves based on costs in effect at year end without regard to future inflation or changes in technology or operating practices. Future development costs include the costs of drilling and equipping development wells and construction of platforms and production facilities to gain access to proved reserves owned at year end. They also include future costs, net of residual salvage value, associated with the abandonment of wells, dismantling of production platforms and rehabilitation of drilling sites. Future cash inflows are further reduced by future income taxes based on tax rates in effect at year end and after considering the future deductions and credits applicable to proved properties owned at year end. The resultant annual future net cash flows (after deductions of operating costs including resource rent taxes, development costs and income taxes) are discounted at 10 per cent per annum to derive the Standardised measure.

There are many important variables, assumptions and imprecisions inherent in developing the Standardised measure, the most important of which are the level of proved reserves and the rate of production thereof. The Standardised measure is not an estimate of the fair market value of the BHP Billiton Group’s oil and gas reserves. An estimate of fair value would also take into account, among other things, the expected recovery of reserves in excess of proved reserves, anticipated future changes in prices, costs and exchange rates, anticipated future changes in secondary tax and income tax rates and alternative discount factors representing the time value of money and adjustments for risks inherent in producing oil and gas.

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-103

Supplementary oil and gas information—unaudited (continued)

Standardised measure 2009 Future cash inflows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Future production costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Future development costs (a)(b) . . . . . . . . . . . . . . . . . . . . . . . . Future income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Future net cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Discount at 10 per cent per annum . . . . . . . . . . . . . . . . . . . . Standardised measure 2008 Future cash inflows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Future production costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Future development costs (a)(b) . . . . . . . . . . . . . . . . . . . . . . . . Future income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Future net cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Discount at 10 per cent per annum . . . . . . . . . . . . . . . . . . . . Standardised measure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2007 Future cash inflows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Future production costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Future development costs (a)(b) . . . . . . . . . . . . . . . . . . . . . . . . Future income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Future net cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Discount at 10 per cent per annum . . . . . . . . . . . . . . . . . . . . Standardised measure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	Australia/Asia US$M 38,025 (14,475) (7,775) (3,843) 11,932 (5,266) 6,666 64,675 (23,848) (7,443) (10,219) 23,165 (8,686) 14,479 37,470 (12,380) (5,787) (5,997) 13,306 (5,436) 7,870	Americas US$M 14,400 (2,018) (2,263) (2,846) 7,273 (2,730) 4,543 30,513 (2,404) (1,887) (8,744) 17,478 (6,580) 10,898 13,702 (1,895) (1,809) (2,727) 7,271 (2,388) 4,883	Europe/Africa/ Middle East US$M 3,408 (823) (386) (1,261) 938 (142) 796 5,550 (1,517) (511) (2,044) 1,478 (239) 1,239 4,047 (1,216) (439) (1,470) 922 (130) 792	Total US$M 55,833 (17,316) (10,424) (7,950) 20,143 (8,138) 12,005 100,738 (27,769) (9,841) (21,007) 42,121 (15,505) 26,616 55,219 (15,491) (8,035) (10,194) 21,499 (7,954) 13,545

(a) Total future dismantlement, abandonment and rehabilitation obligations at 30 June 2009 are estimated to be US$2,693 million and this amount has been included in the Standardised measure calculation.

(b) Future costs to develop proved undeveloped reserves over the next three years are expected to be US$2,185 million (2010), US$2,102 million (2011) and US$1,131 million (2012).

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-104

Supplementary oil and gas information—unaudited (continued)

Changes in the Standardised measure are presented in the following table. The beginning of year and end of year totals are shown after reduction for income taxes and these, together with the changes in income tax amounts, are shown as discounted amounts (at 10 per cent per annum). All other items of change represent discounted amounts before consideration of income tax effects.

Changes in the Standardised measure Standardised measure at the beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . Revisions: Prices, net of production costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Revisions of quantity estimates (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accretion of discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Changes in production timing and other (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sales of oil and gas, net of production costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisitions of reserves-in-place . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sales of reserves-in-place . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Development costs incurred which reduced previously estimated development costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Extensions, discoveries, and improved recoveries, net of future costs . . . . . . . . . . . . Changes in future income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Standardised measure at the end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 US$M 26,616 (21,588) 1,100 3,998 (3,690) 6,436 (5,421) — — 2,075 1,056 7,859 12,005	2008 US$M 13,545 20,778 1,629 2,011 (1,792) 36,171 (7,156) — — 2,203 2,199 (6,801) 26,616	2007 US$M 13,832 500 331 2,006 (1,372) 15,297 (4,124) 52 (10) 1,927 737 (334) 13,545

(a) Changes in reserves quantities are shown in the Petroleum Reserves tables in section 2.14.1.

(b) Includes the effect of foreign exchange and changes in future development costs.

Accounting for suspended exploratory well costs

Refer to Accounting Policies ‘Exploration and evaluation expenditure’ for a discussion of the accounting policy applied to the cost of exploratory wells. Suspended wells are also reviewed in this context.

The following table presents the changes to capitalised exploratory well costs that were pending the determination of proved reserves for the three years ended 30 June 2009, 30 June 2008 and 30 June 2007.

Movement in capitalised exploratory well costs Balance at the beginning of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additions to capitalised exploratory well costs pending the determination of proved reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capitalised exploratory well costs charged to expense . . . . . . . . . . . . . . . . . . . . . . . . . . . Reclassifications to development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at the end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2009 US$M 245.9 122.4 (68.6) — 299.7	2008 US$M 236.3 111.2 (100.1) (1.5) 245.9	2007 US$M 215.7 100.3 (77.6) (2.1) 236.3

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-105

Supplementary oil and gas information—unaudited (continued)

The following table provides an ageing of capitalised exploratory well costs, based on the date the drilling was completed, and the number of projects for which exploratory well costs has been capitalised for a period greater than one year since the completion of drilling.

Ageing of capitalised exploratory well costs Exploratory well costs capitalised for a period of one year or less . . . . . . . . . . . . . . . . . . . Exploratory well costs capitalised for a period greater than one year . . . . . . . . . . . . . . . . . Balance at the end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Number of projects that have been capitalised for a period greater than one year . . .	2009 2008 US$M US$M 83.0 78.7 216.7 167.2 299.7 245.9 2009 2008 . . . 7 7	2007
		US$M 112.5 123.8
		236.3
		2007 6

BHP BILLITON 2009 FINANCIAL STATEMENTS

F-106

Exhibit 1.1

Constitution of BHP Billiton Limited ABN 49 004 028 077

Incorporating the amendments approved by shareholders at the 2005, 2007 and 2008 Annual General Meetings

Constitution of BHP Billiton Limited

PRELIMINARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	PRELIMINARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
1.	Replaceable Rules not to apply . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
2.	Definitions and Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
SHARE CAPITAL AND SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		12
3.	Equalisation Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
4.	Limited Special Voting Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
5.	Fractional entitlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
6.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
7.	Preference shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
8.	Issue of securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
9.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
10.	Commissions on issue of shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
11.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
12.	Non-recognition of equitable or other interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
FORM OF HOLDING OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		14
13.	Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
14.	Computerised share transfer system . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
15.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
JOINT HOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		15
16.	Joint holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
CALLS ON SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		15
17.	Power to make calls . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
18.	Voting restrictions—unpaid calls . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
19.	Interest on overdue amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
20.	Power to differentiate between holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
21.	Instalments; Payment of calls in advance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
FORFEITURE AND LIEN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		16
22.	Notice requiring payment of sums payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
23.	Forfeiture on non-compliance with notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
24.	Surrender of shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
25.	Disposal of forfeited shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
26.	Liability despite forfeiture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
27.	Company’s lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
28.	Sale of shares to enforce lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
29.	Title of shares forfeited or sold to enforce lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
30.	Payments by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

Constitution incorporating the amendments approved by shareholders at the 2005, 2007 and 2008 Annual General Meetings

Constitution of BHP Billiton Limited

VARIATION OF RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	VARIATION OF RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
31.	Variation of class rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
32.	Matters not constituting variation of rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
TRANSFER OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		20
33.	Transfers; proper ASTC transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
34.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21
35.	Refusal of registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21
36.	Transfer and certificate to be left at Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21
37.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21
38.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21
39.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21
40.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21
TRANSMISSION OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		22
41.	Transmission on death . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
42.	Election of persons entitled by transmission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
43.	Rights of persons entitled by transmission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
UNTRACED SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		22
44.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
GENERAL MEETINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		22
45.	Calling of general meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
46.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
47.	Contents of notice of general meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
PROCEEDINGS OF MEETINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		23
48.	Chairman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
49.	Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
50.	Lack of quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24
51.	Adjournment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24
52.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24
53.	Conduct of General Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24
54.	Amendments to Substantive Resolutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25
GENERAL VOTING AND POLL PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		26
55.	Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26
56.	Taking a poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26
57.	Special meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	27
58.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	27
VOTING RIGHTS AND PROCEDURES UNDER SHARING AGREEMENT . . . . . . . . . . . . . . . . . . . .		27
59.	Class Rights Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	27
60.	Joint Electorate Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	28

Constitution incorporating the amendments approved by shareholders at the 2005, 2007 and 2008 Annual General Meetings

Constitution of BHP Billiton Limited

VOTES OF SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	VOTES OF SHAREHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29
61.	Votes attaching to shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29
62.	Specified Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30
63.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30
64.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30
65.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30
66.	Voting by guardian . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30
67.	Validity and result of vote . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	31
PROXIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		31
68.	Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	31
69.	Validity, revocation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	32
70.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	32
71.	Board to issue forms of proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	32
72.	Attorneys of shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	32
73.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	33
DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		33
74.	Number of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	33
75.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	33
76.	Remuneration of non-executive Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	33
77.	Remuneration of Directors for extra services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	33
78.	Travelling and other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	33
79.	Retirement benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	33
80.	Appointment and remuneration of executive Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	33
81.	Powers of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	34
APPOINTMENT AND RETIREMENT OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		34
82.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	34
83.	Term of appointment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	34
84.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	34
85.	Re-election of retiring Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	34
86.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	35
87.	Nomination of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	35
88.	Election or appointment of additional Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	35
89.	Vacation of office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	35
90.	Removal of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	36
PROCEEDINGS OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		36
91.	Procedures relating to Directors’ meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	36
92.	Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	36
93.	Chairman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	37

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iii

Constitution of BHP Billiton Limited

94.	Votes at meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	37
95.	Number of Directors below minimum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	37
96.	Resolutions in writing/Meetings by technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	37
97.	Validity of actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	37
DIRECTORS’ INTERESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		38
98.	Directors may have interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	38
99.	Restrictions on voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	38
100.	Directors’ interests—general . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	39
COMMITTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		40
101.	Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	40
102.	Proceedings of Committee meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	40
POWERS	OF THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	40
103.	General powers of the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	40
104.	Powers and obligations in relation to the Sharing Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . .	40
105.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	41
106.	Appointment of attorney . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	41
107.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	41
108.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	41
109.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	41
110.	Borrowing powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	41
111.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	41
112.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	41
113.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	41
AUTHENTICATION OF DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		41
114.	Authentication of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	41
115.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	42
116.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	42
DIVIDENDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		42
117.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	42
118.	Power of Board to pay dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	42
119.	Distribution otherwise than in cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	42
120.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	43
121.	Ranking of shares for dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	43
122.	Manner of payment of dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	43
123.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	43
124.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	43
125.	No interest on dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	43
126.	Retention of dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	44

Constitution incorporating the amendments approved by shareholders at the 2005, 2007 and 2008 Annual General Meetings

Constitution of BHP Billiton Limited

127.	Unclaimed dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	44
128.	Waiver of dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	44
CAPITALISATION OF PROFITS AND RESERVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		44
129.	Capitalisation of profits and reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	44
DIVIDEND PLANS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		45
130.	Dividend Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	45
ACCOUNTS AND RECORDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		45
131.	Accounts and records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	45
132.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	45
133.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	45
134.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	45
NOTICES	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	46
135.	Service of notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	46
136.	Notice to transferor binds transferee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	46
137.	Deceased and bankrupt members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	46
138.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	47
139.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	47
140.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	47
WINDING UP OF PLC OR THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		47
141.	Plc insolvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	47
142.	Insolvency Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	48
143.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	48
144.	Rights on winding-up . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	49
DESTRUCTION OF DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		49
145.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	49
INDEMNITY AND INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		49
146.	Indemnity and insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	49
CHANGE OF CONTROL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		50
147.	Partial Takeover Plebiscites . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	50
148.	Share Control Limits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	51

Constitution incorporating the amendments approved by shareholders at the 2005, 2007 and 2008 Annual General Meetings

Constitution of BHP Billiton Limited

PRELIMINARY

The Company is a public company limited by shares.

1. Replaceable Rules not to apply

The replaceable rules in the Act do not apply to the Company.

2. Definitions and Interpretation

(1) In this Constitution unless the context requires otherwise:

Act means the Corporations Act 2001 (Cth) and includes a reference to the Corporations Regulations made under that Act;

Action means any distribution or any action affecting the amount or nature of issued share capital, including any dividend, distribution in specie, offer by way of rights, bonus issue, repayment of capital, subdivision or consolidation, buy-back or amendment of the rights of any shares or a series of one or more of such actions;

Applicable Regulation means:

(a) applicable law and regulations (including the requirements of the UK Code on Takeovers and Mergers and the UK Panel on Takeovers an Mergers); and
(b) directives, notices or requirements of any Governmental Agency having jurisdiction over the Company or Plc, as the case may be; and
(c) the rules, regulations, and guidelines of:
(i) any stock exchange on which either the Limited Ordinary Shares or the Plc Ordinary Shares or the Limited American Depositary Shares or the Plc American Depositary Shares are listed or quoted;
(ii) any other body with which entities with securities listed or quoted on such exchanges customarily comply,

(but, if not having the force of law, only if compliance with such directives, notices, requirements, rules, regulations or guidelines is in accordance with the general practice of persons to whom they are intended to apply) in each case for the time being in force and taking account of all exemptions, waivers or variations from time to time applicable (in particular situations or generally) to the Company or, as the case may be, to Plc;

ASTC means the ASX Settlement and Transfer Corporation Pty Limited (ABN 49 008 504 532);

ASTC Settlement Rules means the operating rules of ASTC and, to the extent that they are applicable, the operating rules of ASX and the operating rules of Australian Clearing House Pty Limited (ABN 48 001 314 503);

ASX means ASX Limited (ABN 98 008 624 691) or such other body corporate that is declared by the Board to be the Company’s primary stock exchange for the purposes of this definition;

Australian dollars means the lawful currency from time to time of Australia;

Board means all or some of the Directors from time to time acting as a board (or a duly appointed committee of the board);

Constitution incorporating the amendments approved by shareholders at the 2005, 2007 and 2008 Annual General Meetings

Constitution of BHP Billiton Limited

Board of Plc means all or some of the directors of Plc from time to time acting as a board (or a duly appointed committee of the board);

business day means a day which is a business day for the purposes of the Listing Rules;

call includes any instalment of a call and any amount due on issue of any share;

Chairman means the Chairman of the Board under Rule 93 or other person occupying the position of Acting Chairman under Rule 48(4). References to the Chairman in this Constitution include (unless the context requires otherwise) a Deputy Chairman (or other person) acting as chairman of a meeting of members or a meeting of the Board;

Class Rights Action means any of the actions listed in Rule 59(1);

Class Rights Procedure means the approvals procedures referred to in Rules 59(2), (3) and (4);

Combined Group means the Limited Group and the Plc Group;

Committee means a Committee to which powers have been delegated by the Board under Rule 101;

Company means BHP Billiton Limited (ABN 49 004 028 077);

Companies Acts means every statute (including any orders, regulations or subordinate legislation made under it) from time to time in force in the United Kingdom concerning companies in so far as it applies to Plc or the Company;

Completion means the date of Completion of the Implementation Agreement between the Company and Plc dated 19 March 2001;

Constitution means, in relation to:

(a) the Company, this Constitution; and
(b) Plc, the Plc Articles;

Deputy Chairman means any Director appointed as Deputy Chairman of the Board under Rule 93;

Director means a person appointed or elected to the office of Director of the Company in accordance with this Constitution;

Dividend Plan means any dividend plan as referred to in Rule 130 and includes the bonus share plan as regulated under Rule 128 of the Company’s Constitution as at 1 January 1999, as amended in each case;

Equalisation Fraction means the Equalisation Ratio expressed as a fraction with the numerator being the number relating to the Limited Ordinary Shares and the denominator being the number relating to the Plc Ordinary Shares;

Equalisation Ratio means the ratio for the time being of (a) the dividend, capital and (in relation to Joint Electorate Actions) voting rights per Limited Ordinary Share to (b) the dividend, capital and (in relation to Joint Electorate Actions) voting rights per Plc Ordinary Share in the Combined Group (which shall initially be 1:1);

Equalisation Share means the equalisation share in the Company having the rights described in this Constitution;

Excluded Plc Holder means any shareholder of Plc whose voting rights in relation to Plc Ordinary Shares have, at the relevant time, been lost pursuant to Article 64.2 of the Plc Articles;

Constitution incorporating the amendments approved by shareholders at the 2005, 2007 and 2008 Annual General Meetings

Constitution of BHP Billiton Limited

Governmental Agency means any government or representative of a government or any governmental, semi-governmental, supranational, statutory, administrative, fiscal, regulatory or judicial body, department, commission, authority, tribunal, agency or entity or trade agency, and shall include competition authorities, the UK Panel on Takeovers and Mergers, the Corporations and Securities Panel of Australia, the ASX, the Australian Securities and Investments Commission, the London Stock Exchange and the UK Listing Authority;

Group means in relation to the Company, the Limited Group and, in relation to Plc, the Plc Group as the context requires;

Joint Electorate Action means any of the matters listed in Rule 60(1) (other than any matter which the Board and the Board of Plc have from time to time agreed will be treated as a Class Rights Action);

Joint Electorate Procedure means the approvals procedures for Joint Electorate Actions set out in Rule 60(2);

London Stock Exchange means the London Stock Exchange plc;

Limited American Depository Shares means the American Depository Receipts listed on the New York Stock Exchange (NYSE) by the Company;

Limited Deed Poll Guarantee means the Deed Poll Guarantee whereby the Company guarantees certain obligations of the Plc Group;

Limited Entrenched Provision means:

(a) the definitions in Rule 2(1) of “Applicable Regulation”, “Australian dollars”, “Board of Plc”, “Class Rights Action”, “Class Rights Procedure”, “Equalisation Fraction”, “Equalisation Ratio”, “Equalisation Share”, “Excluded Plc Holder”, “Excess Shares”, “Joint Electorate Action”, “Joint Electorate Procedure”, “Limited Deed Poll Guarantee”, “Limited Entrenched Provision”, “Limited Group”, “Limited Ordinary Shares”, “Limited Special Voting Share”, “Limited SVC”, “Plc”, “Plc Articles”, “Plc Deed Poll Guarantee”, “Plc Excess Shares”, “Plc Entrenched Provision”, “Plc Group”, “Plc Ordinary Shares”, “Plc Special Voting Share”, “Plc SVC”, “Sharing Agreement”, “Special Voting Share”, “sterling”, “Subsidiary”, “Voting Agreement”;
(b) Rule 8 (Issue of securities);
(c) Rule 31 (Variation of class rights);
(d) Rule 3 (Equalisation Share);
(e) Rule 4 (Limited Special Voting Share);
(f) not used;
(g) Rule 54 (Amendments to Substantive Resolutions);
(h) Rule 55 (Voting);
(i) Rule 56 (Taking a poll);
(j) Rule 59 (Class Rights Actions);
(m) Rule 60 (Joint Electorate Actions);

Constitution incorporating the amendments approved by shareholders at the 2005, 2007 and 2008 Annual General Meetings

Constitution of BHP Billiton Limited

(o) Rule 61 (Votes attaching to shares);
(p) Rule 62 (Specified Number);
(q) Rule 68(5) and (6) (Proxies);
(r) not used;
(s) Rule 89 (Vacation of office);
(t) Rule 83 (Term of appointment);
(u) Rule 104 (Powers and obligations in relation to the Sharing Agreement);
(v) Rule 121 (Ranking of shares for dividends);
(w) Rule 144 (Rights on winding-up);
(x) Rule 141 (Plc insolvency);
(y) Rule 142 (Insolvency Notice); and
(z) Rule 148 (Share control limits);

Limited Group means the Company and its Subsidiaries from time to time and a member of the Limited Group means any one of them;

Limited Ordinary Shares means the ordinary shares in the capital of the Company from time to time;

Limited Special Voting Share means the special voting share in the capital of the Company issued to Limited SVC having the rights described in this Constitution;

Limited SVC means BHP SVC Pty Limited, a proprietary company limited by shares incorporated in Victoria or such other entity as replaces BHP SVC Pty Limited from time to time pursuant to the terms of the Voting Agreement;

Listing Rules means the ASX Listing Rules;

Month means a calendar month;

Ordinary Share means, in relation to:

(a) the Company, a Limited Ordinary Share; and
(b) Plc, a Plc Ordinary Share.

Office means the registered office of the Company;

Parallel General Meeting means in relation to the Company or Plc, the general meeting of the shareholders of that company which is most nearly, or is actually, contemporaneous with the general meeting of the shareholders of the other company and at which some or all of the same matters or some or all equivalent matters are to be considered;

person and words importing persons include partnerships, associations and corporations as well as individuals;

Plc means BHP Billiton plc (formerly Billiton plc), a public company limited by shares incorporated in the United Kingdom with registered number 3196209;

Constitution incorporating the amendments approved by shareholders at the 2005, 2007 and 2008 Annual General Meetings

Constitution of BHP Billiton Limited

Plc American Depository Shares means the American Depository Receipts listed on the NYSE by Plc;

Plc Articles means the Memorandum and Articles of Association of Plc which will be in effect immediately following Completion;

Plc Deed Poll Guarantee means the deed poll guarantee whereby Plc guarantees certain obligations of the Limited Group;

Plc Entrenched Provision has the meaning given to it in the Plc Articles;

Plc Excess Shares has the meaning given to Excess Shares in the Plc Articles;

Plc Group means Plc and its Subsidiaries from time to time and a member of the Plc Group means any one of them;

Plc Ordinary Shares means the ordinary shares in the capital of Plc from time to time;

Plc Special Voting Share means the special voting share in the capital of Plc issued to Plc SVC, having the rights described in the Plc Articles;

Plc SVC means Billiton SVC Limited, a limited liability company incorporated in England and Wales with registered number 4074194 or such other entity as replaces Billiton SVC Limited from time to time pursuant to the terms of the Voting Agreement;

proper ASTC transfer has the same meaning given to that term in the Corporations Regulations 2001 (Cth);

Public Trustee means the Law Debenture Trust Corporation plc or such other public trust company as shall be agreed between the Company and Plc;

Register means the register of holders of securities issued by the Company;

registered address means the address of a shareholder specified on a transfer or any other address of which the shareholder notifies the Company as a place at which the shareholder will accept service of notices;

Required Majority means the percentage voting in favour that would be required to pass a Required Resolution;

Required Resolution has the meaning given in Rule 59(2);

retiring Director means a Director who retires under Rule 83 and a Director who ceases to hold office under Rule 88;

Secretary means a person appointed as, or to perform the duties of, secretary of the Company;

securities includes shares, rights to shares, options to acquire shares, instalment receipts and other securities with rights of conversion to equity;

shareholders present means shareholders present at a general meeting of the Company in person or by properly appointed representative, proxy or attorney;

Sharing Agreement means the DLC Structure Sharing Agreement made between the Company and Plc and dated the date of Completion;

Special Voting Share means:

(a) in relation to the Company—the Limited Special Voting Share; and

Constitution incorporating the amendments approved by shareholders at the 2005, 2007 and 2008 Annual General Meetings

Constitution of BHP Billiton Limited

(b) in relation to Plc—the Plc Special Voting Share;

Specified Number has the meaning given to it in Rule 62;

Statutes means the Act and every other statute, statutory instrument, regulation or order for the time being in force concerning companies regulated under the Act and affecting the Company;

sterling means the lawful currency from time to time of the United Kingdom;

Subsidiary means a subsidiary undertaking as that term is defined in the Companies Acts;

Substantive Resolutions means all resolutions (other than resolutions of a procedural nature);

Tax means any taxes, levies, imposts, deductions, charges, withholdings or duties levied by any authority (including stamp and transaction duties) (together with any related interest, penalties, fines and expenses in connection with them);

Tax Benefit means any credit, rebate, exemption or benefit in respect of Tax available to any person;

Voting Agreement means the SVC Special Voting Shares Deed entered into between the Company, Limited SVC, Plc, Plc SVC and the Public Trustee relating to the Limited Special Voting Share and the Plc Special Voting Share;

writing and written includes printing, typing, lithography and other modes of reproducing words in a visible form, whether electronic or otherwise;

words and phrases which are given a special meaning by the Act have the same meaning in this Constitution;

words in the singular include the plural and vice versa;

words importing a gender include each other gender.

(2) A reference to the Act or any other statute or regulations is to be read as though the words “as modified or substituted” were added to the reference.
(3) A reference to the Listing Rules is to the Listing Rules as are in force in relation to the Company after taking into account any waiver or exemption which is in force either generally or in relation to the Company.
(4) The headings and sidenotes do not affect the construction of this Constitution.
(5) A reference to other company shall mean either the Company or Plc as the context requires.
(6) The expression equivalent resolution means a resolution of either the Company or Plc certified by the Board and the Board of Plc as equivalent in nature and effect to a resolution of the other company.
(7) The expression shareholders’ meeting shall include both a general meeting and a meeting of the holders of any class of shares of the Company.
(8) A special resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under any provision of this Constitution.
(9) A reference to any agreement or document is to that agreement or document as amended, novated, supplemented, varied or replaced from time to time.
(10) A reference to a document being “signed” or to “signature” includes the document being executed under hand or under seal or by any other method and, in the case of a communication in electronic form, includes the document being authenticated in accordance with the Act.

Constitution incorporating the amendments approved by shareholders at the 2005, 2007 and 2008 Annual General Meetings

Constitution of BHP Billiton Limited

(11) A reference to a body (including, an institute, association, authority or Governmental Agency), whether statutory or not:
(i) which ceases to exist; or
(ii) whose powers or functions are transferred to another body,

is a reference to the body which replaces it or which substantially succeeds to its powers or functions.

(12) References to offers by way of rights are to any offers (whether renounceable or non-renounceable) to the existing ordinary shareholders of the Company or of Plc as nearly as may be in proportion to their holdings at the relevant time on a pre-emptive basis which may be subject to such exclusions or other arrangements as the Board or the Board of Plc, as the case may be, may deem necessary or expedient in relation to fractional entitlements or legal or practical difficulties with making the offer under the laws of, or the requirements of any Applicable Regulation in, any jurisdiction.

Unless the context otherwise permits, terms defined in the Act have the same meaning when used in this Constitution.

SHARE CAPITAL AND SECURITIES

3. Equalisation Share

By resolution of the Board, the Company may at any time issue an Equalisation Share which shall confer on the holder of such share the rights set out in Rules 121(2)(b) and 144 but shall not confer any right to attend or vote at any general meeting.

4. Limited Special Voting Share

The Limited Special Voting Share shall confer on the holder of such share the rights set out in Rules 61, 62, 121(2)(c) and 144, but shall cease to confer any right to attend or vote at any general meeting in the event of termination of the Sharing Agreement.

5. Fractional entitlements

If, as the result of a consolidation and division, a sub-division or a pro rata issue of shares, a member becomes entitled to a fraction of a share, the Board may on behalf of that member deal with that fractional entitlement as the Board thinks fit. In particular, the Board may:

(a) issue a whole share in place of that fractional entitlement;
(b) disregard that fractional entitlement;
(c) issue a fractional share certificate;
(d) make a cash payment in satisfaction of that fractional entitlement;
(e) vest cash in trustees on trust for that member as the Board thinks fit; or
(f) make (or authorise any person to make) an agreement for the issue to a third person of shares (credited as fully paid up) representing that fractional entitlement and any other fractional entitlements which the Board is empowered to deal with. Such agreement may provide for the sale of those shares by that third person and the payment of the proceeds of sale to the members concerned.

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6. Not used

7. Preference shares

If the Company at any time proposes to create and issue any preference shares:

(a) the preference shares may be issued, on the terms that they are to be redeemed or, at the option of either or both the Company and the holder, are liable to be redeemed, whether out of share capital, profits or otherwise;
(b) the preference shares confer on the holders the right to convert the preference shares into ordinary shares if and on the basis the Board determines at the time of issue of the preference shares;
(c) (i) the preference shares confer on the holders a right to receive out of the profits of the Company available for dividend a preferential dividend at the rate (which may be subject to an index) and on the basis determined by the Board at the time of issue of the preference shares;
(ii) in addition to the preferential dividend, the preference shares may participate with the ordinary shares in dividends declared by the Board if and to the extent the Board determines at the time of issue of the preference shares; and
(iii) the preferential dividend may be cumulative if and to the extent the Board determines at the time of issue of the preference shares;
(d) the preference shares are to confer on the holders:
(i) the right on redemption and in a winding up to payment in cash in priority to any other class of shares of:
- (A) the amount paid or agreed to be considered as paid on each of the preference shares; and
- (B) the amount (if any) equal to the aggregate of any dividends accrued (whether determined or not) but unpaid and of any arrears of dividends; and
(ii) the right, in priority to any payment of dividend on any other class of shares, to the preferential dividend;
(e) the preference shares do not confer on the holders any further rights to participate in assets or profits of the Company;
(f) the holders of the preference shares have the same rights as the holders of ordinary shares to receive notices, reports and accounts and to attend and be heard at all general meetings, but are not to have the right to vote at general meetings except as follows:
(i) on any question considered at a general meeting if, at the date of the meeting, the dividend or part of the dividend on the preference shares is in arrears;
(ii) at a general meeting on a proposal:
- (A) to reduce the share capital of the Company;
- (B) to approve the terms of a buy-back agreement;
- (C) that affects rights attached to the preference shares;
- (D) to wind up the Company;
- (E) for the disposal of the whole of the property of the Company; and

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(iii) on any question considered at a general meeting held during the winding up of the Company; and
(g) the Company may issue further preference shares ranking pari passu in all respects with (but not in priority to) other preference shares already issued and the rights attaching to the preference shares on issue are not to be taken to have been varied by the further issue.

8. Issue of securities

Without affecting any special rights conferred on the holders of any shares and subject to the provisions of Rules 59 to 60 (except in the case of the Equalisation Share or the Limited Special Voting Share), any shares or other securities may be issued by the Company with preferred, deferred or other special rights, obligations or restrictions, whether in regard to dividends, voting, return of share capital, payment of calls, rights of conversion, rights of redemption (whether at the option of the holder or of the Company) or otherwise, as and when the Board may determine and on any other terms the Board considers appropriate provided that the rights attaching to a class other than Ordinary Shares shall be expressed at the date of issue.

9. Not used

10. Commissions on issue of shares

The Company may exercise the powers of paying commissions conferred by the Act to the full extent thereby permitted. The Company may also on any issue of shares pay such brokerage as may be lawful.

11. Not used

12. Non-recognition of equitable or other interests

Except as required by law, the Company is entitled to treat the registered holder of any share as the absolute owner of the share and is not bound to recognise (even when having notice) any equitable or other claim to or interest in the share on the part of any other person.

FORM OF HOLDING OF SHARES

13. Certificates

The Board may determine to issue certificates for shares or other securities of the Company, to cancel any certificates in issue and to replace lost, destroyed or defaced certificates in issue on the basis and in the form it thinks fit.

14. Computerised share transfer system

Without limiting Rule 13, if the Company participates, or to enable the Company to participate, in any computerised or electronic share transfer system introduced by or acceptable to the ASX, the Board may:

(a) provide that shares may be held in certificated or uncertificated form and make any provision it thinks fit, including for the issue or cancellation of certificates, to enable shareholders to hold shares in uncertificated form and to convert between certificated and uncertificated holdings;
(b) provide that some or all shareholders are not to be entitled to receive a share certificate in respect of some or all of the shares which the shareholders hold in the Company;

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(c) accept any instrument of transfer, transfer document or other method of transfer in accordance with the requirements of the share transfer system; and
(d) despite any other provision in this Constitution, do all things it considers necessary, required or authorised by the Act, the Listing Rules or the ASTC Settlement Rules in connection with the share transfer system.

15. Not used

JOINT HOLDERS

16. Joint holders

Where two or more persons are registered as the holders of any share, they hold the share subject to the following provisions:

(a) ( Number of holders ) the Company is not bound to register more than four persons as the holders of the share (except in the case of personal representatives);
(b) ( Liability for payments ) the joint holders of the share are liable severally as well as jointly in respect of all payments which ought to be made in respect of the share;
(c) ( Death of joint holder ) on the death of any one of the joint holders, the remaining joint holders are the only persons recognised by the Company as having any title to the share but the Board may require evidence of death and the estate of the deceased holder is not released from any liability in respect of the share;
(d) ( Power to give receipt ) any one of the joint holders may (and, in any case where two or more persons are jointly entitled to a share in consequence of the death or bankruptcy of the holder or otherwise by operation of law, any one of those persons jointly entitled may) give a receipt for any dividend, bonus or return of capital payable to the joint holders;
(e) ( Notices and certificates ) only the person whose name appears first in the Register as one of the joint holders of the share is entitled, if the Company determines to issue certificates for shares, to delivery of a certificate relating to the share or to receive notices from the Company and any notice given to that person is notice to all the joint holders;
(f) ( Votes of joint holders ) any one of the joint holders may vote at any meeting of the Company either personally or by properly authorised representative, proxy or attorney, in respect of the share as if that joint holder was solely entitled to the share. If more than one of the joint holders are present at any meeting personally or by properly authorised representative, proxy or attorney, the joint holder who is present whose name appears first in the Register in respect of the share is entitled alone to vote in respect of the share.

CALLS ON SHARES

17. Power to make calls

(1) Subject to the terms on which any shares may have been issued, the Board may make calls on the shareholders in respect of all moneys unpaid on their shares. Each shareholder (subject to receiving at least 14 days’ notice specifying the time or times and place of payment) is liable to pay the amount of each call in the manner, at the time and at the place specified by the Board. Calls may be made payable by instalments.

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(2) A call is considered to have been made at the time when the resolution of the Board authorising the call was passed. The call may be revoked or postponed at the discretion of the Board at any time prior to the date on which payment in respect of the call is due. The non-receipt of a notice of any call by, or the accidental omission to give notice of any call to, any shareholder does not invalidate the call.

18. Voting restrictions—unpaid calls

No shareholder shall, unless the Directors otherwise determine, be entitled in respect of any share held by him to vote either personally or by proxy at a shareholders’ meeting or to exercise any other right conferred by membership in relation to shareholders’ meetings if any call or other sum presently payable by him to the Company in respect of that share remains unpaid.

19. Interest on overdue amounts

If any sum payable in respect of a call is not paid on or before the date for payment, the shareholder from whom the sum is due is to pay interest on the unpaid amount from the due date to the date of payment at the rate the Board determines. The Board may waive the whole or part of any interest paid or payable under this Rule.

20. Power to differentiate between holders

The Board may make arrangements on the allotment of shares for a difference between the holders of those shares in the amount of calls to be paid and the time of payment of the calls.

21. Instalments; Payment of calls in advance

(1) Any sum which by the terms of issue of a share becomes payable upon issue or at any fixed date shall for all the purposes of this Constitution be deemed to be a call duly made and payable on the date on which by the terms of allotment the same becomes payable. In case of non-payment all the relevant provisions of this Constitution as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.
(2) The Board may if it thinks fit receive from any member willing to advance the same all or any part of the moneys uncalled and unpaid upon the shares held by him and such payment in advance of calls shall extinguish pro tanto the liability upon the shares in respect of which it is made and upon the money so received (until and to the extent that the same would but for such advance become payable) the Company may pay interest at such rate as the member paying such sum and the Board may agree.

FORFEITURE AND LIEN

22. Notice requiring payment of sums payable

(1) If any shareholder fails to pay any sum payable on or in respect of any shares (including money payable on issue, calls or instalments) on or before the day for payment, the Board may serve a notice on the shareholder requiring that shareholder to pay the sum together with interest accrued and all expenses incurred by the Company by reason of the non-payment. The notice may be served at any time whilst any part of the sum remains unpaid.

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(2) The notice referred to in Rule 22(1) must state a day on or before which the sum, interest and expenses (if any) are to be paid and the place where payment is to be made. The notice is also to state that, if payment is not made by the time and at the place specified, the shares in respect of which the sum is payable are liable to be forfeited.

23. Forfeiture on non-compliance with notice

(1) If there is non-compliance with the requirements of any notice given under Rule 22(1), any shares in respect of which the notice has been given may be forfeited by a resolution of the Board passed at any time after the time specified in the notice for payment. The forfeiture is to include all dividends, interest and other moneys payable by the Company in respect of the forfeited shares and not actually paid before the forfeiture.
(2) When any share is forfeited, notice of the resolution of the Board is to be given to the shareholder in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture and the date of forfeiture is to be made in the Register. Failure to give notice or make the entry as required by this Rule does not invalidate the forfeiture.

24. Surrender of shares

Subject to the Act, the Board may, in its discretion, accept the surrender of any share. Any shares surrendered may be sold or re-issued in the same manner as forfeited shares.

25. Disposal of forfeited shares

Any forfeited share is considered to be the property of the Company and the Board may sell or otherwise dispose of or deal with the share in any manner it thinks fit and with or without any money paid on the share by any former holder being credited as paid up. At any time before any forfeited share is sold or otherwise disposed of, the Board may annul the forfeiture of the share on any condition it thinks fit.

26. Liability despite forfeiture

Any shareholder whose shares have been forfeited is, despite the forfeiture, liable to pay and must immediately pay to the Company all sums of money, interest and expenses owing on or in respect of the forfeited shares at the time of forfeiture, together with expenses and interest from that time until payment at the rate the Board determines. The Board may enforce the payment or waive the whole or part of any sum paid or payable under this Rule as it thinks fit.

27. Company’s lien

The Company has a first and paramount lien on every share (not being a fully paid share) for unpaid calls, instalments, interest due in relation to any calls or instalments and any amounts the Company is required by law to pay on the share. The lien extends to the proceeds of sale of the share and to all dividends and bonuses declared in respect of the share but, if the Company registers a transfer of any share on which it has a lien without giving the transferee notice of any claim it may have at that time, the share is discharged from the lien of the Company in respect of that claim. The Board may do all things it considers appropriate under the ASTC Settlement Rules and the Listing Rules to protect or enforce any lien.

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28. Sale of shares to enforce lien

For the purpose of enforcing a lien, the Board may sell the shares which are subject to the lien (and in respect of which an amount is due to the Company but unpaid) in any manner it thinks fit and with or without giving any notice to the shareholder in whose name the shares are registered.

29. Title of shares forfeited or sold to enforce lien

(1) In a sale or a re-issue of forfeited shares or in the sale of shares to enforce a lien, an entry in the Board’s minute book that the shares have been forfeited, sold or re-issued in accordance with this Constitution is sufficient evidence of that fact as against all persons entitled to the shares immediately before the forfeiture, sale or re-issue of the shares. The Company may receive the purchase money or consideration (if any) given for the shares on any sale or re-issue.
(2) In a sale or re-issue, a certificate signed by a Director or the Secretary to the effect that the shares have been forfeited and the receipt of the Company for the price of the shares constitutes a good title to them.
(3) In a sale, the Board may appoint a person to execute, or may otherwise effect, a transfer in favour of the person to whom the shares are sold.
(4) On the issue of the receipt or the transfer being executed or otherwise effected the person to whom the shares have been re-issued or sold is to be registered as the holder of the shares, discharged from all calls or other money due in respect of the shares prior to the re-issue or purchase and that person is not bound to see to the regularity of the proceedings or to the application of the purchase money or consideration; nor is that person’s title to the shares affected by any irregularity or invalidity in the proceedings relating to the forfeiture, sale or re-issue.
(5) The net proceeds of any sale or re-issue are to be applied first in payment of all costs of or in relation to the enforcement of the lien or the forfeiture (as the case may be) and of the sale or re-issue, next in satisfaction of the amount in respect of which the lien exists as is then payable to the Company (including interest) and the residue (if any) paid to, or at the direction of, the person registered as the holder of the shares immediately prior to the sale or re-issue or to the person’s executors, administrators or assigns on the production of any evidence as to title required by the Board.

30. Payments by the Company

(1) Rule 30(2) applies if any law of any place imposes or purports to impose any immediate or future or possible liability on the Company to make any payment or empowers any government or authority to require the Company to make any payment in respect of any securities held either jointly or solely by any holder or in respect of any transfer of those securities or in respect of any interest, dividends, bonuses or other moneys due or payable or accruing due or which may become due or payable to the holder by the Company on or in respect of any securities or for or on account or in respect of any holder of securities, whether because of:
(a) the death of the holder;
(b) the non-payment of any income tax or other tax by the holder;
(c) the non-payment of any estate, probate, succession, death, stamp or other duty by the holder or the trustee, executor or administrator of that holder or by or out of the holder’s estate;

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(d) any assessment of income tax against the Company in respect of interest or dividends paid or payable to the holder; or
(e) any other act or thing.
(2) In each case referred to in Rule 30(1):
(a) the Company is to be fully indemnified from all liability by the holder or the holder’s personal representative and by any person who becomes registered as the holder of the securities on the distribution of the deceased holder’s estate;
(b) the Company has a lien on the securities for all moneys paid by the Company in respect of the securities under or in consequence of any law;
(c) the Company has a lien on all dividends, bonuses and other moneys payable in respect of the securities registered in the Register as held either jointly or solely by the holder for all moneys paid or payable by the Company in respect of the securities under or in consequence of any law, together with interest at a rate the Board may determine from the date of payment to the date of repayment, and may deduct or set off against any dividend, bonus or other moneys payable any moneys paid or payable by the Company together with interest;
(d) the Company may recover as a debt due from the holder or the holder’s personal representative or any person who becomes registered as the holder of the securities on the distribution of the deceased holder’s estate, any moneys paid by the Company under or in consequence of any law which exceed any dividend, bonus or other money then due or payable by the Company to the holder together with interest at a rate the Board may determine from the date of payment to the date of repayment; and
(e) if any money is paid or payable by the Company under any law, the Company may refuse to register a transfer of any securities by the holder or the holder’s personal representative until the money and interest is set off or deducted or, where the money and interest exceeds the amount of any dividend, bonus or other money then due or payable by the Company to the holder, until the excess is paid to the Company. The power to refuse to register a transfer does not extend to a proper ASTC transfer except a proper ASTC transfer which is purported to be effected whilst a holding lock is in place as referred to in Rule 33(3).

Nothing in this Rule affects any right or remedy which any law confers on the Company and any right or remedy is enforceable by the Company against the holder or the holder’s personal representative.

VARIATION OF RIGHTS

31. Variation of class rights

(1) Subject to Rules 59 to 60, whenever the capital of the Company is divided into different classes of shares, the special rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may be varied or abrogated by a special resolution approving the proposed variation or abrogation passed by the Company and:
(a) a special resolution passed at a separate meeting of the holders of the issued shares of the class affected; or
(b) with the written consent of members with at least 75% of the votes in the class affected.

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(2) No approval or consent shall be required in respect of the redemption of any redeemable preference shares in accordance with the terms of issue.
(3) All the provisions of this Constitution as to general meetings of the Company shall, with any necessary amendments, apply to any such separate meeting, but so that:
(a) the necessary quorum shall be two or more persons entitled to vote and holding or representing by proxy in aggregate not less than one-third in nominal value of the issued shares of the class, except at an adjourned meeting where one holder entitled to vote and present in person or by proxy shall be a quorum (irrespective of the number of shares held);
(b) subject to any rights or restrictions attached to any class of shares, every holder of shares of the class present in person or by proxy and entitled to vote shall be entitled on a poll to one vote for every share of the class held; and
(c) any holder of shares of the class present in person or by proxy and entitled to vote may demand a poll.
(4) This Rule 31 shall apply to the variation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class and their special rights were to be varied.

32. Matters not constituting variation of rights

The special rights attached to any class of shares having preferential rights shall not unless otherwise expressly provided by the terms of issue thereof be deemed to be varied by (a) the issue of further shares ranking as regards participation in the profits or assets of the Company in some or all respects pari passu therewith but in no respect in priority thereto or (b) the purchase by the Company of any of its own shares.

TRANSFER OF SECURITIES

33. Transfers; proper ASTC transfers

(1) A transfer of any securities may be effected by:
(a) a written transfer in the usual or common form or in any form the Board may prescribe or in a particular case accept, properly stamped (if necessary) being delivered to the Company;
(b) a proper ASTC transfer, which is to be in the form required or permitted by the Act or the ASTC Settlement Rules; or
(c) any other electronic system established or recognised by the Listing Rules in which the Company participates in accordance with the rules of that system.
(2) Except in the case of a proper ASTC transfer, the transferor is deemed to remain the holder of the securities transferred until the name of the transferee is entered on the Register. A proper ASTC transfer is taken to be recorded in the Register and the name of the transferee to be registered as the holder of the securities comprised in the proper ASTC transfer, as provided in the ASTC Settlement Rules.
(3) The Board may take any action it thinks fit to comply with the ASTC Settlement Rules and may request the ASTC to apply a holding lock to prevent a transfer of securities the subject of the ASTC Settlement Rules if the Board thinks fit.

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34. Not used

35. Refusal of registration

(1) The Board may refuse to register any transfer of securities:
(a) if the registration of the transfer would result in a contravention of or failure to observe the provisions of any applicable law or the Listing Rules;
(b) on which the Company has a lien or which are subject to forfeit; or
(c) if permitted to do so under the Listing Rules.
(2) The decision of the Board relating to the registration of a transfer is absolute. Failure to give notice of refusal to register any transfer as may be required under the Act or the Listing Rules does not invalidate the decision of the Board.
(3) The Board may also refuse to register an allotment or a transfer of shares (whether fully paid or not) in favour of more than four persons jointly.
(4) The Board shall decline to register any transfer of the Limited Special Voting Share unless the transfer has been approved in accordance with Clause 5.1 of the Voting Agreement. The Board shall decline to register any transfer of the Equalisation Share unless the transfer is to a member of the Plc Group or a trustee for the benefit of a member or members of the Plc Group.

36. Transfer and certificate to be left at Office

(1) Every transfer must be left for registration at the Office or any other place the Board determines. If the Board determines either generally or in a particular case, the transfer is to be accompanied by the certificate (if any) for the securities to be transferred. In addition, the transfer is to be accompanied by any other evidence which the Board may require to prove the title of the transferor, the transferor’s right to transfer the securities, proper execution of the transfer or compliance with any law relating to stamp duty. The requirements of this Rule do not apply in respect of a proper ASTC transfer.
(2) Subject to Rule 36(1), on each application to register the transfer of any securities or to register any person as the holder of any securities transmitted to that person by operation of law or otherwise, the certificate (if any) specifying the securities in respect of which registration is required must be delivered to the Company for cancellation and on registration the certificate is considered to have been cancelled.
(3) Each transfer which is registered may be retained by the Company for any period determined by the Board after which the Company may destroy it.

37. Not used

38. Not used

39. Not used

40. Not used

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TRANSMISSION OF SECURITIES

41. Transmission on death

The personal representative of a deceased shareholder (who is not one of several joint holders) is the only person recognised by the Company as having any title to securities registered in the name of the deceased shareholder. Subject to compliance by the transferee with this Constitution, the Board may register any transfer effected by a shareholder prior to the shareholder’s death despite the Company having notice of the shareholder’s death.

42. Election of persons entitled by transmission

A person (a transmittee ) who satisfies the Board that the right to any securities has devolved on the transmittee by will or by operation of law may be registered as a shareholder in respect of the securities or may (subject to the provisions in this Constitution relating to transfers) transfer the securities. The Board has the same right to refuse to register the transmittee as if the transmittee was the transferee named in an ordinary transfer presented for registration.

43. Rights of persons entitled by transmission

Save as otherwise provided by or in accordance with this Constitution, a person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law shall (upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share) be entitled to the same dividends and other advantages as those to which he would be entitled if he were the registered holder of the share.

UNTRACED SHAREHOLDERS

44. Not used

GENERAL MEETINGS

45. Calling of general meetings

(1) The Board may, and shall on requisition in accordance with the Act, call a general meeting of the Company to be held at the time and place or places and in the manner determined by the Board. No shareholder may convene a general meeting of the Company except where entitled under the Act to do so. By resolution of the Board any general meeting may be cancelled or postponed prior to the date on which it is to be held, except where the cancellation or postponement would be contrary to the Act. The Board may give notice of a cancellation or postponement as it thinks fit but any failure to give notice of cancellation or postponement does not invalidate the cancellation or postponement or any resolution passed at a postponed meeting.
(2) Any Director may convene a general meeting whenever the Director thinks fit. A Director may cancel by notice in writing to all members any meeting convened by that Director under this Rule 45(2).

46. Not used

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47. Contents of notice of general meeting

(1) Where the Company has called a general meeting, notice of the meeting may be given in the form and manner in which the Board thinks fit. The non-receipt of a notice of any general meeting by, or the accidental omission to give notice to, any person entitled to notice, does not invalidate any resolution passed at that meeting.
(2) For the purposes of determining which persons are entitled to attend or vote at a meeting and how many votes such a person may cast, the Company may specify in the notice of meeting a time, not more than 48 hours before the time fixed for the meeting, by which a person must be entered on the Register in order to have the right to attend or vote at the meeting.

PROCEEDINGS OF MEETINGS

48. Chairman

(1) The Chairman of the Board is entitled to chair every general meeting.
(2) If at any general meeting:
(a) the Chairman of the Board is not present at the specified time for holding the meeting; or
(b) the Chairman of the Board is present but is unwilling to chair the meeting,

the Deputy Chairman of the Board is entitled to chair the meeting.

(3) If at any general meeting:
(a) there is no Chairman of the Board or Deputy Chairman of the Board;
(b) the Chairman of the Board and Deputy Chairman of the Board are not present at the specified time for holding the meeting; or
(c) the Chairman of the Board and the Deputy Chairman of the Board are present but each is unwilling to chair the meeting,

the Directors present may choose another Director as Chairman of the meeting and if no Director is present or if each of the Directors present is unwilling to chair the meeting, a shareholder chosen by the shareholders present is entitled to chair the meeting.

(4) If during any general meeting the Chairman acting under the preceding paragraphs of this Rule 48 is unwilling to chair any part of the proceedings, the Chairman may withdraw as Chairman during the relevant part of the proceedings and may nominate any person who immediately before the general meeting was a Director or who has been nominated for election as a Director at the meeting to be Acting Chairman of the meeting during the relevant part of the proceedings. On the conclusion of the relevant part of the proceedings the Acting Chairman is to withdraw and the Chairman is to resume to chair the meeting.

49. Quorum

Five shareholders present in person or by proxy constitute a quorum for a general meeting. No business may be transacted at any meeting except the election of a Chairman and the adjournment of the meeting unless the requisite quorum is present at the commencement of the business.

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50. Lack of quorum

If there is not a quorum at a general meeting within 15 minutes after the time specified in the notice of the meeting, the meeting is dissolved unless the Chairman adjourns the meeting to a date, time and place determined by the Chairman. If no quorum is present at any adjourned meeting within 15 minutes after the time for the meeting, the meeting is dissolved.

51. Adjournment

(1) The Chairman may and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place.
(2) In determining whether to adjourn the meeting under paragraph (1), the Chairman shall have regard to:
(a) any notice received of any adjournment of the Parallel General Meeting (if any); and
(b) the impact of any adjournment on the Parallel General Meeting (if any).
(3) If the Chairman elects to adjourn the meeting under paragraph (1), the Chairman may decide whether to seek the approval of the meeting.
(4) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
(5) Subject to paragraph (6), it is not a requirement of this Constitution to give notice of an adjournment or of the business to be transacted at an adjourned meeting.
(6) The Company shall as soon as possible give notice to Plc of an adjournment and of the business to be transacted at an adjourned meeting.
(7) Without prejudice to any other power which the chair may have under the provisions of this Constitution or at law, the Chairman may, without the consent of the meeting, interrupt or adjourn a meeting from time to time and from place to place or for an indefinite period if the Chairman decides that it has become necessary to do so in order to:
(a) secure the proper and orderly conduct of the meeting;
(b) give all persons entitled to do so a reasonable opportunity of speaking and voting at the meeting; or
(c) ensure that the business of the meeting is properly disposed of.

52. Not used

53. Conduct of General Meetings

(1) The conduct of each general meeting of the Company and the procedures to be adopted at the meeting are as determined at, during or prior to the meeting by the Chairman.
(2) The Chairman or a person acting with the Chairman’s authority may require any person who wishes to attend the meeting to comply with searches, restrictions or other security arrangements the Chairman or a person acting with the Chairman’s authority considers appropriate. The Chairman or a person acting with the Chairman’s authority may refuse entry to any person who does not comply with the arrangements, any person who possesses a recording or broadcasting device without the

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consent of the Chairman or a person acting with the Chairman’s authority, or any person who possesses an article which the Chairman or person acting with the Chairman’s authority considers to be dangerous, offensive or liable to cause disruption. At any time the Chairman considers it necessary or desirable for the proper and orderly conduct of the meeting, the Chairman may demand the cessation of debate or discussion on any business, question, motion or resolution being considered by the meeting and if the Chairman considers it appropriate require the business, question, motion or resolution to be put to a vote of the shareholders present.

(3) The Chairman may require the adoption of any procedures which are in the Chairman’s opinion necessary or desirable for the proper and orderly casting or recording of votes at any general meeting of the Company, whether on a show of hands or on a poll.
(4) Any determination by the Chairman in relation to matters of procedure (including any procedural motions moved at or put to any meeting) is final.
(5) If it appears to the Chairman that the place of the meeting specified in the notice convening a general meeting is inadequate to accommodate all persons entitled and wishing to attend, the meeting is duly constituted and its proceedings are valid if the Chairman is satisfied that adequate facilities are available, whether at the place of the meeting or elsewhere, to ensure that each such person who is unable to be accommodated at the place of the meeting is able to participate in the business for which the meeting has been convened and to hear and see all persons present who speak (and be heard and be seen), whether by use of microphones, loud-speakers, audio-visual communications equipment or otherwise (whether in use when this Constitution is adopted or developed subsequently).
(6) A Director shall be entitled to attend and speak at any general meeting of the Company and at any separate meeting of the holders of any class of shares of the Company.

54. Amendments to Substantive Resolutions

(1) The business of an annual general meeting is to consider the accounts and reports required by the Act to be laid before each annual general meeting, to elect Directors, when relevant to appoint an auditor and fix the auditor’s remuneration, and to transact any other business which, under this Constitution, is required to be transacted at any annual general meeting. All other business transacted at an annual general meeting and all business transacted at other general meetings is deemed to be special. Except with the approval of the Board, with the permission of the Chairman or under the Act, no person may move at any meeting either any resolution or any amendment of any resolution of which notice has not been given under Rule 47 or this Rule 54 (as the case may be).
(2) If an amendment is proposed to any resolution under consideration but is in good faith ruled out of order by the Chairman of the meeting, the proceedings on the Substantive Resolution shall not be invalidated by any error in such ruling.
(3) In the case of a Substantive Resolution duly proposed as a special resolution, no amendment to that resolution (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon.
(4) Without prejudice to any other restriction on the right to move amendments to Substantive Resolutions, in the case of a Substantive Resolution duly proposed as an ordinary resolution to approve a Joint Electorate Action, no amendment to that resolution (other than a mere clerical amendment to correct a patent error or an amendment to conform such resolution to a resolution duly proposed or to be proposed at the Parallel General Meeting or an amendment to such resolution

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considered and approved at the Parallel General Meeting) shall be considered or voted upon unless written notice of the intention to move the amendment is received by the Company at least 48 hours prior to the time appointed for holding the relevant meeting or adjourned meeting or (in the absence of such notice) the Chairman of the meeting in the Chairman’s absolute discretion rules that the amendment shall be considered, provided that no amendment shall be considered where the Parallel General Meeting has already been held.

GENERAL VOTING AND POLL PROCEDURES

55. Voting

(1) The Chairman may determine that any question to be submitted to a general meeting be determined by a poll without first submitting the question to the meeting to be decided by a show of hands.
(2) A poll may be demanded by:
(a) any shareholder under the Act (and not otherwise);
(b) the holder of the Limited Special Voting Share; or
(c) the Chairman.

No poll may be demanded on the election of a chairman of a meeting or, unless the Chairman otherwise determines, the adjournment of a meeting. A demand for a poll may be withdrawn. A demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.

(3) Subject to Rule 56, at any general meeting a resolution (other than a procedural resolution) put to the vote of the meeting on which the holder of the Limited Special Voting Share is entitled to vote shall be decided on a poll.
(4) Unless the Chairman makes the determination referred to in Rule 55(1) or unless a poll is properly demanded or required pursuant to Rules 55(2) and (3), each question submitted to a general meeting is to be decided in the first instance by a show of hands. Unless a poll is demanded, a declaration by the Chairman that a resolution has been passed or lost is conclusive, without proof of the number or proportion of the votes recorded in favour of or against the resolution.
(5) In the case of an equality of votes, the Chairman has, both on a show of hands and on a poll, a casting vote in addition to any votes to which the Chairman may be entitled as a shareholder, or as proxy, attorney or properly appointed representative of a shareholder.

56. Taking a poll

(1) If a poll is determined, demanded or otherwise required as provided in Rules 55(1), (2) and (3), it is to be taken in the manner and at the time (not being more than thirty days from the date of the meeting) and place as the Chairman directs. Any poll may, as the Chairman shall direct, close at different times for different classes of shareholders or for different shareholders of the same class entitled to vote on the relevant resolution. In the case of a poll on a resolution on which the holder of the Limited Special Voting Share is entitled to vote, the poll may remain open for so long as the Chairman may determine and, in any event, shall be kept open for such time as is necessary to allow the Parallel General Meeting of Plc to be held and for the votes attaching to the Limited Special Voting Share to be calculated and cast on such poll, although such poll may be closed earlier in

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respect of shares of other classes. The result of the poll is deemed to be the resolution of the meeting at which the poll was demanded. In the case of any dispute as to the admission or rejection of a vote, the Chairman’s determination in respect of the dispute is final.

(2) A demand for a poll does not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded. A poll demanded on a question of adjournment is to be taken at the meeting and without adjournment.
(3) The result of a poll may be announced in the manner the Chairman determines and at the time (whether during the relevant meeting or afterwards) as the Chairman considers appropriate.

57. Special meetings

All the provisions of this Constitution as to general meetings apply, with any necessary modifications, to any special meeting of any class of shareholders which may be held under the operation of this Constitution or the Act.

58. Not used

VOTING RIGHTS AND PROCEDURES UNDER SHARING AGREEMENT

59. Class Rights Actions

(1) The following matters shall constitute Class Rights Actions if undertaken by either the Company or Plc:
(a) the voluntary liquidation of the Company or of Plc;
(b) amendment of the terms of, or termination of, the Sharing Agreement, the Voting Agreement, the Plc Deed Poll Guarantee or of the Limited Deed Poll Guarantee (other than, in the case of the Voting Agreement, an amendment to conform such agreement with the terms of the Sharing Agreement or, in the case of any of those agreements, any amendment which is formal or technical in nature and which would not be materially prejudicial to the interests of the shareholders of the Company or of Plc or is necessary to correct any inconsistency or manifest error as agreed between the Board and the Board of Plc);
(c) amendment, removal, or the alteration of the effect of (which for the avoidance of doubt shall be taken to include the ratification of any breach of) any Plc Entrenched Provision or Limited Entrenched Provision (as the case may be);
(d) any Action requiring approval as a Class Rights Action pursuant to Clause 3.1(b) of the Sharing Agreement;
(e) a change in the corporate status of the Company from a public company limited by shares registered under the Corporations Act with its primary listing on ASX or Plc from a public listed company incorporated in England and Wales with its primary listing on the London Stock Exchange; and
(f) any other action or matter which the Board and the Board of Plc agree (either in a particular case or generally) should be treated as a Class Rights Action.
(2) A Class Rights Action in respect of an action of a kind described in:
(a) Rules 59(1)(a), (b) or (c) shall require approval by special resolution;

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(b) Rule 59(1)(d) or (e) shall require approval by ordinary resolution or in relation to either the Company or Plc, if required by Applicable Regulation applying to the Company or Plc or by this Constitution or the Plc Articles, by special resolution of the Company or Plc, as so required; and
(c) Rule 59(1)(f) shall require approval by ordinary resolution or in relation to either the Company or Plc, if required by Applicable Regulation applying to the Company or Plc or by this Constitution or the Plc Articles or if considered appropriate by the Board and the Board of Plc, by special resolution of the Company or Plc, as so required,

in each case in accordance with the Class Rights Procedure (and the type of resolution specified above shall be referred to in these Rules as the Required Resolution ).

(3) Subject to Rule 59(4):
(a) a Class Rights Action shall require approval by a Required Resolution of the shareholders of both the Company and Plc, in each case at a meeting at which the holders of Ordinary Shares and the holder of the Special Voting Share are entitled to vote as a single class on a poll; and
(b) in relation to such resolution proposed at a shareholders’ meeting of the Company, if the proposed Action has not, by the time of the closing of the poll, been approved by a Required Majority of the holders of Plc Ordinary Shares, the holder of the Limited Special Voting Share shall have sufficient votes to defeat such resolution as provided in Rule 62; and
(c) the holder of the Limited Special Voting Share shall otherwise not be entitled to vote in relation to that resolution.
(4) Where an action requiring approval as a Class Rights Action would not otherwise require approval of the shareholders of the Benefited Party, the Benefited Party shall not be required to convene a meeting for the purposes of Rule 59(3) and the Class Rights Action shall be approved if the holder of the Special Voting Share in the Benefited Party has given its written consent to the action, which consent shall only be given following the passing of a resolution by the Required Majority of the holders of Ordinary Shares of the Affected Party.

In this Rule 59(4), the expression Benefited Party shall mean such one of the Company or Plc whose holders of Ordinary Shares would benefit from a proposed action relative to the holders of Ordinary Shares in the other company ( Affected Party ).

60. Joint Electorate Actions

(1) Resolutions of the holders of Limited Ordinary Shares shall be subject to the Joint Electorate Procedure if they relate to the following matters:
(a) the appointment, removal or re-election of any Director or any director of Plc, or both of them;
(b) the receipt or adoption of the annual accounts of the Company or Plc, or both of them, or accounts prepared on a combined basis;
(c) a change of name by the Company or Plc, or both of them;
(d) the appointment or removal of the auditors of the Company or Plc, or both of them;
(e) any proposed acquisition, disposal or other transaction of the kinds referred to in Chapters 10 and 11 of the Listing Rules or Chapters 10 and 11 of the UKLA Listing Rules which (in any case) is required under such Applicable Regulation to be authorised by holders of Ordinary Shares;

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(f) a matter referred to in Clause 7.2 or 7.3 of the Sharing Agreement;
(g) any matter considered by shareholders at an annual general meeting of the Company or Plc (or at a general meeting held on the same day as an annual general meeting);
(h) any other matter which the Board and the Board of Plc decide (either in a particular case or generally) should be approved under the Joint Electorate Procedure.

If a particular matter falls both within Rule 59(1) and this Rule 60(1), then it shall be treated as a Class Rights Action falling exclusively within Rule 59(1).

(2) A Joint Electorate Action shall require approval by both:
(a) an ordinary resolution (or a special resolution if required by this Constitution or Applicable Regulation) of the votes cast by the holders of the Limited Ordinary Shares and the holder of the Limited Special Voting Share, voting as a single class; and
(b) an ordinary resolution (or a special resolution if required by the Plc Articles or Applicable Regulation) of the votes cast by the holders of the Plc Ordinary Shares and the holder of the Plc Special Voting Share, voting as a single class.
(3) For the purposes of Rule 59(2) and Rule 60(2) only, the expression special resolution shall include any resolution of the shareholders of the Company or of Plc where Applicable Regulation or either Constitution so requires, so as to approve the relevant resolution, an affirmative vote with a majority greater than that required for an ordinary resolution and in any particular case shall mean such majority as is so required.

VOTES OF SHAREHOLDERS

61. Votes attaching to shares

Subject to restrictions on voting affecting any class of shares and to Rules 3, 4, 7, 16(f), 31 and 72:

(a) on a show of hands:
(i) subject to paragraph (iii), each shareholder present in person or by proxy, representative or attorney (except the holder of the Limited Special Voting Share) has one vote;
(ii) the holder of the Limited Special Voting Share shall not be entitled to vote;
(iii) where a person is entitled to vote in more than one capacity, that person is entitled only to one vote; and
(b) subject to Rule 61(c), on a poll:
(i) each holder of Limited Ordinary Shares:
- (A) has one vote for each fully paid Limited Ordinary Share held; and
- (B) for each other Limited Ordinary Share held, has a vote in respect of the share which carries the same proportionate value as the proportion of the amount paid up or agreed to be considered as paid up on the total issue price of that share at the time the poll is taken bears to the total issue price of the share; and
(ii) the holder of the Limited Special Voting Share shall have the Specified Number (as set out Rule 62) of votes; and

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(c) on a poll, votes may be given either personally or by proxy (unless, consistently with the Act, the Board has approved other means (including electronic) for the casting and recording of votes by shareholders) and a person entitled to more than one vote need not use all that person’s votes or cast all the votes in the same way.

62. Specified Number

(1) The holder of the Limited Special Voting Share shall be entitled to attend at any general meeting at which the holder of the Special Voting Share is entitled to vote and, subject to the provisions below, to cast on a poll the Specified Number of votes, some of which may be cast for, some of which may be cast against, and others of which may be abstaining on, any resolution.
(2) (Joint Electorate Actions) The Specified Number of votes in relation to a resolution of the Company on a Joint Electorate Action shall be the total number of votes validly cast on the poll on the equivalent resolution at the Parallel General Meeting of Plc (other than those cast by an Excluded Plc Holder or cast in respect of Plc Excess Shares) divided by the Equalisation Fraction in effect at the time of such General Meeting rounded up to the nearest whole number.
(3) (Class Rights Actions) The Specified Number of votes in relation to a resolution of the Company to approve a Class Rights Action shall be equal to 34 per cent. (in relation to an action to be approved by special resolution) and 67 per cent. (in relation to an action to be approved by ordinary resolution) in each case, of the aggregate number of votes attaching to all classes of issued shares in the Company which could be cast on such resolution (rounded up to the next whole number).
(4) (Procedural Resolutions) On any procedural resolution in relation to or affecting a resolution relating to a Joint Electorate Action put to a general meeting at which a Joint Electorate Action is to be considered, the Specified Number of votes which may be cast shall be the number of votes cast on any equivalent resolution on a Joint Electorate Action at the Parallel General Meeting of Plc or, if there is no equivalent resolution, or if the general meeting of Plc has not been held and such votes counted by the beginning of the relevant general meeting, the number of such votes as are authorised to be so cast upon proxies lodged with Plc by such time as the Chairman may determine, in each case, divided by the Equalisation Fraction in effect at the time of such general meeting and rounded up to the nearest whole number.
(5) (Other decisions) The Specified Number of votes that may be cast on all other decisions shall be zero.

63. Not used

64. Not used

65. Not used

66. Voting by guardian

Where a guardian, receiver or other person (by whatever name called) has been appointed by any court claiming jurisdiction in that behalf to exercise powers with respect to the property or affairs of any member on the ground (however formulated) of mental disorder, the Directors may in their absolute discretion, upon or subject to production of such evidence of the appointment as the Directors may require, permit such guardian, receiver or other person on behalf of such member to vote in person or by proxy at any shareholders’ meeting or to exercise any other right conferred by membership in relation to shareholders’ meetings.

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67. Validity and result of vote

(1) No objection shall be raised as to the admissibility of any vote except at the meeting or adjourned meeting at which the vote objected to is or may be given or tendered and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection shall be referred to the chairman of the meeting whose decision shall be final and conclusive.
(2) Unless a poll is taken, a declaration by the chairman of the meeting that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the minute book, shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded for or against such resolution.

PROXIES

68. Proxies

(1) A shareholder who is entitled to attend and cast a vote at a general meeting of the Company may appoint a person as a proxy to attend and vote for the shareholder in accordance with the Act but not otherwise. A proxy appointed to attend and vote in accordance with the Act may exercise the rights of the shareholder on the basis and subject to the restrictions provided in the Act but not otherwise.
(2) A form of appointment of a proxy is valid if it is in accordance with the Act or in any form (including electronic) which the Board may prescribe or accept.
(3) An instrument appointing a proxy shall, unless the contrary is stated thereon, be valid as well for any adjournment of the meeting as for the meeting to which it relates. An instrument of proxy relating to more than one meeting (including any adjournment thereof) having once been so delivered for the purposes of any meeting shall not require again to be delivered for the purposes of any subsequent meeting to which it relates.
(4) Where the Company receives an appointment of proxy within the time specified in the notice of meeting for receipt of proxies and the Company considers that the instrument has not been duly executed, the Company may in its discretion:
(a) return the instrument appointing the proxy to the appointing shareholder; and
(b) request that the shareholder duly execute the appointment and return it to the Company before a nominated time (which may be later than the cut-off time specified in the notice of meeting for receipt of proxies).

The appointment of proxy will be valid if the duly executed instrument is returned to the Company before the time determined under Rule 68(4)(b).

(5) Where the Company receives an appointment of proxy that is unclear or incomplete (other than in the circumstances contemplated in Rule 68(4)):
(a) the Company may clarify with a shareholder by written or verbal communication any instruction on the appointment of the proxy and may, at its discretion, amend or complete the contents of the appointment of the proxy to reflect any clarification in instruction;
(b) the shareholder is taken to have appointed the Company as its attorney for the purpose of making any insertion or amendment in accordance with this Rule 68(5); and

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(c) the appointment of proxy will be valid if received by the Company within the time specified for receipt of proxies in the notice of meeting, notwithstanding that it was completed or amended under this Rule 68(5) after that time.
(6) A proxy received from the holder of the Limited Special Voting Share will be valid if it is received before the closing of a poll to which it relates.
(7) Voting instructions given by a shareholder to a Director or employee of the Company who is held out by the Company in material sent to shareholders as willing to act as proxy and who is appointed as proxy (Company Proxy) are valid only if contained in the form of appointment of the Company Proxy. If a shareholder wishes to give a Company Proxy appointed by the shareholder new instructions or variations to earlier instruction, the new instructions or variations are only valid, except in the case of a proxy received from the holder of the Limited Special Voting Share, if received at the Office at least 24 hours before the meeting or adjourned meeting by a notice in writing signed by the shareholder or validated by the shareholder in a form acceptable to the Board.

69. Validity, revocation

(1) The validity of any resolution is not affected by the failure of any proxy or attorney to vote in accordance with instructions (if any) of the appointing shareholder.
(2) A vote given in accordance with the terms of a proxy or power of attorney is valid despite the previous death or mental incapacity of the appointing shareholder, revocation of the proxy or power of attorney or transfer of the shares in respect of which the vote is given, unless notice in writing of the death, mental incapacity, revocation or transfer has been received at the Office at least 48 hours before the relevant meeting or adjourned meeting.
(3) A proxy is not rendered ineffective by reason only of the adjournment of the meeting in respect of which the proxy is appointed.
(4) A proxy is not revoked by the appointing shareholder attending and taking part in the meeting, unless the appointing shareholder votes at the meeting on the resolution for which the proxy is proposed to be used.

70. Not used

71. Board to issue forms of proxy

The Board must issue with any notice of general meeting of shareholders or any class of shareholders forms of proxy for use by the shareholders. Each form may include the names of any of the Directors or of any other persons as suggested proxies. The forms must be worded so that a proxy may be directed to vote either for or against each or any of the resolutions to be proposed.

72. Attorneys of shareholders

By properly executed power of attorney, any shareholder may appoint an attorney to act on the shareholder’s behalf at all or certain specified meetings of the Company and such attorney shall be recognised as a person present at that meeting. Before the attorney is entitled to act under the power of attorney, the power of attorney or proof of the power of attorney to the satisfaction of the Board must be produced for inspection at the Office or any other place the Board may determine together, in each case, with evidence of the due execution of the power of attorney as required by the Board. The attorney may be authorised to appoint a proxy for the shareholder granting the power of attorney.

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73. Not used

DIRECTORS

74. Number of Directors

Unless and until otherwise decided by ordinary resolution, the number of Directors (not including alternate Directors) shall be not less than eight and not more than twenty. All Directors are required to be natural persons.

75. Not used

76. Remuneration of non-executive Directors

As remuneration for services each non-executive Director (other than an alternate Director) is to be paid out of the funds of the Company a sum determined by the Board payable at the time and in the manner determined by the Board but the aggregate remuneration paid to all the non-executive Directors in any year together with remuneration paid to those non-executive directors by Plc for their services may not exceed an amount fixed by the Company in general meeting. The expression remuneration in this Rule does not include any amount which may be paid by the Company under Rules 77, 78, 79, or 146 or by Plc under Articles 77, 78, 79 or 146.

77. Remuneration of Directors for extra services

Any Director who serves on any committee, or who devotes special attention to the business of the Company, or who otherwise performs services which in the opinion of the Board are outside the scope of the ordinary duties of a Director or who, at the request of the Board, engages in any journey on the business of the Company, may be paid extra remuneration as determined by the Board.

78. Travelling and other expenses

Every Director is, in addition to any other remuneration provided for in this Constitution, entitled to be paid from Company funds all reasonable travel, accommodation and other expenses incurred by the Director in attending meetings of the Company or of the Board or of any Committees or while engaged on the business of the Company.

79. Retirement benefits

The Directors shall have power to pay and agree to pay gratuities, pensions or other retirement, superannuation, death or disability benefits to (or to any person in respect of) any person who is or has been at any time a Director of the Company or in the employment or service of the Company or Plc or of any company which is or was a subsidiary of or associated with the Company or Plc, provided that such payment or agreement is made in accordance with the Act. For the purpose of providing such gratuities, pensions or other benefits, the Company may contribute to any scheme or fund or pay such premiums as the Directors think fit.

80. Appointment and remuneration of executive Directors

(1) The Directors or any committee authorised by the Board may from time to time appoint any Director to be the holder of any executive office on such terms and for such period as they may determine and, without prejudice to any claim for damages for breach of any contract entered into in any particular case, may at any time revoke or vary the terms of any such appointment.

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(2) Subject to the Act and the Listing Rules, a Director appointed to hold employment or executive office with the Company or Plc shall be appointed on such terms as to remuneration (whether by salary, commission or participation in profits or otherwise) as may be determined by the Board or any committee authorised by the Board.

81. Powers of Directors

The Board may entrust to and confer upon any Director any of the powers exercisable under this Constitution by the Board as it thinks fit and upon such terms and conditions and with such restrictions as it thinks appropriate but the conferring of powers by the Board on a Director does not exclude the exercise of those powers by the Board, and the Board may from time to time revoke, withdraw, alter or vary all or any of such powers.

APPOINTMENT AND RETIREMENT OF DIRECTORS

82. Not used

83. Term of appointment

(1) At every annual general meeting, one-third of the Directors or, if their number is not a multiple of three, then the number nearest to but not less than one-third must retire from office.
(2) A Director who is required to retire under Rule 83(1) retains office until the later of the end of the meeting at which the Director retires and the end of the Parallel General Meeting.
(3) Subject to Rules 82(4) and 88, the Directors to retire under Rule 83(1) are those longest in office since last being elected. As between Directors who were elected on the same day the Directors to retire are (in default of agreement between them) determined by lot. The length of time a Director has been in office is calculated from the Director’s last election or appointment. A retiring Director is eligible for re-election.
(4) Not used.
(5) Without prejudice to the foregoing, a Director must retire from office at the conclusion of the third annual general meeting after which the Director was elected or re-elected.

84. Not used

85. Re-election of retiring Director

(1) At the meeting at which a Director retires under any provision of this Constitution, the Company may by ordinary resolution approved in accordance with Rules 59 to 60 fill the office being vacated by electing to that office the retiring Director or some other person eligible for election.
(2) Notwithstanding Rule 83(2), if a retiring Director is re-elected in accordance with Rule 85(1) the retiring Director will continue in office without a break.
(3) If:
(a) prior to the commencement of any general meeting the office of a Director has become vacant;
(b) that office remains vacant at the commencement of that general meeting; and

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(c) that Director would have been taken into account in determining the number of Directors who are to retire by rotation under Rule 83(1),

then the Company may by ordinary resolution approved in accordance with Rules 59 to 60 fill that office by electing as a Director any person eligible for election.

86. Not used

87. Nomination of Directors

(1) No person (other than a retiring Director) is eligible for election to the office of Director at any general meeting unless:
(a) a shareholder intending to nominate the person has given notice in writing signed by the shareholder; and
(b) the person nominated has given notice in writing signed by the person of his willingness to be elected as a Director of the Company and a Director of Plc and satisfies candidature for the office.
(2) To be valid, the notice required under Rule 87(1) is to be delivered to the Office not less than 40 business days before the earlier of the date appointed for the meeting and the date appointed for the Parallel General Meeting of Plc unless the nominee has been recommended by the Board for election, in which case the notice is required to be delivered to the Office at least 28 days before the meeting.
(3) The Directors shall nominate for election as a Director at a General Meeting of the Company any person duly nominated for election at the Parallel General Meeting of Plc.

88. Election or appointment of additional Directors

The Company may by ordinary resolution approved in accordance with Rules 59 to 60 elect, and without prejudice thereto the Board shall have the power at any time to appoint, any person as a Director, either to fill a casual vacancy or as an addition to the Board but so that the number of Directors does not exceed the maximum number determined under Rule 74. Any Director appointed under this Rule:

(a) holds office only until the dissolution or adjournment of the next general meeting at which the Board proposes or this Constitution requires that an election be held;
(b) is eligible for election at that general meeting; and
(c) where the general meeting is an annual general meeting, is not to be taken into account in determining the number of Directors who are to retire by rotation at the meeting.

89. Vacation of office

(1) The office of a Director is vacated:
(a) Not used;
(b) on the Director being absent from greater than two consecutive meetings of the Board without leave of absence from the Board;
(c) on the Director resigning office by notice in writing to the Company;
(d) Not used;

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(e) on the Director ceasing to be a director of Plc;
(f) on the Director being prohibited from being a Director by reason of the operation of Applicable Regulation;
(g) if the Director has been appointed for a fixed term—when the term expires;
(h) if, in Australia or elsewhere, an order is made by any court on the ground (however formulated) of mental disorder for the Director’s detention or for the appointment of a guardian of the Director or for the appointment of a receiver or other person (by whatever name called) to exercise powers with respect to the Director’s property or affairs; or
(i) on the Director being removed from office under the Act.
(2) The office of a Director who is an employee of any member of the Group is terminated on the Director ceasing to be employed within the Group but the person concerned is eligible for reappointment or re-election as a Director of the Company.

90. Removal of Directors

(1) Subject to Rules 59 to 60, the Company may, in accordance with and subject to the provisions of the Act, by ordinary resolution remove any Director from office. The Company may do so notwithstanding any provision of this Constitution or of any agreement between the Company and such Director, but without prejudice to any claim he may have for damages for breach of any such agreement.
(2) Subject to Rules 59 to 60, the Company may by ordinary resolution elect another person in place of a Director removed from office under Rule 90(1), provided that such person’s election will not take effect unless and until such person is elected as a director of Plc. Any person so elected shall be treated for the purpose of determining the time at which he or any other Director is to retire by rotation as if he had become a Director on the day on which the Director in whose place he is elected was last elected a Director. In default of such election the vacancy arising upon the removal of a Director from office may be filled as a casual vacancy.

PROCEEDINGS OF DIRECTORS

91. Procedures relating to Directors’ meetings

(1) The Board may meet together, adjourn and otherwise regulate its meetings as it thinks fit.
(2) The Board may at any time and the Secretary, on the request of the Chairman or any two Directors, must convene a meeting of the Board. Notice of meeting of the Board may be given by mail (electronic or otherwise), personal delivery or facsimile transmission to the usual place of business or residence of the Director or to any other address given to the Secretary by the Director or by any technology agreed by all the Directors.

92. Quorum

The quorum necessary for the transaction of business of the Directors shall be three unless otherwise determined by the Board. A meeting of the Directors at which a quorum is present shall be competent to exercise all powers and discretions for the time being exercisable by the Directors.

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93. Chairman

The Board may elect a Chairman and one or more Deputy Chairman of its meetings and determine the period for which each is to hold office. If no Chairman or Deputy Chairman is elected or if at any meeting the Chairman and the Deputy Chairmen are not present at the time specified for holding the meeting, the Directors present may choose one of their number to be Chairman of the meeting.

94. Votes at meetings

Questions arising at any meeting of the Board are decided by a majority of votes and, in the case of an equality of votes, the Chairman (except when only two Directors are present or except when only two Directors are competent to vote on the question then at issue) has a second or casting vote.

95. Number of Directors below minimum

If the number of Directors is reduced below the minimum number fixed under this Constitution, the continuing Directors may act for the purpose of increasing the number of Directors to that number or of calling a general meeting of the Company but for no other purpose.

96. Resolutions in writing/Meetings by technology

(1) A resolution in writing signed by all the Directors or a resolution in writing of which notice has been given to all Directors and which is signed by a majority of the Directors entitled to vote on the resolution (not being less than the number required for a quorum at a meeting of the Board) is a valid resolution of the Board. The resolution may consist of several documents in the same form each signed by one or more of the Directors. A facsimile transmission or other document produced by mechanical or electronic means under the name of a Director with the Director’s authority is considered to be a document in writing signed by the Director.
(2) The Board may meet either in person or by telephone, audio visual link or by using any other technology:
(a) which allows each Director who participates:
- (i) to hear each of the other participating Directors addressing the meeting; and
- (ii) if he so wishes, to address all of the other participating Directors simultaneously; and
(b) which has been consented to by all Directors.

A consent may be a standing one. A meeting conducted by telephone or other means of communication is deemed to be held at the place from where the Chairman of the meeting participates.

97. Validity of actions

All actions at any meeting of the Board or by a Committee or by any person acting as a Director are, despite the fact that it is afterwards discovered that there was some defect in the appointment of any of the Directors or the Committee or the person acting as a Director or that any of them were disqualified, as valid as if every person had been properly appointed and was qualified and continued to be a Director or a member of the Committee.

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DIRECTORS’ INTERESTS

98. Directors may have interests

Subject to the provisions of the Act, and provided that he has disclosed to the Directors the nature and extent of any interest of his, a Director notwithstanding his office:

(a) may be a party to, or otherwise interested in, any contract, transaction or arrangement with the Company or Plc or in which the Company or Plc is otherwise interested;
(b) may be a director or other officer of, or employed by, or a party to any contract, transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or Plc or in which the Company or Plc is otherwise interested;
(c) may (or any firm of which he is a partner, employee or member may) act in a professional capacity for the Company or Plc (other than as Auditor) and be remunerated therefor; and
(d) shall not, save as otherwise agreed by him, be accountable to the Company for any benefit which he derives from any such contract, transaction or arrangement or from any such office or employment or from any interest in any such body corporate or for such remuneration and no such contract, transaction or arrangement shall be liable to be avoided on the grounds of any such interest or benefit.

99. Restrictions on voting

(1) Except as set out below, a Director shall not vote in respect of any contract or arrangement or any other proposal whatsoever in which the Director has a material personal interest. A Director shall not be counted in the quorum in relation to any resolution on which he is not entitled to vote.
(2) Subject to the provisions of the Act, a Director shall (in the absence of some other material personal interest than is indicated below) be entitled to vote (and be counted in the quorum) in respect of any resolution concerning any of the following matters, namely, where the material personal interest:
(a) arises because the Director is a shareholder of the Company and is held in common with the other shareholders of the Company; or
(b) arises in relation to the Director’s remuneration as a Director of the Company; or
(c) relates to a contract the Company is proposing to enter into that is subject to approval by the shareholders and will not impose any obligation on the Company if it is not approved by the shareholders; or
(d) arises merely because the Director is a guarantor or has given an indemnity or security for all or part of a loan (or proposed loan) to the Company; or
(e) arises merely because the Director has a right of subrogation in relation to a guarantee or indemnity referred to in subparagraph (d); or
(f) relates to a contract that insures, or would insure, the Director against liabilities the Director incurs as an officer of the Company (but only if the contract does not make the Company or a related body corporate the insurer); or
(g) relates to:
- (i) any payment by the Company or a related body corporate in respect of an indemnity permitted by law; or

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(ii) any contract relating to or containing an indemnity permitted by law; or

(h) is in a contract, or proposed contract, with, or for the benefit of, or on behalf of, a related body corporate and arises merely because the Director is a director of the related body corporate.
(3) Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more Directors to offices or employments with the Company or any body corporate in which the Company is interested, the proposals may be divided and considered in relation to each Director separately and in such case each of the Directors concerned (if not debarred from voting under this Rule) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.
(4) If a question arises at any time as to the materiality of a Director’s interest or as to his entitlement to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the Chairman of the meeting and his ruling in relation to any Director other than himself shall be final and conclusive except in a case where the nature or extent of the interest of such Director has not been fairly disclosed. If any question shall arise in respect of the Chairman of the meeting and is not resolved by his voluntarily agreeing to abstain from voting, the question shall be decided by a resolution of the Directors (for which purpose the Chairman shall be counted in the quorum but shall not vote on the matter) and the resolution shall be final and conclusive except in a case where the nature or extent of the interest of the Chairman, so far as known to him, has not been fairly disclosed.
(5) Despite having an interest in any contract or arrangement a Director may participate in the execution of any document evidencing or connected with the contract or arrangement, whether by signing, sealing or otherwise.
(6) A Director or any person who is an associate of a Director under the Listing Rules may participate in any issue by the Company of securities unless the Director is precluded from participating by Applicable Regulation.

100. Directors’ interests—general

(1) For the purposes of the two preceding Rules:
(a) a general notice given to the Directors that a Director is to be regarded as having an interest of the nature and extent specified in the notice in any contract, transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the Director has an interest in any such contract, transaction or arrangement of the nature and extent so specified;
(b) an interest (whether of his or of such a connected person) of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his;
(c) in the case of an alternate director, an interest of his appointor shall be treated as an interest of the alternate in addition to any interest which the alternate otherwise has; and
(d) references to a contract include reference to any proposed contract and to any transaction or arrangement whether or not constituting a contract.
(2) The Board may exercise the voting power conferred by the shares in any corporation held or owned by the Company as the Board thinks fit (including the exercise of the voting power in favour of any

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resolution appointing the Directors or any of them directors of that corporation or voting or providing for the payment of remuneration to the directors of that corporation) and a Director of the Company may vote in favour of the exercise of those voting rights despite the fact that the Director is, or may be about to be appointed, a director of that other corporation and may be interested in the exercise of those voting rights.

(3) Any Director may lend money to the Company at interest with or without security or may, for a commission or profit, guarantee the repayment of any money borrowed by the Company and underwrite or guarantee the subscription of shares or securities of the Company or of any corporation in which the Company may be interested without being disqualified in respect of the office of Director and without being liable to account to the Company for the commission or profit.

COMMITTEES

101. Committees

The Board may delegate any of its powers or discretions (including without prejudice to the generality of the foregoing all powers and discretions whose exercise involves or may involve the payment of remuneration to or the conferring of any other benefit on all or any of the Directors) to Committees consisting of Directors or any other person or persons as the Board thinks fit. In the exercise of the powers or discretions delegated, any Committee formed or person or persons appointed to the Committee must conform to any regulations that may be imposed by the Board. A Committee or other delegate of the Board may be authorised to sub-delegate any of the powers or discretions for the time being vested in it.

102. Proceedings of Committee meetings

The meetings and proceedings of any Committee are to be governed by the provisions of this Constitution for regulating the meetings and proceedings of the Board so far as they are applicable and are not inconsistent with any regulations made by the Board under Rule 101.

POWERS OF THE BOARD

103. General powers of the Board

The management and control of the business and affairs of the Company are vested in the Board, which (in addition to the powers and authorities conferred on them by this Constitution) may exercise all powers and do everything which is within the power of the Company and not by this Constitution or by law required to be exercised or done by the Company in general meeting.

104. Powers and obligations in relation to the Sharing Agreement

(1) The Company having entered into the Sharing Agreement, the Voting Agreement and the Deed Poll Guarantee, the Directors are authorised and directed subject to Applicable Regulation to carry into effect the Sharing Agreement, the Voting Agreement and the Limited Deed Poll Guarantee with full power to:
(i) agree any amendment or termination of all or any of the terms of the Sharing Agreement, the Voting Agreement or the Limited Deed Poll Guarantee;
(ii) enter into, carry into effect any further or other agreements or arrangements with or in connection with Plc; and

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(iii) do all such things as in the opinion of the Directors are necessary or desirable for the furtherance, maintenance or development of the relationship with Plc constituted by or arising out of any agreement or arrangement,

and nothing done by any Director in good faith pursuant to such authority and obligations shall constitute a breach of the fiduciary duties of such Director to the Company or to the members of the Company.

(2) Without limitation to the generality of the foregoing, the Directors may in addition to their duties to the Company have regard to the interests of Plc and both the holders of Plc Ordinary Shares and Limited Ordinary Shares as if the Company and Plc were a single unified economic entity and for that purpose the Directors may take into account in the exercise of their powers the interests of the holders of Plc Ordinary Shares.

105. Not used

106. Appointment of attorney

The Directors may from time to time and at any time by power of attorney or otherwise appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under this Constitution) and for such period and subject to such conditions as they may think fit, and any such appointment may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.

107. Not used

108. Not used

109. Not used

110. Borrowing powers

Subject to the provisions of the Act, the Directors may exercise all the powers of the Company to borrow money, and to mortgage or charge its undertaking, property, assets (both present and future) and uncalled capital or any part or parts thereof and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

111. Not used

112. Not used

113. Not used

AUTHENTICATION OF DOCUMENTS

114. Authentication of Documents

Any Director, Secretary, Assistant Secretary or Deputy Secretary or any person appointed by the Directors for the purpose shall have power to authenticate:

(a) any document affecting the constitution of the Company;

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(b) any resolution passed at a shareholders’ meeting or at a meeting of the Directors or of any committee;
(c) any book, record, document or account relating to the business of the Company,

and to certify copies thereof or extracts therefrom as true copies or extracts; and where any book, record, document or account is elsewhere than at the Office the local manager or other officer of the Company having the custody thereof shall be deemed to be a person appointed by the Directors as aforesaid. A document purporting to be a copy of any such resolution, or an extract from the minutes of any such meeting, which is certified as aforesaid shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that any minute so extracted is a true and accurate record of proceedings at a duly constituted meeting.

115. Not used

116. Not used

DIVIDENDS

117. Not used

118. Power of Board to pay dividends

(1) Subject to Rules 59 to 60, the Board may determine that a dividend (including an interim dividend on account of the next forthcoming dividend) is payable and fix the amount, time for payment and method of payment. Where permitted by the Statutes, the methods of payment may include the payment of cash, the issue of shares, the grant of options and the transfer of assets.
(2) Without limiting Rule 8, where the terms of any new issue of shares provide for the new shares to have different dividend rights to other shares then in issue, the new shares have those different dividend rights.
(3) Provided the Directors act in good faith they shall not incur any liability to the holders of any shares for any loss they may suffer by the lawful payment, on any other class of shares having rights ranking after or pari passu with those shares, of any such fixed or interim dividend as aforesaid.

119. Distribution otherwise than in cash

(1) Subject to Rules 59 to 60, when determining to pay a dividend under Rule 118, the Board may determine that payment of the dividend be effected wholly or in part by the distribution of specific assets or documents of title and in particular of paid up shares, debentures, debenture stock or grant of options or other securities of the Company or any other corporation or entity.
(2) The Board may appoint any officer of the Company to sign on behalf of each shareholder entitled to participate in the dividend any document in the Board’s opinion desirable or necessary:
(a) to vest in the shareholder title to assets; and
(b) in the case of a distribution of shares in any corporation, to constitute the shareholder’s agreement to become a member of the corporation,

and, in executing the document, the officer acts as agent and attorney for the shareholder.

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(3) Where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional certificates, may fix the value for distribution of such specific assets or any part thereof, may determine that cash shall be paid to any member upon the footing of the value so fixed in order to adjust the rights of members and may vest any assets in trustees.

120. Not used

121. Ranking of shares for dividends

(1) Any dividend or interim dividend is (subject to the rights of, or any restrictions on, the holders of shares created or raised under any special arrangement as to dividend) payable on each share on the basis of the proportion which the amount paid (or agreed to be considered to be paid) bears to the total issue price of the share. The dividend may be fixed at a rate per annum in respect of a specified period but no amount paid on a share in advance of calls is to be treated as paid on the share.
(2) The rights attached to the shares of the Company, as regards the participation in the profits available for distribution and resolved to be distributed, are as follows:
(a) the holders of the preference shares shall be entitled, in priority to any payment of dividend to the holders of any other class of shares, to a preferred right to participate as regards dividends up to but not beyond a specified amount in distribution;
(b) subject to the special rights attaching to any preference shares but in priority to any payment of dividends on all other classes of shares, the holder of the Equalisation Share shall be entitled to be paid such dividends as are declared or paid thereon in accordance with clause 3.4 of the Sharing Agreement; and
(c) any surplus remaining after payment of the distributions under Rule 121(a) or (b) shall be payable to the holders of the Limited Ordinary Shares and the Limited Special Voting Share in equal amounts per share.

122. Manner of payment of dividends

(1) Payment of any dividend may be made in any manner, by any means and in any currency determined by the Board.
(2) Without limitation of Rule 122(1), Directors may also determine the foreign currency equivalent of any sums payable as a dividend by reference to such market rate or rates or the mean of such market rates prevailing at such time or times or on such date or dates, in each case falling on or before the record date for the dividend, as the Directors may in their discretion select.
(3) Without affecting any other method of payment which the Board may adopt, payment of any dividend may be made to the shareholder entitled to the dividend or, in the case of joint holders, to the shareholder whose name appears first in the Register in respect of the joint holding.

123. Not used

124. Not used

125. No interest on dividends

No dividend or other moneys payable on or in respect of a share shall bear interest as against the Company.

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126. Retention of dividends

(1) The Directors may retain any dividend or other moneys payable on or in respect of a share on which the Company has a lien and may apply the same in or towards satisfaction of the moneys payable to the Company in respect of that share.
(2) The Directors may retain the dividends payable upon shares to which any person is entitled under Rule 41 or 42 until that person becomes a member in respect of those shares or transfers those shares.

127. Unclaimed dividend

All unclaimed dividends may be invested or otherwise made use of by the Board for the benefit of the Company until claimed or otherwise disposed of according to law.

128. Waiver of dividend

The waiver in whole or in part of any dividend on any share by any document (whether or not executed as a deed) shall be effective only if such document is signed by the shareholder (or the person entitled to the share in consequence of the death or bankruptcy of the holder or otherwise by operation of law) and delivered to the Company and if or to the extent that the same is accepted as such or acted upon by the Company.

CAPITALISATION OF PROFITS AND RESERVES

129. Capitalisation of profits and reserves

(1) Subject to Rules 59 to 60, the Board may capitalise any sum forming part of the undivided profits, any reserve or other account of the Company and which is available for distribution.
(2) Such capitalisation shall be effected by:
(a) appropriating such sum to shareholders on the Register at the close of business on the date of the resolution (or such other date as may be specified therein or determined as therein provided) in the same proportions in those holders would be entitled to receive such sum if distributed by way of dividend or in accordance with either the terms of issue of any shares or the terms of any employee share plan; and
(b) applying such sum, in the proportions specified above, on behalf of those holders either in paying up the amounts for the time being unpaid on any issued shares held by them, or in paying up in full unissued shares or other securities of the Company to be issued to them accordingly, or partly in one way and partly in the other.
(3) The Board may specify the manner in which any fractional entitlements and any difficulties relating to distribution are to be dealt with and, without limiting the generality of the foregoing, may specify that fractions are to be disregarded or that any fractional entitlements are to be increased to the next whole number or that payments in cash instead of fractional entitlements be made.
(4) The Board may make all necessary appropriations and applications of the amount to be capitalised under Rule 129(1) and all necessary issues of fully paid shares or debentures.
(5) Where required, the Board may appoint a person to sign a contract on behalf of the shareholders entitled on a capitalisation to any shares or debentures, which provides for the issue to them, credited

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as fully paid, of any further shares or debentures or for the payment by the Company on their behalf of the amounts or any part of the amounts remaining unpaid on their existing shares by the application of their respective proportions of the sum resolved to be capitalised.

DIVIDEND PLANS

130. Dividend Plans

Subject to Rules 59 to 60, the Board may establish, maintain, suspend, reinstate and amend one or more Dividend Plans (including the establishment of rules) including without limitation any Dividend Plan under which shareholders may elect with respect to some or all of their shares (subject to the rules of the relevant plan):

(a) to reinvest in whole or in part dividends paid or payable or which may become payable by the Company to the shareholder in cash by subscribing for shares in the capital of the Company;
(b) to be issued with shares instead of being paid a dividend;
(c) that dividends from the Company not be declared or paid and that instead a payment or distribution other than a dividend (including without limitation an issue of bonus shares, with no amount credited to the share capital account in connection with the issue of those shares) be made by the Company; and
(d) that cash dividends from the Company not be paid and that instead a cash dividend or payment or other distribution (including without limitation an issue or transfer of securities) be received from the Company, or a Related Corporation of the Company, or any other entity determined by the Board.

ACCOUNTS AND RECORDS

131. Accounts and records

(1) Accounting records sufficient to show and explain the Company’s transactions and otherwise complying with the Statutes shall be kept at the Office, or at such other place as the Directors think fit, and shall always be open to inspection by the Directors and other officers of the Company.
(2) Without limitation to paragraph (1) of this Rule, where the Board considers it appropriate, the Company may:
(a) give a Director or former Director access to certain papers, including documents provided or available to the Board and other papers referred to in those documents; and
(b) bind itself in any contract with a Director or former Director to give the access.
(3) Subject to paragraphs (1) and (2) of this Rule, no member of the Company or other person shall have any right of inspecting any account or book or document of the Company except as conferred by statute or ordered by a court of competent jurisdiction or authorised by the Directors.

132. Not used

133. Not used

134. Not used

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NOTICES

135. Service of notices

(1) A notice may be given by the Company to any shareholder, or in the case of joint holders to the shareholder whose name appears first in the Register, personally, by leaving it at the shareholder’s registered address, by sending it by prepaid post or facsimile transmission to the shareholder’s registered address, by other electronic means determined by the Board and previously notified to shareholders, or by any other means authorised in writing by the shareholder or by Applicable Regulation.
(2) For the purposes of determining the time at which a notice is served:
(a) Any notice sent by post is taken to have been served at 10.00 am on the day after the date on which it is posted. A certificate signed by a Secretary or officer of the Company to the effect that a notice was duly posted is conclusive evidence of that fact;
(b) Any notice served on a shareholder personally or left at the shareholder’s registered address is taken to have been served when delivered;
(c) Any notice served on a shareholder by facsimile or other electronic transmission is taken to have been served when the transmission is sent; and
(d) Where the Company gives notice to a shareholder by making the notice accessible electronically, the notice is taken as given at 10.00 am on the day after the date on which the shareholder is informed that the notice is available.
(3) The accidental failure to send, or the non-receipt by any person entitled to, any notice of or other document relating to any meeting or other proceeding shall not invalidate the relevant meeting or other proceeding.
(4) Where a shareholder does not have a registered address or where the Company has reason to believe that a shareholder is not known at the shareholder’s registered address, all future notices are taken to be given to the shareholder if the notice is exhibited in the Office for a period of 48 hours (and is taken to be served at the commencement of that period) unless and until the shareholder informs the Company of a registered place of address.

136. Notice to transferor binds transferee

Every person who, by operation of law, transfer or any other means becomes entitled to be registered as the holder of any shares is bound by every notice which, prior to the person’s name and address being entered in the Register in respect of those shares, was properly given to the person from whom the person derives title to those shares.

137. Deceased and bankrupt members

A notice served in accordance with this Constitution is (despite the fact that the shareholder is then dead, bankrupt or in liquidation and whether or not the Company has notice of the shareholder’s death, bankruptcy or liquidation) taken to have been properly served in respect of any registered shares, whether held solely or jointly with other persons by the shareholder, until another person is registered in the shareholder’s place as the holder or joint holder. The service is sufficient service of the notice or document on the shareholder’s personal representative, trustee in bankruptcy or liquidator and any person jointly interested with the shareholder in the shares.

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138. Not used

139. Not used

140. Not used

WINDING UP OF PLC OR THE COMPANY

141. Plc insolvency

(1) Subject to Rule 141(2):
(a) Upon receipt of a Plc Insolvency Notice, the Company shall seek to ensure that the economic returns made or otherwise available to a holder of a Limited Ordinary Share relative to the economic returns available to a holder of a Plc Ordinary Share (or vice versa) are in due proportion having regard to the Equalisation Ratio ( Economic Equivalence ) by taking the steps set out in paragraphs 141(1)(b) or (c).
(b) The Company shall have the right at any time within 12 months from the Notice Date to either:
- (i) irrevocably offer to the holders of Plc Ordinary Shares on the Notice Date, in consideration for their Plc Ordinary Shares, such number of Limited Ordinary Shares pro rata to their holdings of Plc Ordinary Shares as is required to ensure that, after such issue, Economic Equivalence is achieved; or
- (ii) pay to holders of Plc Ordinary Shares on the Notice Date an amount equal to that proportion of the Company’s Market Capitalisation as at the Notice Date such that the amount paid and the balance remaining ensure that Economic Equivalence is achieved.
(c) Unless the Company has exercised its rights under paragraph 141(1)(b), then, subject to paragraph 141(1)(d), the Company must:
- (i) within 3 months from the date the liquidator of Plc has finally established the identity of and amounts owed to the Proven Creditors (but in any event not earlier than the expiration of the period set out in paragraph (b) above), pay in full all Proven Creditors of Plc and all other costs and expenses of the liquidation (including those of the liquidator); and
- (ii) within 1 month thereafter pay to Plc an amount equal to that proportion of the Company’s total Market Capitalisation on the date all payments have been made pursuant to paragraph 141(1)(c)(i) such that the amount paid and the balance remaining ensure that Economic Equivalence is achieved.
(d) Payments under this Rule 141(1) shall only be made by the Company to the extent that after making such payment there will remain available to the Company sufficient assets to pay all its debts as and when they become due and payable.
(2) If the Company has provided to Plc a Limited Insolvency Notice and has received a Plc Insolvency Notice and if:
(a) the Company has surplus assets available for distribution to the holders of its Ordinary Shares after payment of all debts due; and

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(b) the ratio of the surplus attributable to each Limited Ordinary Share to the surplus attributable to each Plc Ordinary Share would otherwise not equal the Equalisation Ratio,

then the Company must as soon as practicable pay to Plc (where possible) an amount which results in that ratio equalling the Equalisation Ratio.

(3) In this Rule 141:
(a) Economic Equivalence shall be determined before deduction of any amount in respect of Tax which may be deducted or withheld in respect of any payment to a holder of Ordinary Shares and disregarding any Tax payable by or on behalf of, or any Tax Benefit arising to, a holder of Ordinary Shares.
(b) Market Capitalisation , in relation to the Company, means the total value of all its issued Ordinary Shares (determined by reference to the trading price of those shares on the close of trading on the relevant day on the stock exchange on which it has its primary listing).
(c) Notice Date means the date Plc gives to the Company the Plc Insolvency Notice in accordance with Article 142 of the Plc Articles.
(d) Plc Insolvency Notice means a notice from Plc under Article 142 of the Plc Articles stating that, in the reasonable opinion of the Plc directors, Plc is, or is or likely to become, insolvent (whether or not a receiver, receiver and manager, provisional liquidator or liquidator has been appointed or mortgagee has taken possession of the property of Plc).
(e) Proven Creditors means all persons that the liquidator of Plc has established as ranking in priority to the holders of Plc Ordinary Shares and who would be entitled to a payment as a result of the liquidation of Plc.
(f) The surplus assets of the Company available for distribution to holders of Limited Ordinary Shares shall, for the purposes of Rule 141(2), be calculated:
- (i) before deduction of any amount in respect of Tax which may be deducted or withheld from the distribution by or on behalf of the Company; but
- (ii) net of any Tax payable by the Company on the distribution to holders of Limited Ordinary Shares excluding, for the avoidance of doubt, any Tax within paragraph (i) above.
(g) Where the Company is to pay an amount to Plc, the calculation of the amount of the payment shall take account of any Tax payable on the making or receipt of, or any withholding or deduction in respect of Tax arising on, any payment, after allowing for any offsetting Tax Benefits.

142. Insolvency Notice

If, in the reasonable opinion of the Directors, the Company is, or is likely to become, insolvent (whether or not a receiver, receiver and manager, provisional liquidator or liquidator has been appointed or mortgagee has taken possession of the property of Limited) the Directors must immediately give notice ( Limited Insolvency Notice ) to Plc of such fact.

143. Not used

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144. Rights on winding-up

(1) Subject to Rules 141 and 144(4), if the Company is wound up, whether voluntarily or otherwise, the liquidator may divide among all or any of the contributories as the liquidator thinks fit in specie or kind any part of the assets of the Company, and may vest any part of the assets of the Company in trustees on any trusts for the benefit of all or any of the contributories as the liquidator thinks fit.
(2) If thought expedient, any division may be otherwise than in accordance with the legal rights of the contributories and, in particular, any class may be given preferential or special rights or may be excluded altogether or in part, but in case any division otherwise than in accordance with the legal rights of the contributories is determined, any contributory who would be prejudiced by the division has a right to dissent and ancillary rights as if the determination were a special resolution passed under the Act relating to the sale or transfer of the Company’s assets by a liquidator in a voluntary winding up.
(3) If any shares to be divided in accordance with Rule 144(1) involve a liability to calls or otherwise, any person entitled under the division to any of the shares may by notice in writing within ten business days after the passing of the special resolution, direct the liquidator to sell the person’s proportion and pay the person the net proceeds and the liquidator is required, if practicable, to act accordingly.
(4) On a return of assets on liquidation, the assets of the Company remaining available for distribution among members, after giving effect to the payment of all prior ranking amounts owed to the creditors of the Company and prior ranking statutory entitlements and after giving effect to preferential rights attached to any preference shares issued by the Company and to the rights of other shares having a preferred right to participate as regards capital up to but not beyond a specified amount in a distribution and to any provision of the Act shall, subject to Rule 141, be applied in paying to the holders of the Limited Special Voting Share and the Equalisation Share (if issued) an amount of up to $2.00 on each such share, pari passu with any amount paid to the holders of Limited Ordinary Shares, and any surplus remaining shall be applied in making payments solely to the holders of Limited Ordinary Shares in accordance with their entitlements.

DESTRUCTION OF DOCUMENTS

145. Not used

INDEMNITY AND INSURANCE

146. Indemnity and insurance

(1) To the relevant extent:
(a) the Company is to indemnify each officer of the Company out of the assets of the Company against any liability incurred by the officer in or arising out of the conduct of the business of the Company or in or arising out of the discharge of the duties of the officer;
(b) where the Board considers it appropriate, the Company may execute a documentary indemnity in any form in favour of any officer of the Company; and

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(c) where the Board considers it appropriate, the Company may:
- (i) make payments of amounts by way of premium in respect of any contract effecting insurance on behalf or in respect of an officer of the Company against any liability incurred by the officer in or arising out of the conduct of the business of the Company or in or arising out of the discharge of the duties of the officer; and
- (ii) bind itself in any contract or deed with any officer of the Company to make the payments.
(2) In this Rule:
(a) officer means a director, secretary or executive officer of the Company or a person who formerly held one of those positions.
(b) duties of the officer includes, in any particular case where the Board considers it appropriate, duties arising by reason of the appointment, nomination or secondment in any capacity of an officer by the Company or, where applicable, a subsidiary of the Company to any other corporation.
(c) to the relevant extent means:
- (i) to the extent the Company is not precluded by Applicable Regulation from doing so;
- (ii) to the extent and for the amount that the officer is not otherwise entitled to be indemnified and is not actually indemnified by another person (including, in particular, an insurer under any insurance policy); and
- (iii) where the liability is incurred in or arising out of the conduct of the business of another corporation or in the discharge of the duties of the officer in relation to another corporation, to the extent and for the amount that the officer is not entitled to be indemnified and is not actually indemnified out of the assets of that corporation.
(d) liability means all costs, charges, losses, damages, expenses, penalties and liabilities of any kind including, in particular, legal costs incurred in defending any proceedings (whether criminal, civil, administrative or judicial) or appearing before any court, tribunal, government authority or otherwise.

CHANGE OF CONTROL

147. Partial Takeover Plebiscites

(1) Where offers have been made under a proportional takeover bid in respect of shares included in a class of shares in the Company:
(a) the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under the bid is prohibited unless and until a resolution (in this Rule 147(1) referred to as a prescribed resolution ) to approve the bid is passed in accordance with the provisions of this Constitution;
(b) (i) a person (other than the offeror or a person associated with the offeror) who, as at the end of the day on which the first offer under the proportional takeover bid was made, held shares included in that class is entitled to vote on a prescribed resolution and, for the purposes of so voting, is entitled to one vote for each of the last mentioned shares; and

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  - (ii) the offeror or a person associated with the offeror is not entitled to vote on a prescribed resolution;

(c) a prescribed resolution is to be voted on at a meeting, convened and conducted by the Company, of the persons entitled to vote on the resolution; and
(d) a prescribed resolution, being a resolution that has been voted on, is to be taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than one-half, and otherwise is taken to have been rejected.
(2) The provisions of this Constitution that apply in relation to a general meeting of the Company apply, with modifications as the circumstances require, in relation to a meeting that is convened under this Rule 147 as if the last mentioned meeting was a general meeting of the Company.
(3) Where takeover offers have been made under a proportional takeover bid then the Board is to ensure that a resolution to approve the proportional takeover bid is voted on in accordance with this Rule 147 before the approving resolution deadline.
(4) This Rule 147 ceases to have effect on the third anniversary of the date of the adoption or last renewal of this Rule 147.

148. Share Control Limits

(1) The Limits

(a) A person must not breach any of the following limits (called the Limits ):
(i) section 606 (1) or 606(2) of the Act as each applies to Limited Ordinary Shares without regard to the Limited Special Voting Share; or
(ii) section 606 (1) or 606(2) of the Act as each applies to Limited Ordinary Shares and the Limited Special Voting Share; or
(iii) Rule 9 of the City Code on Takeovers and Mergers setting a 30% limit in relation to voting rights of Plc; or
(iv) the 30% limit in relation to Plc Ordinary Shares without regard to the Plc Special Voting Share set out in Article 148(4) (called the UK 30% Stand Alone Limit ),

(even if the acquisition is excepted under the provisions relating to the relevant Limit), except as a result of a Permitted Acquisition.

(b) Where any person breaches any such Limit (even if the acquisition is excepted under the provisions of the relevant Limit), except as a result of a Permitted Acquisition, that person is in breach of this Constitution.
(c) Where any person breaches any such Limit (even if the acquisition is excepted under the provisions of the relevant Limit), except as a result of a Permitted Acquisition:
(i) all voting rights attaching to Limited Ordinary Shares; and
(ii) all votes attaching to the Limited Special Voting Share;

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(including shares or rights held by associates, concert parties or any other person holding shares in which that person is deemed to be interested or which are to be taken together for the purposes of the relevant Limit) taken into account in calculating that person’s relevant interest or voting power or voting control level or voting rights (however expressed under the relevant Limit) are called Votes in Breach .

(d) Any member determined by the Board to be holding Limited Ordinary Shares which carry Votes in Breach is a member in breach of this Constitution. Any such determination by the Board shall be final and binding.

(2) Action by the Board

(a) The Board must do the following in order to enforce Rule 148(1) where the Board has reason to believe that any Limit is or may be breached except as a result of a Permitted Acquisition:
(i) require any member to provide such information as the Board considers appropriate to determine any of the matters under this Rule 148;
(ii) have regard to such public filings as it considers appropriate to determine any of the matters under this Rule 148;
(iii) make any determinations required under this Rule 148, either after calling for submissions from affected members or other persons or without calling for such submissions;
(iv) determine that the voting rights (or some voting rights):
- (A) attached to such number of Limited Ordinary Shares held by a person or persons whom the Board has resolved should not be capable of exercising their votes in accordance with this paragraph (iv) (called Excess Shares ); and/or
- (B) attached to the Special Voting Share (in relation to Joint Electorate Actions), being votes otherwise required to be cast by the holder of the Special Voting Share to mirror the votes cast by certain holders of Plc Ordinary Shares,

are from a particular time incapable of being exercised for a definite or indefinite period but only to the extent necessary so that, as far as the Board can judge the matter, the person otherwise in breach of one or more of the Limits would not thereafter breach any of the relevant Limits except as a result of a Permitted Acquisition;

(v) determine that any Excess Shares must be sold but only to the extent necessary so that, as far as the Board can judge the matter, the person otherwise in breach of one or more of the Limits would not thereafter breach any of the relevant Limits except as a result of a Permitted Acquisition;
(vi) determine that any Excess Shares will not carry any right to any distributions from a particular time for a definite or indefinite period but only in respect of such number of shares as breaches any of the relevant Limits except as a result of a Permitted Acquisition;
(vii) take such other action for the purposes of enforcing this Rule 148 in a timely and efficient manner including:
(A) prescribing rules (not inconsistent with this Rule 148);

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(B) setting deadlines for the provision of information;
(C) drawing adverse inferences where information requested is not provided;
(D) making determinations or interim determinations;
(E) executing documents on behalf of a member;
(F) paying costs and expenses out of proceeds of sale of Excess Shares; and
(G) changing any decision or determination or rule previously made.
(b) No Director is liable for any such act or omission where the Director acts in good faith.

(3) Permitted Acquisitions

An acquisition is a Permitted Acquisition if the Board consents to the acquisition or if each of (a), (b) and (c) below is satisfied:

(a) the acquisition is under or pursuant to a procedure:
(i) which applies to both the Limited Ordinary Shares and the Plc Ordinary Shares; or
(ii) which is undertaken for both the Limited Ordinary Shares and the Plc Ordinary Shares at or about the same time; and
(b) each such procedure complies with all Applicable Regulation and provisions of the Constitutions; and
(c) the holders of Limited Ordinary Shares on the one hand and the holders of Plc Ordinary Shares on the other hand are afforded equivalent treatment in terms of:
(i) the consideration offered for their shares (having regard to the Equalisation Ratio);
(ii) the information provided to them;
(iii) the time to consider the offer or procedure;
(iv) the conditions to which the procedure is subject; and
(v) the other terms of the procedure.

(4) UK 30% Stand Alone Limit

For the purposes of this Article 148, the ‘ UK 30% Stand-Alone Limit ’ means that a person shall not acquire shares which taken together with shares held or acquired by persons determined by the Board to be acting in concert with him carry more than 30 per cent. of the voting rights attributable to Plc Ordinary Shares. For this purpose, ‘ acting in concert ’ has the same meaning as in the City Code on Takeovers and Mergers.

(5) Mutual recognition

The Board may for the purposes of enforcing Rule 148(1):

(a) make a determination that the holding by a person of shares in Plc contributes to a breach by a person of a Limit and may communicate that determination to Plc; or

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Constitution of BHP Billiton Limited

(b) accept a determination by the Board of Plc that the holding by a person of shares in Limited contributes to a breach by a person of a relevant limit under the Plc Articles;

and in the case of (b) above the Board must take any action under Rule 148(2) above as if the holder of the relevant Limited shares were in breach of this Constitution.

(6) Validity

Any resolution or determination of, or decision or exercise of any discretion or power by, the Directors or any Director or by the Chairman of any meeting acting in good faith under or pursuant to the provisions of this Rule shall be final and conclusive; and anything done, by or on behalf of, or on the authority of, the Directors or any Director acting in good faith pursuant to the foregoing provisions of this Rule shall be conclusive and binding on all persons concerned and shall not be open to challenge, whether as to its validity or otherwise on any ground whatsoever. The Directors shall not be required to give any reasons for any decision, determination or declaration taken or made in accordance with this Rule.

Constitution incorporating the amendments approved by shareholders at the 2005, 2007 and 2008 Annual General Meetings

Exhibit 1.2

THE COMPANIES ACT 1985

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

(Amended by Special Resolution passed on 26 June 1997) (Amended by Ordinary Resolution passed on 15 October 1999) (Amended by Special Resolution passed on 15 May 2001) (Amended by Special Resolution passed on 26 October 2006)

OF

BHP Billiton Plc[1]

1 The Company’s name is “ BHP Billiton Plc ”.
2 The Company is to be a public company.
3 The Company’s registered office is to be situate in England and Wales.
4 The Company’s objects are:-
4.1 2 To enter into, operate and carry into effect the DLC Structure Sharing Agreement between the Company and BHP Limited (ABN 49 004 028 077) ( “BHP” ), the SVC Special Voting Shares Deed between the Company. BHP, BHP SVC Pty Limited, Billiton SVC Limited (Company No 4074194) and Law Debenture Trust Corporation plc (Company No. 1675231) and the Deed Poll Guarantee in favour of certain creditors of BHP Limited each as described in the circular to the shareholders of the Company dated 18 April 2001 with full power to:
- 4.1.1 agree any amendment or termination of all or any of the terms of the said Agreement or the said Deeds in accordance with the terms thereof;
- 4.1.2 enter into, operate and carry into effect any further or other agreements or arrangements with or in connection with BHP; and
- 4.1.3 do all such things as in the opinion of the Directors are necessary of desirable for the furtherance of this object or for the furtherance, maintenance or development of the relationship with BHP constituted by or arising out of any agreement or arrangement mentioned in or made in accordance with this sub-clause.
4.2
4.2.1 To carry on the business of a holding company in all its branches and for that purpose to acquire and hold either in the name of the Company, or in that of any nominee or trustee, shares, stocks, debentures, debenture stock, bonds, notes, obligations and securities issued or guaranteed by any company, corporation or undertaking wherever incorporated or carrying on business and to co-ordinate the policy management and administration of any companies, corporations or undertakings in which the Company is a member or participant or which are controlled by or associated with the Company in any manner;
1 Name changed from Hackplimco (No. Thirty-Three) Public Limited Company to Billiton Plc by Certificate of Incorporation on Change of Name dated 30 May 1997 and from Billiton Plc by Certificate of Incorporation on Change of Name dated 29 June 2001.
2 Clause 4.1 inserted and the subsequent clauses renumbered accordingly by Special Resolution passed 15 May 2001.

4.2.2 To carry on all or any of the businesses of general merchants and traders, cash and credit traders, manufacturers’ agents and representatives, insurance brokers and consultants, estate and advertising agents, mortgage brokers, financial agents, advisers, managers and administrators, hire purchase and general financiers, brokers and agents, commission agents, importers and exporters, manufacturers, retailers, wholesalers, buyers, sellers, distributors and shippers of, and dealers in, all products, goods, wares, merchandise and produce of every description and to participate in, undertake, perform and carry on all kinds of commercial, industrial, trading and financial operations and enterprises.
4.3 To carry on any other business or activity of any nature whatsoever which may seem to the Directors to be capable of being conveniently or advantageously carried on in connection or conjunction with any business of the Company hereinbefore or hereinafter authorised or to be expedient with a view directly or indirectly to enhancing the value of or to rendering profitable or more profitable any of the Company’s assets or utilising its skills, know-how or expertise.
4.4 To subscribe, underwrite, purchase, or otherwise acquire, and to hold, dispose of, and deal with, any shares or other securities or investments of any nature whatsoever, and any options or rights in respect thereof or interests therein, and to buy and sell foreign exchange.
4.5 To draw, make, accept, endorse, discount, negotiate, execute, and issue, and to buy, sell and deal with bills of exchange, promissory notes, and other negotiable or transferable instruments or securities.
4.6 To purchase, or otherwise acquire for any estate or interest, any property (real or personal) or assets or any concessions, licences, grants, patents, trade marks, copyrights or other exclusive or non-exclusive rights of any kind and to hold, develop and turn to account and deal with the same in such manner as may be thought fit and to make experiments and tests and to carry on all kinds of research work.
4.7 To build, construct, alter, remove, replace, equip, execute, carry out, improve, work, develop, administer, maintain, manage or control buildings, structures or facilities of all kinds, whether for the purposes of the Company or for sale, letting or hire to or in return for any consideration from any company, firm or person, and to contribute to or assist in or carry out any part of any such operation.
4.8 To amalgamate or enter into partnership or any joint venture or profit/loss-sharing arrangement or other association with any company, firm, person or body.
4.9 To purchase or otherwise acquire and undertake all or any part of the business, property and liabilities of any company, firm, person or body carrying on any business which the Company is authorised to carry on or possessed of any property suitable for the purposes of the Company.
4.10 To promote, or join in the promotion of, any company, whether or not having objects similar to those of the Company.
4.11 To borrow and raise money and to secure or discharge any debt or obligation of or binding on the Company in such manner as may be thought fit and in particular by mortgage and charges upon all or any part of the undertaking, property and assets (present and future) and the uncalled capital of the Company, or by the creation and issue of debentures, debenture stock or other securities of any description.
4.12 To advance, lend or deposit money or give credit to or with any company, firm or person on such terms as may be thought fit and with or without security.
4.13 To guarantee or give indemnities or provide security, whether by personal covenant or by mortgage or charge upon all or any part of the undertaking, property and assets (present and future) and the uncalled capital of the Company, or by all or any such methods, for the performance of any contracts or obligations, and the payment of capital or principal (together with any premium) and dividends or interest on any shares, debentures or other securities, of any person, firm or company including (without limiting the generality of the foregoing) any company which is for the time being a holding company of the Company or another subsidiary of any such holding company or is associated with the Company in business.

4.14 To issue any securities which the Company has power to issue for any other purpose by way of security or indemnity or in satisfaction of any liability undertaken or agreed to be undertaken by the Company.
4.15 To sell, lease, grant licences, easements and other rights over, and in any other manner deal with or dispose of, the undertaking, property, assets, rights and effects of the Company or any part thereof for such consideration as may be thought fit, and in particular for shares or other securities, whether fully or partly paid up.
4.16 To procure the registration, recognition or incorporation of the Company in or under the laws of any territory outside England.
4.17 To subscribe or guarantee money for any national, charitable, benevolent, public, general or useful object or for any purpose which may be considered likely directly or indirectly to further the interests of the Company or of its members.
4.18 To establish and maintain or contribute to any pension or superannuation funds for the benefit of, and to give or procure the giving of donations, gratuities, pensions, allowances or emoluments to, any individuals who are or were at any time in the employment or service of the Company or of any company which is its holding company or is a subsidiary of the Company or any such holding company or otherwise is allied to or associated with the Company or any of the predecessors of the Company or any other such company as aforesaid, or who are or were at any time directors or officers of the Company or of any such other company, and the wives, widows, families and dependants of any such individuals; to establish and subsidise or subscribe to any institutions, associations, clubs or funds which may be considered likely to benefit any such persons or to further the interests of the Company or of any such other company; and to make payments for or towards the insurance of any such persons.
4.19 To establish and maintain, and to contribute to, any scheme for encouraging or facilitating the holding of shares or debentures in the Company by or for the benefit of its employees or former employees, or those of its subsidiary or holding company or subsidiary of its holding company, or by or for the benefit of such other persons as may for the time being be permitted by law, or any scheme for sharing profits with its employees or those of its subsidiary and/or associated companies, and (so far as for the time being permitted by law) to lend money to employees of the Company or of any company which is its holding company or is a subsidiary of the Company or any such holding company or otherwise is allied to or associated with the Company with a view to enabling them to acquire shares in the Company or its holding company.

4.20

4.20.1 To purchase and maintain insurance for or for the benefit of any persons who are or were at any time directors, officers or employees or auditors of the Company, or of any other company which is its holding company or in which the Company or such holding company or any of the predecessors of the Company or of such holding company has any interest whether direct or indirect or which is in any way allied to or associated with the Company, or of any subsidiary undertaking of the Company or of any such other company, or who are or were at any time trustees of any pension fund in which any employees of the Company or of any such other company or subsidiary undertaking are interested, including (without prejudice to the generality of the foregoing) insurance against any liability incurred by such persons in respect of any act or omission in the actual or purported execution and/or discharge of their duties and/or in the exercise or purported exercise of their powers and/or otherwise in relation to the Company or any such other company, subsidiary undertaking or pension fund and
4.20.2 To such extent as may be permitted by law otherwise to indemnify or to exempt any such person against or from any such liability; for the purposes of this clause “holding company” and “subsidiary undertaking” shall have the same meanings as in the Companies Act 1985 as amended by the Companies Act 1989.

4.21 3 To prospect for, explore, quarry, develop, excavate, dredge for, open, work, win, purchase or otherwise obtain, bauxite, alumina, aluminium, chrome ore, manganese ore, ores, heavy mineral sands, zircon, rutile, ilmenite, coal, lead, zinc, copper, sulphur, tin, silver, monazite, iron, gold, platinum, precious stones, atomic minerals or deposits, oil, pyrites, wolfram and all other minerals, metals and substances and minerals, and other rights, properties and works.
4.22 To carry on business as proprietors of and to purchase, take on lease, or in exchange, or otherwise acquire, for any estate term or interest therein and to manage supervise or control mineral and other properties, lands and hereditaments of any tenure, mines, mining and other rights or options thereon, and grant, concessions, leases, claims, charters, privileges, licences or authorities of and over lands and mines and mineral, oil-bearing, natural gas-bearing, agricultural and other properties and also mining, dredging, water and other rights.
4.23 To raise, win, get, quarry, crush, smelt, calcine, refine, dress, amalgamate, manipulate and otherwise treat, prepare for market, sell, dispose of and deal in ores, metals, fluxes, tailings, concentrates, slimes, mineral substances and other product of mines either in a manufactured state or otherwise, and any materials or substances resulting from or to be obtained in the process of crushing, smelting, calcining, dressing or amalgamating the same and either free form or in combination with other substances.
4.24 To apply for, purchase, or otherwise acquire, concessions, grants or rights of any kind from any person, firm or corporation or any supreme, municipal, local or other authority, and to comply with the conditions of any concession or grant obtained, and to sell, lease or otherwise deal with the same or any interest therein and to work, exploit and otherwise turn to account the same of any part thereof.
4.25 To distribute among members of the Company in specie or otherwise, by way of dividend or bonus or by way of reduction of capital, all or any of the property or assets of the Company, or any proceeds of sale or other disposal of any property or assets of the Company, with and subject to any incident authorised, and consent required, by law.
4.26 To do all or any of the things and matters aforesaid in any part of the world, and either as principals, agents, contractors, trustees or otherwise, and by or through trustees, agents, subsidiary companies or otherwise, and either alone or in conjunction with others.
4.27 To do all such other things as may, in the opinion of the Directors, be considered to be incidental or conducive to any of the above objects and to do all such other things as the Directors consider desirable for the benefit of the Company. And it is hereby declared that the objects of the Company as specified in each of the foregoing paragraphs of this Clause (except only if and so far as otherwise expressly provided in any paragraph) shall be separate, distinct and independent objects of the Company and not a power ancillary or incidental to the objects set out in any other paragraph and shall not be in any way limited by reference to any other paragraph or the order in which the same occur or the name of the Company.
5 The liability of the members is limited.
6 The Company’s share capital is £50,000 divided into 50,000 shares of £1 each[4]
3 Clauses 4.21 to 4.24 inserted and the subsequent clauses re-numbered accordingly by Special Resolution passed on 26 June 1997.
4 Notes
(i) Share capital increased by US$1,250,000,000 divided into 2,500,000,000 ordinary shares of US$0.50 each and the 50,000 sterling ordinary shares were redesignated as 5.5 per cent cumulative preference shares of £1 each by Special Resolution passed on 26 June 1997.
(ii) Share capital increased by US$250,000,000 divided into 500,000,000 additional ordinary shares of US$0.50 each to US$1,500,000,000 by Ordinary Resolution passed on 15 October 1999.
(iii) Share capital increased by US$1 by the creation of one equalisation share of US$0.50 and one special voting share of US$0.50 by Ordinary Resolution passed on 15 May 2001.

(iv) Share capital decreased by US$33,642,500 divided into 67,285,000 ordinary shares of US$0.50 each to US$1,466,357,501 and £50,000 by Special Resolution passed on 26 October 2006 and sanction of an Order of the High Court of Justice dated 17 January 2007.
(v) Share capital decreased by US$17,200,000 divided into 34,400,000 ordinary shares of US$0.50 each to US$1,449,157,501 and £50,000 by Special Resolution passed on 26 October 2006 and sanction of an Order of the High Court of Justice dated 18 April 2007.
(vi) Share capital decreased by US$9,825,000 divided into 19,650,000 ordinary shares of US$0.50 each to US$1,439,332,501 and £50,000 by Special Resolution passed on 26 October 2006 and sanction of an Order of the High Court of Justice dated 4 July 2007.
(vii) Share capital decreased by US$9,393,357 divided into 18,786,714 ordinary shares of US$0.50 each to US$1,429,939,144 and £50,000 by Special Resolution passed on 26 October 2006 and sanction of an Order of the High Court of Justice dated 22 August 2007.
(viii) Share capital decreased by US$23,433,113 divided into 46,866,226 ordinary shares of US$0.50 each to US$1,406,506,031 and £50,000 by Special Resolution passed on 26 October 2006 and sanction of an Order of the High Court of Justice dated 24 October 2007.
(ix) Share capital decreased by US$12,261,255 divided into 24,522,510 ordinary shares of US$0.50 each to US$1,394,244,776 and £50,000 by Special Resolution passed on 26 October 2006 and sanction of an Order of the High Court of Justice dated 5 December 2007.
(x) Share capital decreased by US$12,757,675 divided into 25,515,350 ordinary shares of US$0.50 each to US$1,381,487,101 and £50,000 by Special Resolution passed on 26 October 2006 and sanction of an Order of the High Court of Justice dated 6 February 2008.

We, the Subscribers to this Memorandum of Association wish to be formed into a Company pursuant to this Memorandum; and we agree to take the number of Shares shown opposite our respective names.

1 2	Names and Addresses of Subscribers Hackwood Directors Limited Barrington House 59-67 Gresham Street London EC2V 7JA R J Ashmore For and on behalf of Hackwood Directors Limited Hackwood Secretaries Limited	Number of Shares taken by each Subscriber
		One One

2 Hackwood Secretaries Limited Barrington House 59-67 Gresham Street London EC2V 7JA R J Ashmore For and on behalf of Hackwood Secretaries Limited

Total Shares Taken:

Two

DATED 29 April 1996

Witness to the above Signatures:-

C E Doe

Barrington House, 59-67 Gresham Street, London EC2V 7JA.

Articles of Association of BHP Billiton Plc Company No. 3196209

Incorporating the amendments approved by shareholders at the 2005, 2007 and 2008 Annual General Meetings

Articles of Association of BHP Billiton Plc

PRELIMINARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	PRELIMINARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
1.	Table A not to apply . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
2.	Definitions and Interpretation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
SHARE CAPITAL AND SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		14
3.	Amount of share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
4.	Plc Special Voting Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
5.	Consolidation, sub-division and cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
6.	Purchase of own shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
7.	Reduction of capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
8.	Issue of securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
9.	Directors’ statutory authorisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
10.	Commissions on issue of shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
11.	Renunciation of allotment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
12.	Non-recognition of equitable or other interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
FORM OF HOLDING OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		16
13.	Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
14.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
15.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
JOINT HOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		16
16.	Joint holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
CALLS ON SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		17
17.	Power to make calls . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
18.	Voting restrictions—unpaid calls . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
19.	Interest on overdue amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
20.	Power to differentiate between holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
21.	Instalments; Payment of calls in advance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
FORFEITURE AND LIEN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		18
22.	Notice requiring payment of sums payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
23.	Forfeiture on non-compliance with notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
24.	Surrender of shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
25.	Disposal of forfeited shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
26.	Liability despite forfeiture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
27.	Company’s lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
28.	Sale of shares to enforce lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19

Articles of Association incorporating the amendments approved by shareholders at the 2005, 2007 and 2008 Annual General Meetings

Articles of Association of BHP Billiton Plc

29.	Title of shares forfeited or sold to enforce lien . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
30.	Payments by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	20
VARIATION OF RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		21
31.	Variation of class rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21
32.	Matters not constituting variation of rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21
TRANSFER OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		22
33.	Form of transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
34.	Balance certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
35.	Right to refuse registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
36.	Retention of transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
37.	No fee on registration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
38.	Closure of Register . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
39.	Branch Register . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
40.	Further Provisions on Shares in Uncertificated Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
TRANSMISSION OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		23
41.	Transmission on death . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23
42.	Election of persons entitled by transmission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24
43.	Rights of persons entitled by transmission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24
UNTRACED SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		24
44.	Untraced Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24
GENERAL	MEETINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25
45.	Calling of general meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25
46.	Length of notice for General Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25
47.	Contents of notice of general meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25
PROCEEDINGS AT GENERAL MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		26
48.	Chairman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26
49.	Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26
50.	Lack of quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26
51.	Adjournment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26
52.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	27
53.	Conduct of General Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	27
54.	Substantive Resolutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	28
GENERAL	VOTING AND POLL PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	28
55.	Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	28
56.	Taking a poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29
57.	Special meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29
58.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29

Articles of Association incorporating the amendments approved by shareholders at the 2005, 2007 and 2008 Annual General Meetings

Articles of Association of BHP Billiton Plc

VOTING RIGHTS AND PROCEDURES UNDER SHARING AGREEMENT . . . . . . . . . . . . . . . . . . . .	VOTING RIGHTS AND PROCEDURES UNDER SHARING AGREEMENT . . . . . . . . . . . . . . . . . . . .	30
59.	Class Rights Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30
60.	Joint Electorate Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	31
VOTES OF MEMBERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		32
61.	Votes attaching to shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	32
62.	Specified Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	33
63.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	33
64.	Restriction on voting in particular circumstances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	33
65.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	35
66.	Voting by guardian . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	35
67.	Validity and result of vote . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	35
PROXIES AND CORPORATE REPRESENTATIVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		36
68.	Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	36
69.	Validity, revocation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	37
70.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	37
71.	Rights of proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	38
72.	Attorneys of shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	38
73.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	38
DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		38
74.	Number of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	38
75.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	38
76.	Remuneration of non-executive Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	38
77.	Remuneration of Directors for extra services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	38
78.	Travelling and other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	39
79.	Retirement benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	39
80.	Appointment and remuneration of executive Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	39
81.	Powers of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	39
APPOINTMENT AND RETIREMENT OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		39
82.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	39
83.	Retirement by rotation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	39
84.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	40
85.	Re-election of retiring Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	40
86.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	40
87.	Nomination of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	40
88.	Election or appointment of additional Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	41
89.	Vacation of office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	41
90.	Removal of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	41

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iii

Articles of Association of BHP Billiton Plc

PROCEEDINGS OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	PROCEEDINGS OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	42
91.	Convening of meetings of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	42
92.	Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	42
93.	Chairman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	42
94.	Votes at meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	42
95.	Number of Directors below minimum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	42
96.	Resolutions in writing/Meetings by technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	42
97.	Validity of actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	43
DIRECTORS’ INTERESTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		43
98.	Conflicts of interest requiring Board authorisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	43
99.	Regulation of Directors’ interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	44
100.	Permitted interests and actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	44
COMMITTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		45
101.	Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	45
102.	Proceedings of Committee meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	45
POWERS	OF THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	45
103.	General powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	45
104.	Powers and obligations in relation to the Sharing Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . .	46
105.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	46
106.	Appointment of attorney . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	46
107.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	46
108.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	46
109.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	46
110.	Borrowing powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	46
111.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	46
112.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	46
113.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	46
AUTHENTICATION OF DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		47
114.	Authentication of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	47
115.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	47
116.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	47
DIVIDENDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		47
117.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	47
118.	Power of Board to pay dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	47
119.	Distribution otherwise than in cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	47
120.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	48

Articles of Association incorporating the amendments approved by shareholders at the 2005, 2007 and 2008 Annual General Meetings

Articles of Association of BHP Billiton Plc

121.	Ranking of shares for dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	48
122.	Manner of payment of dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	48
123.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	49
124.	Record date for dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	49
125.	No interest on dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	49
126.	Retention of dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	49
127.	Unclaimed dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	49
128.	Waiver of dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	49
CAPITALISATION OF PROFITS AND RESERVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		50
129.	Capitalisation of profits and reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	50
SCRIP DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		50
130.	Scrip Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	50
ACCOUNTS AND RECORDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		52
131.	Accounts and records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	52
132.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	52
133.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	52
134.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	52
NOTICES	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	52
135.	Service of notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	52
136.	Notice to transferor binds transferee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	55
137.	Deceased and bankrupt members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	55
138.	Overseas members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	55
139.	Suspension of postal services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	55
140.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	55
WINDING-UP OF LIMITED OR THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		55
141.	Liquidation of Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	55
142.	Insolvency Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	57
143.	Directors’ power to petition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	57
144.	Rights on winding-up . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	57
DESTRUCTION OF DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		58
145.	Destruction of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	58
INDEMNITY AND INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		58
146.	Indemnity and insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	58
CHANGE	OF CONTROL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	59
147.	Not used . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	59
148.	Share Control Limits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	59

Articles of Association incorporating the amendments approved by shareholders at the 2005, 2007 and 2008 Annual General Meetings

Articles of Association of BHP Billiton Plc

PRELIMINARY

The Company is a public company limited by shares.

1. Table A not to apply

The regulations in Table A in The Companies (Tables A to F) Regulations 1985 shall not apply to the Company.

2. Definitions and Interpretation

(1) In these Articles (if not inconsistent with the subject or context) the words and expressions set out in the first column below shall bear the meanings set opposite to them respectively:
“ Action ” Any distribution or any action affecting the amount or nature of issued share capital, including any dividend, distribution in specie, offer by way of rights, bonus issue, repayment of capital, sub-division or consolidation, buy-back or amendment of the rights of any shares or a series of one or more of such actions.
“ Applicable Regulation ” (a) applicable law and regulations (including the requirements of the UK Code on Takeovers and Mergers and the UK Panel on Takeovers and Mergers); and
- (b) directives, notices or requirements of any Governmental Agency having jurisdiction over the Company or Limited, as the case may be; and
- (c) the rules, regulations, and guidelines of:
  - (i) any stock exchange on which either the Plc Ordinary Shares or the Plc American Depositary Shares or the Limited Ordinary Shares or the Limited American Depositary Shares are listed or quoted;
  - (ii) any other body with which entities with securities listed or quoted on such exchanges customarily comply,

“ Articles ”

These Articles of Association as from time to time altered.

Articles of Association incorporating the amendments approved by shareholders at the 2005, 2007 and 2008 Annual General Meetings

Articles of Association of BHP Billiton Plc

“ ASX ” ASX Limited (ABN 98 008 624 691) or such other body corporate that is declared by the Board to be Limited’s primary stock exchange for the purposes of this definition.
“ ASX Listing Rules ” The Listing Rules of the ASX. “ Australian dollars ” or “ A$ ” The lawful currency from time to time of Australia. “ Board ” All or some of the Directors from time to time acting as a board (or a duly appointed committee of the board).
“ Board of Limited ” All or some of the directors of Limited from time to time acting as a board (or a duly appointed committee of the board).
“ Chairman ” The Chairman of the Board under Article 93 or other person occupying the position of Acting Chairman under Rule 48(4). References to the Chairman in these Articles include (unless the context requires otherwise) a Deputy Chairman (or other person) acting as chairman of a meeting of members or a meeting of the Board.
“ Class Rights Action ” Any of the actions listed in Article 59(1). “ Class Rights Procedure ” The approval procedures for Class Rights Actions set out in Articles 59(2) to 59(4).
“ Combined Group ” The Limited Group and the Plc Group. “ Companies Acts ” The Companies Act 1985 and the Companies Act 2006 of the United Kingdom including any orders, regulations or other subordinate legislation made under them as from time to time in force in so far as it applies to the Company.
“ Completion ” The date of completion of the Implementation Agreement between the Company and Limited dated 19 March 2001.
“ Constitution ” In relation to: (a) the Company, its Memorandum of Association and these Articles; and
(b) Limited, the Limited Constitution.
“ Corporations Act ” The Corporations Act 2001 of Australia. A reference to the Corporations Act includes a reference to the Corporations Regulations made under that Act.
“ Directors ” The persons appointed or elected to the office of Director of the Company in accordance with these Articles from time to time.
“ Equalisation Fraction ” The Equalisation Ratio expressed as a fraction with the numerator being the number relating to the Limited Ordinary Shares and the denominator being the number relating to the Plc Ordinary Shares.

Articles of Association incorporating the amendments approved by shareholders at the 2005, 2007 and 2008 Annual General Meetings

Articles of Association of BHP Billiton Plc

“Equalisation Ratio”	The ratio for the time being of (a) the dividend, capital and (in
	relation to Joint Electorate Actions) voting rights per Limited
	Ordinary Share to (b) the dividend, capital and (in relation to
	Joint Electorate Actions) voting rights per Plc Ordinary Share
	in the Combined Group (which shall initially be 1:1).
“Equalisation Share”	The equalisation share of US$0.50 in the Company.
“Excess Shares”	Has the meaning given to it in Article 148(2)(a)(iv).
“Excluded Plc Holder”	Any shareholder of the Company whose voting rights in
	relation to Plc Ordinary Shares have, at the relevant time, been
	lost pursuant to Article 64(2).
“Governmental Agency”	Any government or representative of a government or any
	governmental, semi-governmental, supra-national, statutory,
	administrative, fiscal, regulatory or judicial body, department,
	commission, authority, tribunal, agency or entity or trade
	agency, and shall include competition authorities, the UK
	Panel on Takeovers and Mergers, the Corporations and
	Securities Panel of Australia, the ASX, the Australian
	Securities and Investments Commission, the London Stock
	Exchange and the UK Listing Authority.
“Group”	In relation to Limited, the Limited Group and, in relation to the
	Company, the Plc Group as the context requires.
“Joint Electorate Action”	Any of the matters listed in Article 60(1) (other than any
	matter which the Board and the Board of Limited have from
	time to time agreed will be treated as a Class Rights Action).
“Joint Electorate Procedure”	The approvals procedures for Joint Electorate Actions set out
	in Article 60(2).
“Limited”	BHP Billiton Limited (ABN 49 004 028 077).
“Limited Constitution”	The constitution of Limited which will be in effect
	immediately following Completion.
“Limited American Depositary	The American Depositary Receipts listed on the New York
Shares”	Stock Exchange (NYSE) by Limited.
“Limited Deed Poll Guarantee”	The deed poll guarantee whereby Limited guarantees certain
	obligations of the Plc Group.
“Limited Entrenched Provision”	Has the meaning given to it in the Limited Constitution.
“Limited Excess Shares”	Has the meaning given to Excess Shares in the Limited
	Constitution.
“Limited Group”	Limited and its Subsidiaries from time to time and “a member
	of the Limited Group” means any one of them.
“Limited Ordinary Shares”	The ordinary shares in the capital of Limited from time to
	time.

Articles of Association incorporating the amendments approved by shareholders at the 2005, 2007 and 2008 Annual General Meetings

Articles of Association of BHP Billiton Plc

“Limited Special Voting Share”	The special voting share in the capital of Limited issued to
	Limited SVC having the rights described in the Limited
	Constitution.
“Limited SVC”	BHP SVC Pty Limited, a proprietary company incorporated in
	Victoria, Australia or such other entity as replaces BHP SVC
	Pty Limited from time to time pursuant to the terms of the
	Voting Agreement.
“London Stock Exchange”	The London Stock Exchange plc.
“Month”	Calendar month.
“Office”	The registered office of the Company for the time being.
“Official List”	The official list maintained by the UKLA.
“Operator”	Euroclear UK & Ireland Limited or such other person as may
	for the time being be approved by HM Treasury as Operator
	under the Uncertificated Securities Rules.
“Operator-instruction”	A properly authenticated dematerialised instruction
	attributable to the Operator.
“Ordinary Shares”	In relation to:
	(a) the Company, Plc Ordinary Shares; and
	(b) Limited, the Limited Ordinary Shares.
“Paid”	Paid or credited as paid.
“Parallel General Meeting”	In relation to the Company or Limited, the general meeting of
	the shareholders of that company which is most nearly, or is
	actually, contemporaneous with the general meeting of the
	shareholders of the other company and at which some or all of
	the same matters or some or all equivalent matters are to be
	considered.
“participating security”	A security title to units of which is permitted by the Operator
	to be transferred by means of a relevant system.
“Plc American Depositary	The American Depositary Receipts listed on the New York
Shares”	Stock Exchange (NYSE) by the Company.
“Plc Deed Poll Guarantee”	The deed poll guarantee whereby the Company guarantees
	certain obligations of the Limited Group.
“Plc Entrenched Provision”	(a) The definitions in this Article 2(1) of “Applicable
	Regulation”, “Australian dollars”, “Board of Limited”,
	“Class Rights Action”, “Class Rights Procedure”,
	“Equalisation Fraction”, “Equalisation Ratio”,
	“Equalisation Share”, “Excess Shares”, “Excluded Plc
	Holder”, “Joint Electorate Action”, “Joint Electorate
	Procedure”, “Limited”, “Limited Constitution”, “Limited
	Deed Poll Guarantee”, “Limited Entrenched Provision”,

Articles of Association incorporating the amendments approved by shareholders at the 2005, 2007 and 2008 Annual General Meetings

Articles of Association of BHP Billiton Plc

“Limited Excess Shares”, “Limited Group”, “Limited Ordinary Shares”, “Limited Special Voting Share”, “Limited SVC”, “Plc Deed Poll Guarantee”, “Plc Entrenched Provision”, “Plc Group”, “Plc Ordinary Shares”, “Plc Special Voting Share”, “Plc SVC”, “Sharing Agreement”, “Special Voting Share”, “sterling”, “Subsidiary”, “Voting Agreement”;

(b) Article 8 (Rights attaching to shares on issue);
(c) Article 9(4)(b)(ii) (Definition of “Rights Issue”)
(d) Article 31 (Manner of variation of rights);
(e) Article 35(5) (Right to refuse to register transfer of Special Voting Share and Equalisation Share);
(f) Articles 54(1) and 54(4) (Substantive Resolutions); (g) Article 55 (Requirement for a poll);
(h) Article 58 (Timing of poll);
(i) Article 59 (Class Rights Actions)
(j) Article 60 (Joint Electorate Actions);
(k) Article 61 (Votes attaching to shares); (l) Article 148 (Shareholding limits);
(m) Article 70 (Deposit of form of proxy);
(n) Article 83 (Retirement by rotation);
(o) Article 87 (Nomination of Director for election); (p) Article 88 (Election or appointment of additional Director,);
(q) Article 89 (Vacation of office); (r) Article 90 (Removal of Director);
(s) Article 104 (Powers and obligations in relation to the Sharing Agreement);
(t) Article 121 (Ranking of shares for dividend);
(u) Article 141 (Liquidation of Limited);
(v) Article 142 (Insolvency Notice); and
(w) Article 144 (Rights on winding up).

“ Plc Group ” The Company and its Subsidiaries from time to time and “ a member of the Plc Group ” means any one of them. “ Plc Ordinary Shares ” The ordinary shares in the capital of the Company from time to time.

Articles of Association incorporating the amendments approved by shareholders at the 2005, 2007 and 2008 Annual General Meetings

Articles of Association of BHP Billiton Plc

“Plc Special Voting Share”	The special voting share in the capital of the Company issued
	to Plc SVC, having the rights set out in these Articles.
“Plc SVC”	Billiton SVC Limited, a company incorporated in England and
	Wales with registered number 4074194 or such other entity as
	replaces Billiton SVC Limited from time to time pursuant to
	the terms of the Voting Agreement.
“Public Trustee”	Law Debenture Trust Corporation plc or such other public trust
	company as shall be agreed between the Company and
	Limited.
“Register”	The register of members of the Company.
“relevant system”	A computer-based system, and procedures, which enable title
	to units of security to be evidenced and transferred without a
	written instrument pursuant to the Uncertificated Securities
	Rules.
“Required Majority”	The percentage voting in favour that would be required to pass
	a Required Resolution.
“Required Resolution”	Has the meaning given to it in Article 59(2).
“Seal”	Any common or official seal that the Company may be
	permitted to have under the Companies Acts.
“Securities Seal”	An official seal kept by the Company by virtue of Section 40
	of the Companies Act 1985.
“Sharing Agreement”	The DLC Structure Sharing Agreement made between the
	Company and Limited and dated the date of Completion.
“Special Voting Share”	in relation to:
	(a) the Company, the Plc Special Voting Share; and
	(b) Limited, the Limited Special Voting Share.
“Statutes”	The Companies Acts, the Uncertificated Securities Rules, and
	every other statute, statutory instrument, regulation or order for
	the time being in force concerning companies registered under
	the Companies Acts and affecting the Company.
“sterling”	the lawful currency from time to time of the United Kingdom.
“Subsidiary”	A subsidiary undertaking as those terms are defined in the
	Companies Acts.
“Substantive Resolutions”	All resolutions (other than resolutions of a procedural nature).
“Tax”	Any taxes, levies, imposts, deductions, charges, withholdings
	or duties levied by any authority (including stamp and
	transaction duties) (together with any related interest,
	penalties, fines and expenses in connection with them).

Articles of Association incorporating the amendments approved by shareholders at the 2005, 2007 and 2008 Annual General Meetings

Articles of Association of BHP Billiton Plc

“ Tax Benefit ” Any credit, rebate, exemption or benefit in respect of Tax available to any person.

“ Transfer Office” The place where the Register is situate for the time being.

“ UKLA ” The Financial Services Authority in its capacity as competent authority for the purposes of Part VI (Official Listing) of the UK Financial Services and Markets Act 2000.

“ Uncertificated Securities Rules ”
Any provisions of the Companies Acts relating to the holding, evidencing of title to or transfer of uncertificated shares and any legislation, rules or other arrangements made under or by virtue of such provision.
“ United Kingdom ” Great Britain and Northern Ireland.

“ Voting Agreement ” The SVC Special Voting Shares Deed entered into between Limited, Limited SVC, the Company, Plc SVC and the Public Trustee relating to the Limited Special Voting Share and the Plc Special Voting Share.

“ Year ” Calendar year.

(2) (Interpretation) The following rules of interpretation apply unless the context requires otherwise.
(a) The singular includes the plural and conversely.
(b) A gender includes all genders.
(c) Where a word or phrase is defined, its other grammatical forms have a corresponding meaning.
(d) A reference to a person includes a body corporate, an unincorporated body or other entity and conversely.
(e) A reference to an Article or paragraph is to an article or paragraph of these Articles.
(f) A reference to any agreement or document is to that agreement or document as amended, novated, supplemented, varied or replaced from time to time, except to the extent prohibited by this Agreement.
(g) A reference to any legislation or Applicable Regulation or to any provision of any legislation or Applicable Regulation includes any modification or re-enactment of it, any legislative or regulatory provision substituted for it and all regulations and statutory instruments issued under it.
(h) A reference to “ writing ” includes printing, typing, lithography and other modes of reproducing words in a visible form, whether electronic or otherwise.
(i) References to a document being “ signed ” or to “ signature ” include references to its being executed under hand or under seal or by any other method and, in the case of a communication in electronic form, such references are to its being authenticated as specified in the Companies Acts.
(j) Mentioning anything after “ include ”, “ includes ” or “ including ” does not limit what else might be included. Where particular words are followed by general words, the general words are not limited by the particular.

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Articles of Association of BHP Billiton Plc

(k) A reference to a body, other than a party to this Agreement (including, an institute, association, authority or Governmental Agency), whether statutory or not:
(A) which ceases to exist; or
(B) whose powers or functions are transferred to another body,

is a reference to the body which replaces it or which substantially succeeds to its powers or functions.

(l) The expression “ debenture ” shall include debenture stock, bonds and any other securities of a Company whether constituting a charge on the assets of the Company or not and “ debenture stockholder ” shall mean any person who is entered in the register of holders of the debentures of the Company as holder of a debenture.
(m) The expressions “ recognised clearing house ” and “ recognised investment exchange ” shall mean any clearing house or investment exchange (as the case may be) granted recognition under the Financial Services and Markets Act 2000.
(n) The expression “ Secretary ” shall include any person appointed by the Directors to perform any of the duties of the Secretary including, but not limited to, a joint assistant or deputy Secretary.
(o) The expression “ shareholders’ meeting ” shall include both a General Meeting and a meeting of the holders of any class of shares of the Company.
(p) All such provisions of these Articles as are applicable to paid-up shares shall apply to stock, and the words “ share ” and “ shareholder ” shall be construed accordingly.
(q) The expressions “ communication ” and “ electronic communication ” shall have the same respective meanings as in the Electronic Communications Act 2000, the latter including, without limitation, e-mail, facsimile, CD-Rom, audio tape and telephone transmission and (in the case of electronic communication by the Company in accordance with Article 135) publication on a website.
(r) The expression “ address ” shall include, in relation to electronic communication, any number or address used for the purposes of such communication.
(s) Subject as aforesaid any words or expressions defined in the Companies Acts shall (if not inconsistent with the subject or context) bear the same meanings in these Articles.
(t) A special resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under any provision of these Articles.
(u) References to a share (or to a holding of shares) being in certificated or uncertificated form are references, respectively, to that share being a certificated or an uncertificated unit of a security for the purposes of the Uncertificated Securities Rules.
(v) References to “ other company ” shall mean either the Company or Limited as the context requires.
(w) The expression “ equivalent resolution ” means a resolution of either the Company or Limited certified by the Board and the Board of Limited as equivalent in nature and effect to a resolution of the other company.

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Articles of Association of BHP Billiton Plc

(x) References to “ offers by way of rights ” are to any offers (whether renounceable or non-renounceable) to the existing ordinary shareholders of the Company or Limited as nearly as may be in proportion to their holdings at the relevant time on a pre-emptive basis which may be subject to such exclusions or other arrangements as the Board or the Board of Limited, as the case may be, may deem necessary or expedient in relation to fractional entitlements or legal or practical difficulties with making the offer under the laws of, or the requirements of any Applicable Regulation in, any jurisdiction.
(y) The headings shall not affect the construction of these Articles.

SHARE CAPITAL AND SECURITIES

3. Amount of share capital

(1) The share capital of the Company at the date of the adoption of these Articles consists of 50,000 5.5 per cent cumulative Preference Shares of £1 each, 3,000,000,000 Ordinary Shares of US$0.50 cents each, a Special Voting Share of US$0.50 and an Equalisation Share of US$0.50.
(2) Subject to Articles 59 and 60, the Company may from time to time by ordinary resolution increase its capital by such sum to be divided into shares of such amounts as the resolution shall prescribe. All new shares shall be subject to the provisions of the Statutes and of these Articles with reference to allotment, payment of calls, lien, transfer, transmission, forfeiture and otherwise.

4. Plc Special Voting Share

The Plc Special Voting Share shall confer on the holder of such share the rights set out in Articles 61, 62, 121(2)(b) and 144, but shall cease to confer any right to attend or vote at any general meeting in the event of termination of the Sharing Agreement.

5. Consolidation, sub-division and cancellation

(1) Subject to Articles 59 and 60, the Company may by ordinary resolution:
(a) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;
(b) cancel any shares which, at the date of the passing of the resolution, have not been taken, or agreed to be taken, by any person and diminish the amount of its share capital by the amount of the shares so cancelled;
(c) subdivide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum of Association (subject, nevertheless, to the provisions of the Statutes), and so that the resolution whereby any share is subdivided may determine that, as between the holders of the shares resulting from such subdivision, one or more of the shares may, as compared with the others, have any such preferred, deferred or other special rights, or be subject to any such restrictions, as the Company has power to attach to unissued or new shares.
(2) If, as the result of a consolidation and division, a sub-division or a pro rata issue of shares, a member becomes entitled to a fraction of a share, the Board may on behalf of that member deal with that fractional entitlement as the Board thinks fit. In particular, the Board may:
(a) issue a whole share in place of that fractional entitlement;

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Articles of Association of BHP Billiton Plc

(b) disregard that fractional entitlement;
(c) issue a fractional share certificate;
(d) make a cash payment in satisfaction of that fractional entitlement;
(e) vest cash in trustees on trust for that member as the Board thinks fit; or
(f) make (or authorise any person to make) an agreement for the issue to a third person of shares (credited as fully paid up) representing that fractional entitlement and any other fractional entitlements which the Board is empowered to deal with. Such agreement may provide for the sale of those shares by that third person and the payment of the proceeds of sale to the members concerned.
(3) So far as the Statutes allow, the Directors may treat shares of a member in certificated form and in uncertificated form as separate holdings in giving effect to subdivisions and/or consolidations and may cause any shares arising on consolidation and representing fractional entitlements to be entered in the Register as shares in certificated form where this is desirable to facilitate the sale thereof.

6. Purchase of own shares

Subject to the provisions of the Statutes and Articles 59 and 60, the Company may purchase, or may enter into a contract under which it will or may purchase, any of its own shares of any class (including any redeemable shares) but so that if there shall be in issue any shares which are admitted to the Official List and which are convertible into equity share capital of the Company of the class proposed to be purchased, then the Company shall not purchase, or enter into a contract under which it will or may purchase, such equity shares unless either:

(a) the terms of issue of such convertible shares include provisions permitting the Company to purchase its own equity shares or providing for adjustment to the conversion terms upon such a purchase; or
(b) the purchase, or the contract, has first been approved by a special resolution passed at a separate meeting of the holders of such convertible shares.

7. Reduction of capital

Subject to the provisions of the Companies Acts, the provisions of Articles 59 and 60 and to any rights conferred on the holders of any class of shares, the Company may by special resolution reduce its share capital or any capital redemption reserve, share premium account or other undistributable reserve in any way.

8. Issue of securities

Without affecting any special rights conferred on the holders of any shares and subject to the provisions of Articles 59 to 60 (except in the case of the Equalisation Share or the Plc Special Voting Share), any shares or other securities may be issued by the Company with preferred, deferred or other special rights, obligations or restrictions, whether in regard to dividends, voting, return of share capital, payment of calls, rights of conversion, rights of redemption (whether at the option of the holder or the Company) or otherwise, as and when the Board may determine and on any other terms the Board considers appropriate provided that the rights attaching to a class other than Ordinary Shares shall be expressed at the date of issue.

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Articles of Association of BHP Billiton Plc

9. Directors’ statutory authorisation

Subject to the provisions of the Statutes relating to authority, pre-emption rights (to the extent not disapplied in accordance with the Statutes) and otherwise and of any resolution of the Company in general meeting passed pursuant thereto, all unissued shares shall be at the disposal of the Directors and they may allot (with or without conferring a right of renunciation), grant options over or otherwise dispose of them to such persons, at such times and on such terms as they think proper.

10. Commissions on issue of shares

The Company may exercise the powers of paying commissions conferred by the Statutes to the full extent thereby permitted. The Company may also on any issue of shares pay such brokerage as may be lawful.

11. Renunciation of allotment

The Directors may at any time after the allotment of any share but before any person has been entered in the Register in respect of shares in certificated form as the holder:

(a) recognise a renunciation thereof by the allottee in favour of some other person and may accord to any allottee of a share a right to effect such renunciation; and/or
(b) allow the rights represented thereby to be one or more participating securities, in each case upon and subject to such terms and conditions as the Directors may think fit to impose.

12. Non-recognition of equitable or other interests

Except as required by law or these Articles, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or compelled in any way to recognise any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these Articles or by law otherwise provided) any other right in respect of any share, except an absolute right to the entirety thereof in the holder.

FORM OF HOLDING OF SHARES

13. Certificates

14. Not used

15. Not used

JOINT HOLDERS

16. Joint holders

Where two or more persons are registered as the holders of any share, they hold the share subject to the following provisions:

(a) ( Number of holders ) the Company is not bound to register more than four persons as the holders of the share (except in the case of personal representatives);

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Articles of Association of BHP Billiton Plc

(b) ( Liability for payments ) the joint holders of the share are liable severally as well as jointly in respect of all payments which ought to be made in respect of the share;
(c) ( Death of joint holder ) on the death of any one of the joint holders, the remaining joint holders are the only persons recognised by the Company as having any title to the share but the Board may require evidence of death and the estate of the deceased holder is not released from any liability in respect of the share;
(d) ( Power to give receipt ) any one of the joint holders may (and, in any case where two or more persons are jointly entitled to a share in consequence of the death or bankruptcy of the holder or otherwise by operation of law, any one of those persons jointly entitled may) give a receipt for any dividend, bonus or return of capital payable to the joint holders;
(e) ( Notices and certificates ) only the person whose name appears first in the Register as one of the joint holders of the share is entitled, if the Company determines to issue certificates for shares, to delivery of a certificate relating to the share or to receive notices from the Company and any notice given to that person is notice to all the joint holders;
(f) ( Votes of joint holders ) any one of the joint holders may vote at any meeting of the Company either personally or by properly authorised representative, proxy or attorney, in respect of the share as if that joint holder was solely entitled to the share. If more than one of the joint holders are present at any meeting personally or by properly authorised representative, proxy or attorney, the joint holder who is present whose name appears first in the Register in respect of the share is entitled alone to vote in respect of the share.

CALLS ON SHARES

17. Power to make calls

(1) Subject to the terms on which any shares may have been issued, the Board may make calls on the shareholders in respect of all moneys unpaid on their shares. Each shareholder (subject to receiving at least 14 days’ notice specifying the time or times and place of payment) is liable to pay the amount of each call in the manner, at the time and at the place specified by the Board. Calls may be made payable by instalments.
(2) A call is considered to have been made at the time when the resolution of the Board authorising the call was passed. The call may be revoked or postponed at the discretion of the Board at any time prior to the date on which payment in respect of the call is due. The non-receipt of a notice of any call by, or the accidental omission to give notice of any call to, any shareholder does not invalidate the call.

18. Voting restrictions—unpaid calls

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Articles of Association of BHP Billiton Plc

19. Interest on overdue amounts

20. Power to differentiate between holders

The Board may make arrangements on the allotment of shares for a difference between the holders of those shares in the amount of calls to be paid and the time of payment of the calls.

21. Instalments; Payment of calls in advance

(1) Any sum which by the terms of issue of a share becomes payable upon issue or at any fixed date shall for all the purposes of these Articles be deemed to be a call duly made and payable on the date on which by the terms of allotment the same becomes payable. In case of non-payment all the relevant provisions of these Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.
(2) The Board may if it thinks fit receive from any member willing to advance the same all or any part of the moneys uncalled and unpaid upon the shares held by him and such payment in advance of calls shall extinguish pro tanto the liability upon the shares in respect of which it is made and upon the money so received (until and to the extent that the same would but for such advance become payable) the Company may pay interest at such rate as the member paying such sum and the Board may agree.

FORFEITURE AND LIEN

22. Notice requiring payment of sums payable

(1) If any shareholder fails to pay any sum payable on or in respect of any shares (including money payable on issue, calls or instalments) on or before the day for payment, the Board may serve a notice on the shareholder requiring that shareholder to pay the sum together with interest accrued and all expenses incurred by the Company by reason of the non-payment. The notice may be served at any time whilst any part of the sum remains unpaid.
(2) The notice referred to in Article 22(1) must state a day on or before which the sum, interest and expenses (if any) are to be paid and the place where payment is to be made. The notice is also to state that, if payment is not made by the time and at the place specified, the shares in respect of which the sum is payable are liable to be forfeited.

23. Forfeiture on non-compliance with notice

(1) If there is non-compliance with the requirements of any notice given under Article 22(1), any shares in respect of which the notice has been given may be forfeited by a resolution of the Board passed at any time after the time specified in the notice for payment. The forfeiture is to include all dividends, interest and other moneys payable by the Company in respect of the forfeited shares and not actually paid before the forfeiture.
(2) When any share is forfeited, notice of the resolution of the Board is to be given to the shareholder in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture and the date of forfeiture is to be made in the Register. Failure to give notice or make the entry as required by this Article does not invalidate the forfeiture.

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Articles of Association of BHP Billiton Plc

24. Surrender of shares

Subject to the Statutes, the Board may, in its discretion, accept the surrender of any share. Any shares surrendered may be sold or re-issued in the same manner as forfeited shares.

25. Disposal of forfeited shares

26. Liability despite forfeiture

27. Company’s lien

The Company has a first and paramount lien on every share (not being a fully paid share) for unpaid calls, instalments, interest due in relation to any calls or instalments and any amounts the Company is required by law to pay on the share. The lien extends to the proceeds of sale of the share and to all dividends and bonuses declared in respect of the share but, if the Company registers a transfer of any share on which it has a lien without giving the transferee notice of any claim it may have at that time, the share is discharged from the lien of the Company in respect of that claim. Subject to the provisions of the Statutes, the Board may do all things it considers appropriate to protect or enforce any lien.

28. Sale of shares to enforce lien

29. Title of shares forfeited or sold to enforce lien

(1) In a sale or a re-issue of forfeited shares or in the sale of shares to enforce a lien, an entry in the Board’s minute book that the shares have been forfeited, sold or re-issued in accordance with these Articles is sufficient evidence of that fact as against all persons entitled to the shares immediately before the forfeiture, sale or reissue of the shares. The Company may receive the purchase money or consideration (if any) given for the shares on any sale or re-issue.
(2) In a sale or re-issue, a certificate signed by a Director or the Secretary to the effect that the shares have been forfeited and the receipt of the Company for the price of the shares constitutes a good title to them.
(3) In a sale, the Board may appoint a person to execute, or may otherwise effect, a transfer in favour of the person to whom the shares are sold.
(4) On the issue of the receipt or the transfer being executed or otherwise effected the person to whom the shares have been re-issued or sold is to be registered as the holder of the shares, discharged from all calls or other money due in respect of the shares prior to the reissue or purchase and that person is

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Articles of Association of BHP Billiton Plc

not bound to see to the regularity of the proceedings or to the application of the purchase money or consideration; nor is that person’s title to the shares affected by any irregularity or invalidity in the proceedings relating to the forfeiture, sale or re-issue.

(5) The net proceeds of any sale or re-issue are to be applied first in payment of all costs of or in relation to the enforcement of the lien or the forfeiture (as the case may be) and of the sale or re-issue, next in satisfaction of the amount in respect of which the lien exists as is then payable to the Company (including interest) and the residue (if any) paid to, or at the direction of, the person registered as the holder of the shares immediately prior to the sale or re-issue or to the person’s executors, administrators or assigns on the production of any evidence as to title required by the Board.

30. Payments by the Company

(1) Article 30(2) applies if any law of any place imposes or purports to impose any immediate or future or possible liability on the Company to make any payment or empowers any government or authority to require the Company to make any payment in respect of any securities held either jointly or solely by any holder or in respect of any transfer of those securities or in respect of any interest, dividends, bonuses or other moneys due or payable or accruing due or which may become due or payable to the holder by the Company on or in respect of any securities or for or on account or in respect of any holder of securities, whether because of:
(a) the death of the holder;
(b) the non-payment of any income tax or other tax by the holder;
(c) the non-payment of any estate, probate, succession, death, stamp or other duty by the holder or the trustee, executor or administrator of that holder or by or out of the holder’s estate;
(d) any assessment of income tax against the Company in respect of interest or dividends paid or payable to the holder; or
(e) any other act or thing.
(2) In each case referred to in Article 30(1):
(a) the Company is to be fully indemnified from all liability by the holder or the holder’s personal representative and by any person who becomes registered as the holder of the securities on the distribution of the deceased holder’s estate;
(b) the Company has a lien on the securities for all moneys paid by the Company in respect of the securities under or in consequence of any law;
(c) the Company has a lien on all dividends, bonuses and other moneys payable in respect of the securities registered in the Register as held either jointly or solely by the holder for all moneys paid or payable by the Company in respect of the securities under or in consequence of any law, together with interest at a rate the Board may determine from the date of payment to the date of repayment, and may deduct or set off against any dividend, bonus or other moneys payable any moneys paid or payable by the Company together with interest;
(d) the Company may recover as a debt due from the holder or the holder’s personal representative or any person who becomes registered as the holder of the securities on the distribution of the deceased holder’s estate, any moneys paid by the Company under or in consequence of any law which exceed any dividend, bonus or other money then due or payable by the Company to the holder together with interest at a rate the Board may determine from the date of payment to the date of repayment; and

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Articles of Association of BHP Billiton Plc

(e) if any money is paid or payable by the Company under any law, the Company may refuse to register a transfer of any securities by the holder or the holder’s personal representative until the money and interest is set off or deducted or, where the money and interest exceeds the amount of any dividend, bonus or other money then due or payable by the Company to the holder, until the excess is paid to the Company.

Nothing in this Article affects any right or remedy which any law confers on the Company and any right or remedy is enforceable by the Company against the holder or the holder’s personal representative.

VARIATION OF RIGHTS

31. Variation of class rights

(1) Subject to Articles 59 to 60, whenever the capital of the Company is divided into different classes of shares, the special rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may be varied or abrogated by a special resolution approving the proposed variation or abrogation passed by the Company and:
(a) a special resolution passed at a separate meeting of the holders of the issued shares of the class affected; or
(b) with the written consent of members with at least 75% of the votes in the class affected.
(2) No approval or consent shall be required in respect of the redemption of any redeemable preference shares in accordance with the terms of issue.
(3) All the provisions of these Articles as to general meetings of the Company shall, with any necessary amendments, apply to any such separate meeting, but so that:
(i) the necessary quorum shall be two or more persons entitled to vote and holding or representing by proxy in aggregate not less than one-third in nominal value of the issued shares of the class (excluding any shares of that class held as treasury shares), except at an adjourned meeting where one holder entitled to vote and present in person or by proxy shall be a quorum (irrespective of the number of shares held);
(ii) subject to any rights or restrictions attached to any class of shares, every holder of shares of the class present in person or by proxy and entitled to vote shall be entitled on a poll to one vote for every share of the class held; and
(iii) any holder of shares of the class present in person or by proxy and entitled to vote may demand a poll.
(4) This Article 31 shall apply to the variation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class and their special rights were to be varied.

32. Matters not constituting variation of rights

The special rights attached to any class of shares having preferential rights shall not unless otherwise expressly provided by the terms of issue thereof be deemed to be varied by (a) the creation or issue of further shares ranking as regards participation in the profits or assets of the Company in some or all respects pari passu therewith but in no respect in priority thereto or (b) the purchase by the Company of any of its own shares.

Articles of Association incorporating the amendments approved by shareholders at the 2005, 2007 and 2008 Annual General Meetings

Articles of Association of BHP Billiton Plc

TRANSFER OF SECURITIES

33. Form of transfer

(1) All transfers of shares which are in certificated form may be effected by transfer in writing in any usual or common form or in any other form acceptable to the Directors and may be under hand only. The instrument of transfer shall be signed by or on behalf of the transferor and (except in the case of fully-paid shares) by or on behalf of the transferee. The transferor shall remain the holder of the shares concerned until the name of the transferee is entered in the Register in respect thereof.
(2) All transfers of shares which are in uncertificated form may be effected by means of a relevant system.

34. Balance certificate

Where some only of the shares comprised in a share certificate are transferred the old certificate shall be cancelled and, to the extent that the balance is to be held in certificated form, a new certificate for the balance of such shares issued in lieu without charge.

35. Right to refuse registration

(1) The Directors may decline to recognise any instrument of transfer relating to shares in certificated form unless it is in respect of only one class of share and is lodged (duly stamped if required) at the Transfer Office accompanied by the relevant share certificate(s) and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do). In the case of a transfer of shares in certificated form by a recognised clearing house or a nominee of a recognised clearing house or of a recognised investment exchange the lodgement of share certificates will only be necessary if and to the extent that certificates have been issued in respect of the shares in question.
(2) The Directors may, in the case of shares in certificated form, in their absolute discretion refuse to register any transfer of shares (not being fully-paid shares) provided that, where any such shares are admitted to the Official List, such discretion may not be exercised in such a way as to prevent dealings in the shares of that class from taking place on an open and proper basis.
(3) The Directors may also refuse to register an allotment or a transfer of shares (whether fully paid or not) in favour of more than 4 persons jointly.
(4) If the Directors refuse to register an allotment or transfer they shall within two months after the date on which:
(a) the letter of allotment or transfer was lodged with the Company (in the case of shares held in certificated form); or
(b) the Operator-instruction was received by the Company (in the case of shares held in uncertificated form),

send to the allottee or transferee notice of the refusal.

(5) The Directors shall decline to register any transfer of the Special Voting Share unless the transfer has been approved in accordance with Clause 5.1 of the Voting Agreement. The Directors shall decline to register any transfer of the Equalisation Share unless the transfer is to a member of the Limited Group or a trustee for the benefit of a member or members of the Limited Group.

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Articles of Association of BHP Billiton Plc

36. Retention of transfers

All instruments of transfer which are registered may be retained by the Company.

37. No fee on registration

No fee will be charged by the Company in respect of the registration of any transfer or other document relating to or affecting the title to any shares or otherwise for making any entry in the Register affecting the title to any shares.

38. Closure of Register

The registration of transfers may be suspended at such times and for such periods (not exceeding 30 days in any year) as the Directors may from time to time determine and either generally or in respect of any class of shares, except that, in respect of any shares which are participating securities, the Register shall not be closed without the consent of the Operator.

39. Branch Register

Subject to and to the extent permitted by the Statutes, the Company, or the Directors on behalf of the Company, may cause to be kept in any territory a branch register of members resident in such territory, and the Directors may make and vary such regulations as they may think fit respecting the keeping of any such register.

40. Further Provisions on Shares in Uncertificated Form

(1) Subject to the Statutes and the rules (as defined in the Uncertificated Securities Rules), the Directors may determine that any class of shares may be held in uncertificated form and that title to such shares may be transferred by means of a relevant system or that shares of any class should cease to be held and transferred as aforesaid.
(2) The provisions of these Articles shall not apply to shares of any class which are in uncertificated form to the extent that such Articles are inconsistent with:
(a) the holding of shares of that class in uncertificated form;
(b) the transfer of title to shares of that class by means of a relevant system; or
(c) any provision of the Uncertificated Securities Rules.

For the purpose of effecting any actions by the Company, the Directors may determine that holdings of the same member in uncertified form and in certificated form shall be treated as separate holdings.

TRANSMISSION OF SECURITIES

41. Transmission on death

The personal representative of a deceased shareholder (who is not one of several joint holders) is the only person recognised by the Company as having any title to securities registered in the name of the deceased shareholder. Subject to compliance by the transferee with these Articles, the Board may register any transfer effected by a shareholder prior to the shareholder’s death despite the Company having notice of the shareholder’s death.

Articles of Association incorporating the amendments approved by shareholders at the 2005, 2007 and 2008 Annual General Meetings

Articles of Association of BHP Billiton Plc

42. Election of persons entitled by transmission

A person (a transmittee ) who satisfies the Board that the right to any securities has devolved on the transmittee by will or by operation of law may be registered as a shareholder in respect of the securities or may (subject to the provisions in these Articles relating to transfers) transfer the securities. The Board has the same right to refuse to register the transmittee as if the transmittee was the transferee named in an ordinary transfer presented for registration.

43. Rights of persons entitled by transmission

Save as otherwise provided by or in accordance with these Articles, a person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law shall (upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share) be entitled to the same dividends and other advantages as those to which he would be entitled if he were the registered holder of the share.

UNTRACED SHAREHOLDERS

44. Untraced Shareholders

(1) The Company shall be entitled to sell at the best price reasonably obtainable at the time of sale the shares of a member or the shares to which a person is entitled by virtue of transmission on death or bankruptcy or otherwise by operation of law if and provided that:
(a) during the period of 12 years prior to the date of the publication of the advertisements referred to in paragraph (b) below (or, if published on different dates, the first thereof) at least three dividends in respect of the shares have become payable and no dividend in respect of those shares has been claimed; and
(b) the Company shall on expiry of such period of 12 years have inserted advertisements in both a national newspaper and in a newspaper circulating in the area in which the last known address of the member or the address at which service of notices may be effected under these Articles is located giving notice of its intention to sell the said shares; and
(c) during the period of three months following the publication of such advertisements the Company shall have received no communication from such member or person; and
(d) notice shall have been given to the London Stock Exchange of its intention to make such sale.
(2) To give effect to any such sale the Company may appoint any person to transfer, as transferor, the said shares and such transfer shall be as effective as if it had been carried out by the registered holder of or person entitled by transmission to such shares and the title of the transferee shall not be affected by any irregularity or invalidity in the proceedings relating thereto. The net proceeds of sale shall belong to the Company which shall be obliged to account to the former member or other person previously entitled as aforesaid for an amount equal to such proceeds and shall enter the name of such former member or other person in the books of the Company as a creditor for such amount which shall be a permanent debt of the Company. No trust shall be created in respect of the debt, no interest shall be payable in respect of the same and the Company shall not be required to account for any money earned on the net proceeds, which may be employed in the business of the Company or invested in such investments (other than shares of the Company or its holding company if any) as the Directors may from time to time think fit.

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GENERAL MEETINGS

45. Calling of general meetings

(1) The Board may, and shall on requisition in accordance with the Statutes, call a general meeting of the Company to be held at the time and place or places and in the manner determined by the Board. No shareholder may convene a general meeting of the Company except where entitled under the Statutes to do so. By resolution of the Board any general meeting may be cancelled or postponed prior to the date on which it is to be held, except where the cancellation or postponement would be contrary to the Statutes. The Board may give notice of a cancellation or postponement as it thinks fit but any failure to give notice of cancellation or postponement does not invalidate the cancellation or postponement or any resolution passed at a postponed meeting.
(2) Any Director may convene a general meeting whenever the Director thinks fit. A Director may cancel by notice in writing to all members any meeting convened by that Director under this Article 45(2).

46. Length of notice for General Meetings

An annual general meeting and any general meeting at which it is proposed to pass a special resolution or (save as provided by the Statutes) a resolution of which special notice has been given to the Company, shall be called by 21 days’ notice in writing at the least and any other general meeting by 14 days’ notice in writing at the least. The period of notice shall in each case be exclusive of the day on which it is served or deemed to be served and of the day on which the meeting is to be held and shall be given in manner hereinafter mentioned to all members other than such as are not under the provisions of these Articles entitled to receive such notices from the Company provided that the Company may determine that only those persons entered on the Register at the close of business on a day determined by the Company, such day being no more than 21 days before the day that notice of the meeting is sent, shall be entitled to receive such a notice and provided also that a general meeting notwithstanding that it has been called by a shorter notice than that specified above shall be deemed to have been duly called if it is so agreed:

(a) in the case of an annual general meeting by all the members entitled to attend and vote thereat; and
(b) in the case of any other general meeting by a majority in number of the members having a right to attend and vote thereat, being a majority together holding not less than 95 per cent in nominal value of the shares giving that right (excluding any shares in the Company held as treasury shares, which for this purpose shall include shares in the Company held by any member of the Limited Group).

47. Contents of notice of general meetings

(1) Where the Company has called a general meeting, notice of the meeting may be given in the form and manner in which the Board thinks fit. The non-receipt of a notice of any general meeting by, or the accidental omission to give notice to, any person entitled to notice, does not invalidate any resolution passed at that meeting.
(2) For the purposes of determining which persons are entitled to attend or vote at a meeting and how many votes such a person may cast, the Company may specify in the notice of the meeting a time, not more than 48 hours before the time fixed for the meeting, by which a person must be entered on the Register in order to have the right to attend or vote at the meeting.

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PROCEEDINGS AT GENERAL MEETINGS

48. Chairman

(1) The Chairman of the Board is entitled to chair every general meeting.
(2) If at any general meeting:
(a) the Chairman of the Board is not present at the specified time for holding the meeting; or
(b) the Chairman of the Board is present but is unwilling to chair the meeting,

the Deputy Chairman of the Board is entitled to chair the meeting.

(3) If at any general meeting:
(a) there is no Chairman of the Board or Deputy Chairman of the Board;
(b) the Chairman of the Board and Deputy Chairman of the Board are not present at the specified time for holding the meeting; or
(c) the Chairman of the Board and the Deputy Chairman of the Board are present but each is unwilling to chair the meeting,

(4) If during any general meeting the Chairman acting under the preceding paragraphs of this Article 48 is unwilling to chair any part of the proceedings, the Chairman may withdraw as Chairman during the relevant part of the proceedings and may nominate any person who immediately before the general meeting was a Director or who has been nominated for election as a Director at the meeting to be Acting Chairman of the meeting during the relevant part of the proceedings. On the conclusion of the relevant part of the proceedings the Acting Chairman is to withdraw and the Chairman is to resume to chair the meeting.

49. Quorum

50. Lack of quorum

51. Adjournment

(1) The Chairman may and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place.
(2) In determining whether to adjourn the meeting under paragraph (1), the Chairman shall have regard to:
(a) any notice received of any adjournment of the Parallel General Meeting (if any); and
(b) the impact of any adjournment on the Parallel General Meeting (if any).

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(3) If the Chairman elects to adjourn the meeting under paragraph (1), the Chairman may decide whether to seek the approval of the meeting.
(4) No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
(5) Subject to paragraph (6), it is not a requirement of these Articles to give notice of an adjournment or of the business to be transacted at an adjourned meeting.
(6) The Company shall as soon as possible give notice to Limited of an adjournment and of the business to be transacted at an adjourned meeting.
(7) Without prejudice to any other power which the chair may have under the provisions of these Articles or at law, the Chairman may, without the consent of the meeting, interrupt or adjourn a meeting from time to time and from place to place or for an indefinite period if the Chairman decides that it has become necessary to do so in order to:
(a) secure the proper and orderly conduct of the meeting;
(b) give all persons entitled to do so a reasonable opportunity of speaking and voting at the meeting; or
(c) ensure that the business of the meeting is properly disposed of.

52. Not used

53. Conduct of General Meetings

(1) The conduct of each general meeting of the Company and the procedures to be adopted at the meeting are as determined at, during or prior to the meeting by the Chairman.
(2) The Chairman or a person acting with the Chairman’s authority may require any person who wishes to attend the meeting to comply with searches, restrictions or other security arrangements the Chairman or a person acting with the Chairman’s authority considers appropriate. The Chairman or a person acting with the Chairman’s authority may refuse entry to any person who does not comply with the arrangements, any person who possesses a recording or broadcasting device without the consent of the Chairman or a person acting with the Chairman’s authority, or any person who possesses an article which the Chairman or person acting with the Chairman’s authority considers to be dangerous, offensive or liable to cause disruption. At any time the Chairman considers it necessary or desirable for the proper and orderly conduct of the meeting, the Chairman may demand the cessation of debate or discussion on any business, question, motion or resolution being considered by the meeting and if the Chairman considers it appropriate require the business, question, motion or resolution to be put to a vote of the shareholders present.
(3) The Chairman may require the adoption of any procedures which are in the Chairman’s opinion necessary or desirable for the proper and orderly casting or recording of votes at any general meeting of the Company, whether on a show of hands or on a poll.
(4) Any determination by the Chairman in relation to matters of procedure (including any procedural motions moved at or put to any meeting) is final.
(5) If it appears to the Chairman that the place of the meeting specified in the notice convening a general meeting is inadequate to accommodate all persons entitled and wishing to attend, the meeting is duly constituted and its proceedings are valid if the Chairman is satisfied that adequate facilities are

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available, whether at the place of the meeting or elsewhere, to ensure that each such person who is unable to be accommodated at the place of the meeting is able to participate in the business for which the meeting has been convened and to hear and see all persons present who speak (and be heard and be seen), whether by use of microphones, loud-speakers, audio-visual communications equipment or otherwise (whether in use when these Articles are adopted or developed subsequently).

(6) A Director shall be entitled to attend and speak at any general meeting of the Company and at any separate meeting of the holders of any class of shares of the Company.

54. Substantive Resolutions

(1) The business of an annual general meeting is to consider the accounts and reports required by the Companies Acts to be laid before each annual general meeting, to elect Directors, when relevant to appoint an auditor and fix the auditor’s remuneration, and to transact any other business which, under these Articles, is required to be transacted at any annual general meeting. All other business transacted at an annual general meeting and all business transacted at other general meetings is deemed to be special. Except with the approval of the Board, with the permission of the Chairman or under the Statutes, no person may move at any meeting either any resolution or any amendment of any resolution of which notice has not been given under Article 47 or this Article 54 (as the case may be).
(2) If an amendment shall be proposed to any resolution under consideration but shall in good faith be ruled out of order by the chairman of the meeting the proceedings on the Substantive Resolution shall not be invalidated by any error in such ruling.
(3) In the case of a Substantive Resolution duly proposed as a special resolution, no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon.
(4) Without prejudice to any other restriction on the right to move amendments to Substantive Resolutions, in the case of a Substantive Resolution duly proposed as an ordinary resolution to approve a Joint Electorate Action, no amendment to that resolution (other than a mere clerical amendment to correct a patent error or an amendment to conform such resolution to a resolution duly proposed or to be proposed at the Parallel General Meeting or an amendment to such resolution considered and approved at the Parallel General Meeting) shall be considered or voted upon unless written notice of the intention to move the amendment is received by the Company at least 48 hours prior to the time appointed for holding the relevant meeting or adjourned meeting or (in the absence of such notice) the Chairman of the meeting in the Chairman’s absolute discretion rules that the amendment shall be considered, provided that no amendment shall be considered where the Parallel General Meeting has already been held.

GENERAL VOTING AND POLL PROCEDURES

55. Voting

(1) The Chairman may determine that any question to be submitted to a general meeting be determined by a poll without first submitting the question to the meeting to be decided by a show of hands.
(2) A poll may be demanded by:
(a) not less than 5 members present in person or by proxy and entitled to vote;
(b) a member or members present in person or by proxy and representing not less than 5 per cent of the total voting rights of all the members having the right to vote at the meeting;

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(c) the holder of the Plc Special Voting Share; or
(d) the Chairman.

(3) Subject to Article 56, at any general meeting a resolution (other than a procedural resolution) put to the vote of the meeting on which the holder of the Plc Special Voting Share is entitled to vote shall be decided on a poll.
(4) Unless the Chairman makes the determination referred to in Article 55(1) or unless a poll is properly demanded or required pursuant to Articles 55(2) and (3), each question submitted to a general meeting is to be decided in the first instance by a show of hands. Unless a poll is demanded, a declaration by the Chairman that a resolution has been passed or lost is conclusive, without proof of the number or proportion of the votes recorded in favour of or against the resolution.
(5) In the case of an equality of votes, the Chairman has, both on a show of hands and on a poll, a casting vote in addition to any votes to which the Chairman may be entitled as a shareholder, or as proxy, attorney or properly appointed representative of a shareholder.

56. Taking a poll

(1) If a poll is determined, demanded or otherwise required as provided in Articles 55(1), (2) and (3), it is to be taken in the manner and at the time (not being more than thirty days from the date of the meeting) and place as the Chairman directs. Any poll may, as the Chairman shall direct, close at different times for different classes of shareholders or for different shareholders of the same class entitled to vote on the relevant resolution. In the case of a poll on a resolution on which the holder of the Plc Special Voting Share is entitled to vote, the poll may remain open for so long as the Chairman may determine and, in any event, shall be kept open for such time as is necessary to allow the Parallel General Meeting of Limited to be held and for the votes attaching to the Plc Special Voting Share to be calculated and cast on such poll, although such poll may be closed earlier in respect of shares of other classes. The result of the poll is deemed to be the resolution of the meeting at which the poll was demanded. In the case of any dispute as to the admission or rejection of a vote, the Chairman’s determination in respect of the dispute is final.
(2) A demand for a poll does not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded. A poll demanded on a question of adjournment is to be taken at the meeting and without adjournment.
(3) The result of a poll may be announced in the manner the Chairman determines and at the time (whether during the relevant meeting or afterwards) as the Chairman considers appropriate.

57. Special meetings

All the provisions of these Articles as to general meetings apply, with any necessary modifications, to any special meeting of any class of shareholders which may be held under the operation of these Articles or the Statutes.

58. Not used

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VOTING RIGHTS AND PROCEDURES UNDER SHARING AGREEMENT

59. Class Rights Actions

(1) The following matters shall constitute Class Rights Actions if undertaken by either the Company or Limited:
(a) the voluntary liquidation of the Company or of Limited;
(b) amendment of the terms of, or termination of the Sharing Agreement or the Voting Agreement, the Plc Deed Poll Guarantee or the Limited Deed Poll Guarantee (other than, in the case of the Voting Agreement, any amendment to conform such agreement with the terms of the Sharing Agreement or, in the case of any of those agreements, any amendment which is formal or technical in nature and which would not be materially prejudicial to the interests of the shareholders of the Company or of Limited or is necessary to correct any inconsistency or manifest error as agreed between the Board and the Board of Limited);
(c) any amendment to, or removal of, or the alteration of the effect of (which for the avoidance of doubt shall be taken to include the ratification of any breach of), any Plc Entrenched Provision or Limited Entrenched Provision as the case may be;
(d) any Action requiring approval as a Class Rights Action pursuant to Clause 3.1(b) of the Sharing Agreement;
(e) a change of the corporate status of the Company from a public limited company incorporated in England and Wales with its primary listing on the London Stock Exchange or Limited from a public company limited by shares registered under the Corporations Act with its primary listing on ASX; and
(f) any other action or matter which the Board and the Board of Limited agree (either in a particular case or generally) should be treated as a Class Rights Action.
(2) A Class Rights Action in respect of an action of a kind described in:
(a) paragraphs 59(1)(a) to (c) shall require approval by special resolution;
(b) paragraphs 59(1)(d) or (e) shall require approval by ordinary resolution or in relation to either the Company or Limited, if required by Applicable Regulation applying to the Company or Limited or by these Articles or the Limited Constitution, by special resolution of the Company or Limited, as so required; and
(c) paragraph 59(1)(f) shall require approval by ordinary resolution or in relation to either the Company or Limited, if required by Applicable Regulation applying to the Company or Limited or by these Articles or the Limited Constitution or if considered appropriate by the Board and the Board of Limited, by special resolution of the Company or Limited, as so required,

in each case in accordance with the Class Rights Procedure (and the type of resolution specified above shall be referred to in these Articles as the “ Required Resolution ”).

(3) Subject to Article 59(4), a Class Rights Action shall require the approval by a Required Resolution of the shareholders of both the Company and Limited, in each case, at a meeting at which the holders of Ordinary Shares and the holder of the Special Voting Share are entitled to vote as a single class on a poll. In relation to such a resolution proposed at a shareholders meeting of the Company, if the

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proposed action has not, by the time of the closing of the poll, been approved by a Required Majority of the holders of the Limited Ordinary Shares, the holder of the Plc Special Voting Share shall have sufficient votes to defeat such resolution, as provided in Article 61(2). The holder of the Plc Special Voting Share shall otherwise not be entitled to vote in relation to that resolution.

(4) Where an action requiring approval as a Class Rights Action would not otherwise require approval of the shareholders of the Benefited Party, the Benefited Party shall not be required to convene a meeting for the purposes of Article 59(3) and the Class Rights Action shall be approved if the holder of the Special Voting Share in the Benefited Party has given its written consent to the action, which consent shall only be given following the passing of a resolution by the Required Majority of the holders of Ordinary Shares of the Affected Party.

In this Article 59(4), “ Benefited Party ” means such one of Limited or the Company whose holders of Ordinary Shares would benefit from a proposed action relative to the holders of Ordinary Shares in the other company (“ Affected Party ”).

60. Joint Electorate Actions

(1) Resolutions of the holders of Plc Ordinary Shares shall be subject to the Joint Electorate Procedure if they relate to the following matters:
(a) the appointment, removal or re-election of any Director or any director of Limited or both of them;
(b) the receipt or adoption of the annual accounts of the Company or Limited, or both of them, or accounts prepared on a combined basis;
(c) a change of name by the Company or Limited or both of them;
(d) the appointment or removal of the auditors of the Company or Limited or both of them;
(e) any proposed acquisition or disposal or other transaction of the kinds referred to in Chapters 10 and 11 of the UKLA Listing Rules or Chapters 10 and 11 of the ASX Listing Rules which (in any case) is required under such Applicable Regulation to be authorised by holders of Ordinary Shares;
(f) a matter referred to in clause 7.2 or 7.3 of the Sharing Agreement;
(g) any matter considered by shareholders at an annual general meeting (or at a general meeting held on the same day as an annual general meeting); and
(h) any other matter which the Board and the Board of Limited decide (either in a particular case or generally) should be approved under the Joint Electorate Procedure.

If a particular matter falls both within Article 59(1) and this Article 60(1), then it shall be treated as a Class Rights Action falling exclusively within Article 59(1).

(2) A Joint Electorate Action shall require approval by both:
(a) an ordinary resolution (or a special resolution if required by the Limited Constitution or Applicable Regulation) of the votes cast by the holders of the Limited Ordinary Shares and the holder of the Limited Special Voting Share, voting as a single class; and
(b) an ordinary resolution (or a special resolution if required by these Articles or Applicable Regulation) of the votes cast by the holders of the Plc Ordinary Shares and the holder of the Plc Special Voting Share, voting as a single class.

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(3) For the purposes of Article 59 and this Article 60 only, the expression “ special resolution ” shall include any resolution of the shareholders of the Company or of Limited where Applicable Regulation or either Constitution so requires, so as to approve the relevant resolution, an affirmative vote with a majority greater than that required for an ordinary resolution and in any particular case shall mean such majority as is so required.

VOTES OF MEMBERS

61. Votes attaching to shares

(1) Subject to Article 47 and to any special rights or restrictions as to voting attached by or in accordance with these Articles to any class of shares:
(a) on a show of hands:
- (i) subject to paragraphs (iii) and (iv), each shareholder present in person or by proxy, representative or attorney (except the holder of the Plc Special Voting Share) has one vote;
- (ii) the holder of the Plc Special Voting Share shall not be entitled to vote;
- (iii) where a shareholder has appointed more than one person as representative, proxy or attorney for that shareholder, the multiple proxies taken together should have at least the same number of votes on a show of hands as the member who appointed them would have if he were present at the meeting;
- (iv) where a person is entitled to vote in more than one capacity, that person is entitled only to one vote; and
(b) subject to Article 61(1)(c), on a poll:
- (i) every member who is present in person or by proxy (except the holder of the Plc Special Voting Share) shall have:
  - (A) one vote for each fully paid share of which he is the holder; and
  - (B) for each partly-paid share, such proportion (the “ Relevant Proportion ”) of the votes attached to a fully-paid share as would mean that the Relevant Proportion is the same as the proportion that the amount paid up or agreed to be considered as paid up on the total issue price of that share at the time the poll is taken bears to the total issue price of the share;
- (ii) and the holder of the Plc Special Voting Share shall have the Specified Number (as defined in Article 62) of votes.
(c) on a poll, votes may be given either personally or by proxy (unless the Board has approved other means (including electronic) for the casting and recording of votes by shareholders) and a person entitled to more than one vote need not use all that person’s votes or cast all the votes in the same way.
(2) The holders of the cumulative Preference Shares shall, by virtue of and in respect of their holdings of cumulative Preference Shares, have the right to receive notice of any general meeting of the Company and to attend, speak and vote at a general meeting of the Company only:
(a) if and when, at the date of the notice convening such meeting, the Preferential Dividend on such shares is six months or more in arrears; or

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(b) if a resolution is to be proposed abrogating, varying or modifying any of the rights or privileges of the holders of the cumulative Preference Shares or for the winding up of the Company, in which case they shall only be entitled to vote on such resolution.

62. Specified Number

(1) The holder of the Plc Special Voting Share shall be entitled to attend at any General Meeting and, subject to the provisions below, to cast on a poll the Specified Number (as set out below) of votes some of which may be cast for and others against any resolution in such numbers as the holder may determine.
(2) (Joint Electorate Actions) The Specified Number of votes in relation to a resolution of the Company on a Joint Electorate Action shall be the total number of votes validly cast on the poll on the equivalent resolution at the Parallel General Meeting of Limited (other than those cast in respect of Limited Excess Shares) multiplied by the Equalisation Fraction in effect at the time of such General Meeting rounded up to the nearest whole number.
(3) (Class Rights Actions) On any resolution to approve a Class Rights Action the Specified Number of votes shall be equal to 34 per cent. (in relation to an action to be approved by special resolution) and 67 per cent. (in relation to an action to be approved by ordinary resolution) in each case, of the aggregate number of votes attaching to all classes of issued shares in the Company which could be cast on such resolution (rounded up to the next whole number).
(4) (Procedural Resolutions) On any procedural resolution in relation to or affecting a resolution relating to a Joint Electorate Action put to a General Meeting at which a Joint Electorate Action is to be considered, the Specified Number of votes which may be cast shall be the greatest number of votes cast on any equivalent resolution on a Joint Electorate Action at the Parallel General Meeting of Limited or, if the General Meeting of Limited has not been held and such votes counted by the beginning of the relevant General Meeting, the greatest number of such votes as are authorised to be so cast upon proxies lodged with Limited by such time as the Chairman may determine, in each case, multiplied by the Equalisation Fraction in effect at the time of such General Meeting and rounded up to the nearest whole number.
(5) (Other decisions) The Specified Number of votes that may be cast on all other decisions shall be zero.

The Plc Special Voting Share shall not entitle its holder to vote on any show of hands.

63. Not used

64. Restriction on voting in particular circumstances

(1) Not used.
(2) If any member, or any other person appearing to be interested in shares held by such member, has been duly served with a notice under Section 793 of the Companies Act 2006 and is in default for a period of 14 days in supplying to the Company the information thereby required, then (unless the Directors otherwise determine) in respect of:
(a) the shares comprising the shareholding account in the Register which comprises or includes the shares in relation to which the default occurred (all or the relevant number as appropriate of such shares being the “ default shares ”, which expression shall include any further shares which are issued in respect of such shares); and

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(b) any other shares held by the member,

the member shall not (for so long as the default continues) nor shall any transferee to whom any of such shares are transferred other than pursuant to an approved transfer or pursuant to Article 64(3)(b) below be entitled to attend or vote either personally or by proxy at a shareholders’ meeting or to exercise any other right conferred by membership in relation to shareholders’ meetings.

(3) Where the default shares represent 0.25 per cent or more of the issued shares of the class in question, the Directors may in their absolute discretion by notice (a “ direction notice ”) to such member direct that:
(a) any dividend or part thereof or other money which would otherwise be payable in respect of the default shares shall be retained by the Company without any liability to pay interest thereon when such money is finally paid to the member and the member shall not be entitled to elect to receive shares in lieu of dividend; and/or
(b) no transfer of any of the shares held by such member shall be registered unless the transfer is an approved transfer, or:
- (i) the member is not himself in default as regards supplying the information required; and
- (ii) the transfer is of part only of the member’s holding and, when presented for registration, is accompanied by a certificate by the member in a form satisfactory to the Directors to the effect that after due and careful enquiry the member is satisfied that none of the shares the subject of the transfer are default shares,

provided that, in the case of shares in uncertificated form, the Directors may only exercise their discretion not to register a transfer if permitted to do so by the Uncertificated Securities Rules.

Any direction notice may treat shares of a member in certificated and uncertificated form as separate holdings and either apply only to the former or to the latter or make different provision for the former and the latter. Upon the giving of a direction notice its terms shall apply accordingly.

(4) The Company shall send to each other person appearing to be interested in the shares the subject of any direction notice a copy of the notice, but the failure or omission by the Company to do so shall not invalidate such notice.
(a) Save as herein provided any direction notice shall have effect in accordance with its terms for so long as the default in respect of which the direction notice was issued continues and shall cease to have effect thereafter upon the Directors so determining (such determination to be made within a period of one week of the default being duly remedied with written notice thereof being given forthwith to the member).
(b) Any direction notice shall cease to have effect in relation to any shares which are transferred by such member by means of an approved transfer or in accordance with Article 64(3)(b) above.
(5) For the purposes of this Article:
(a) a person shall be treated as appearing to be interested in any shares if the member holding such shares has been served with a notice under the said Section 793 and either (i) the member has named such person as being so interested or (ii) (after taking into account the response of the member to the said notice and any other relevant information) the Company knows or has reasonable cause to believe that the person in question is or may be interested in the shares; and

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(b) a transfer of shares is an approved transfer if:
- (i) it is a transfer of shares to an offeror by way or in pursuance of acceptance of a takeover offer (as defined in Section 974 of the Companies Act 2006); or
- (ii) the Directors are satisfied that the transfer is made pursuant to a bona fide sale of the whole of the beneficial ownership of the shares to a party unconnected with the member or with any person appearing to be interested in such shares including any such sale made through the London Stock Exchange or any other stock exchange outside the United Kingdom on which the Company’s shares are normally traded. For the purposes of this sub-paragraph any associate (as that term is defined in Section 435 of the Insolvency Act 1986) shall be included amongst the persons who are connected with the member or any person appearing to be interested in such shares.
(6) The provisions of this Article are in addition and without prejudice to the provisions of the Companies Acts. In particular, this Article is in addition to, and shall not in any way prejudice or affect, the statutory rights of the Company arising from any failure by any person to give any information required by a statutory notice within the time specified in it. For the purpose of this Article a statutory notice need not specify the relevant period, and may require any information to be given before the expiry of the period of 14 days following service of the statutory notice.

65. Not used

66. Voting by guardian

67. Validity and result of vote

(1) No objection shall be raised as to the admissibility of any vote except at the meeting or adjourned meeting at which the vote objected to is or may be given or tendered and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection shall be referred to the chairman of the meeting whose decision shall be final and conclusive.
(2) Unless a poll is taken, a declaration by the chairman of the meeting that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the minute book, shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded for or against such resolution.

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PROXIES AND CORPORATE REPRESENTATIVES

68. Proxies

(1) An instrument appointing a proxy shall be in writing in any usual or common form or in any other form which the Directors may approve and:
(a) in the case of an individual shall be signed by the appointor or his attorney; and
(b) in the case of a corporation shall be either given under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation.

The signature on such instrument need not be witnessed.

(2) The appointment of a proxy must:-
(i) in the case of an appointment made in hard copy form, be received at the office (or such other place in the United Kingdom as may be specified by the Company for the receipt of appointments of proxy in hard copy form) not less than 48 hours (or such shorter time as the Board may determine) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote together with (if required by the Board) any authority under which it is made or a copy of the authority, certified notarially or in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the Board;
(ii) in the case of an appointment made by electronic means, be received at the address specified by the Company for the receipt of appointments of proxy by electronic means not less than 48 hours (or such shorter time as the Board may determine) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote. Any authority pursuant to which such an appointment is made or a copy of the authority, certified notarially or in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the Board, must, if required by the Board, be received at such address or at the office (or such other place in the United Kingdom as may be specified by the Company for the receipt of such documents) not less than 48 hours (or such shorter time as the Board may determine) before the time appointed for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote;
(iii) in the case of a poll taken more than 48 hours after it was demanded, be received as aforesaid not less than 24 hours (or such shorter time as the Board may determine) before the time appointed for the taking of the poll;
(iv) in the case of a poll taken following the conclusion of a meeting or adjourned meeting but not more than 48 hours after it was demanded, be received as aforesaid before the end of the meeting at which it was demanded (or at such later time as the Board may determine),

and the appointment of a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned. The proceedings at a general meeting shall not be invalidated where an appointment of a proxy in respect of that meeting is sent in electronic form as provided in these articles, but because of a technical problem it cannot be read by the recipient.

(3) The Board may at its discretion determine that in calculating the periods mentioned in this article no account shall be taken of any part of a day that is not a working day.

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(4) Where the Company receives an instrument appointing a proxy within the time specified in Article 68(2) and the Company considers that the instrument has not been duly executed, the Company may in its discretion:
(a) return the instrument appointing the proxy to the appointing shareholder; and
(b) request that the shareholder duly execute the instrument and return it to the Company within the time specified for receipt of proxies in accordance with Article 68(2).

The instrument appointing a proxy will be valid if the duly executed instrument is returned to the Company within the time determined under Article 68(2).

(5) Where the Company receives an instrument appointing a proxy that is unclear or incomplete (other than in the circumstances contemplated in Article 68(4)):
(a) the Company may clarify with a shareholder any instruction on the instrument which is received by the Company by written or verbal communication and may, at its discretion, amend or complete the contents of the instrument to reflect any clarification in instruction;
(b) the shareholder is taken to have appointed the Company as its attorney for the purpose of making any insertion or amendment in accordance with this Article 68(5); and
(c) the instrument will be valid if received by the Company within the time prescribed by Article 68(2), notwithstanding that it was completed or amended under this Article 68(4) after that time.
(6) The instrument appointing a proxy shall, unless the contrary is stated thereon, be valid as well for any adjournment of the meeting as for the meeting to which it relates. An instrument of proxy relating to more than one meeting (including any adjournment thereof) having once been so delivered for the purposes of any meeting shall not require again to be delivered for the purposes of any subsequent meeting to which it relates.
(7) A proxy received from the holder of the Plc Special Voting Share will be valid if it is received before the closing of a poll to which it relates.

69. Validity, revocation

(1) The validity of any resolution is not affected by the failure of any proxy or attorney to vote in accordance with instructions (if any) of the appointing shareholder.
(2) A vote given in accordance with the terms of a proxy or power of attorney is valid despite the previous death or mental incapacity of the appointing shareholder, revocation of the proxy or power of attorney or transfer of the shares in respect of which the vote is given, unless notice in writing of the death, mental incapacity, revocation or transfer has been received at the Office at least 48 hours before the relevant meeting or adjourned meeting.
(3) A proxy is not rendered ineffective by reason only of the adjournment of the meeting in respect of which the proxy is appointed.
(4) A proxy is not revoked by the appointing shareholder attending and taking part in the meeting, unless the appointing shareholder votes at the meeting on the resolution for which the proxy is proposed to be used.

70. Not used

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71. Rights of proxy

A proxy appointed to attend and vote for a member has the same rights as the member:

(a) to speak at the meeting;
(b) to vote (but only to the extent allowed by the appointment); and
(c) to join in a demand for a poll.

72. Attorneys of shareholders

73. Not used

DIRECTORS

74. Number of Directors

75. Not used

76. Remuneration of non-executive Directors

As remuneration for services each non-executive Director (other than an alternate Director) is to be paid out of the funds of the Company a sum determined by the Board payable at the time and in the manner determined by the Board but the aggregate remuneration paid to all the non-executive Directors in any year together with remuneration paid to those non-executive directors by Limited for their services may not exceed A$3 million or such higher amount fixed by the Company in general meeting. The expression remuneration in this Article does not include any amount which may be paid by the Company under Articles 77, 78, 79 or 146 or by Limited under Rules 77, 78, 79 or 146 of its Constitution.

77. Remuneration of Directors for extra services

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78. Travelling and other expenses

Every Director is, in addition to any other remuneration provided for in these Articles, entitled to be paid from Company funds all reasonable travel, accommodation and other expenses incurred by the Director in attending meetings of the Company or of the Board or of any Committees or while engaged on the business of the Company.

79. Retirement benefits

The Directors shall have power to pay and agree to pay gratuities, pensions or other retirement, superannuation, death or disability benefits to (or to any person in respect of) any person who is or has been at any time a Director of the Company or in the employment or service of the Company or Limited or of any company which is or was a subsidiary of or associated with the Company or Limited. For the purpose of providing such gratuities, pensions or other benefits, the Company may contribute to any scheme or fund or pay such premiums as the Directors think fit.

80. Appointment and remuneration of executive Directors

(1) The Directors or any committee authorised by the Board may from time to time appoint any Director to be the holder of any executive office on such terms and for such period as they may determine and, without prejudice to any claim for damages for breach of any contract entered into in any particular case, may at any time revoke or vary the terms of any such appointment.
(2) Subject to the Statutes, a Director appointed to hold employment or executive office with the Company or Limited shall be appointed on such terms as to remuneration (whether by salary, commission, participation in profits or otherwise) as may be determined by the Board or any committee authorised by the Board.

81. Powers of Directors

The Board may entrust to and confer upon any Director any of the powers exercisable under these Articles by the Board as it thinks fit and upon such terms and conditions and with such restrictions as it thinks appropriate but the conferring of powers by the Board on a Director does not exclude the exercise of those powers by the Board, and the Board may from time to time revoke, withdraw, alter or vary all or any of such powers.

APPOINTMENT AND RETIREMENT OF DIRECTORS

82. Not used

83. Retirement by rotation

(1) At every annual general meeting, one-third of the Directors or, if their number is not a multiple of three, then the number nearest to but not less than one-third must retire from office.
(2) A Director who is required to retire under Article 83(1) retains office until the later of the end of the meeting at which the Director retires and the end of the Parallel General Meeting.
(3) Subject to Articles 82(4) and 88, the Directors to retire under Article 83(1) are those longest in office since last being elected. As between Directors who were elected on the same day the Directors to retire are (in default of agreement between them) determined by lot. The length of time a Director has been in office is calculated from the Director’s last election or appointment. A retiring Director is eligible for re-election.

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(4) Not used.
(5) Without prejudice to the foregoing, a Director must retire from office at the conclusion of the third annual general meeting after which the Director was elected or re-elected.

84. Not used

85. Re-election of retiring Director

(1) At the meeting at which a Director retires under any provision of these Articles, the Company may by ordinary resolution approved in accordance with Articles 59 to 60 fill the office being vacated by electing to that office the retiring Director or some other person eligible for election.
(2) Notwithstanding Article 83(3), if a retiring Director is re-elected in accordance with Article 85(1) the retiring Director will continue in office without a break.
(3) If:
(a) prior to the commencement of any general meeting the office of a Director has become vacant;
(b) that office remains vacant at the commencement of that general meeting; and
(c) that Director would have been taken into account in determining the number of Directors who are to retire by rotation under Article 83(1),

then the Company may by ordinary resolution approved in accordance with Articles 59 to 60 fill that office by electing as a Director any person eligible for election.

86. Not used

87. Nomination of Directors

(1) No person (other than a retiring Director) is eligible for election to the office of Director at any general meeting unless:
(a) a shareholder intending to nominate the person has given notice in writing signed by the shareholder; and
(b) the person nominated has given notice in writing signed by the person of his willingness to be elected as a Director of the Company and a Director of Limited and satisfies candidature for the office.
(2) To be valid, the notice required under Article 87(1) is to be delivered to the Office not less than 40 Business Days before the earlier of the date appointed for the meeting and the date appointed for the Parallel General Meeting of Limited unless the nominee has been recommended by the Board for election, in which case the notice is required to be delivered to the Office at least 28 days before the meeting.

In this Article 87(2), “ Business Day ” has the same meaning as in the ASX Listing Rules.

(3) The Directors shall nominate for election as a Director at a General Meeting of the Company any person duly nominated for election at the Parallel General Meeting of Limited.

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88. Election or appointment of additional Directors

The Company may by ordinary resolution approved in accordance with Articles 59 to 60 elect, and without prejudice thereto the Board shall have the power at any time to appoint, any person as a Director, either to fill a casual vacancy or as an addition to the Board but so that the number of Directors does not exceed the maximum number determined under Article 74. Any Director appointed under this Article:

(a) holds office only until the dissolution or adjournment of the next general meeting at which the Board proposes or these Articles require that an election be held;
(b) is eligible for election at that general meeting; and
(c) where the general meeting is an annual general meeting, is not to be taken into account in determining the number of Directors who are to retire by rotation at the meeting.

89. Vacation of office

(1) The office of a Director is vacated:
(a) not used;
(b) on the Director being absent from greater than two consecutive meetings of the Board without leave of absence from the Board;
(c) on the Director resigning office by notice in writing to the Company;
(d) not used;
(e) on the Director ceasing to be a director of Limited;
(f) on the Director being prohibited from being a Director by reason of the operation of Applicable Regulation;
(g) if the Director has been appointed for a fixed term—when the term expires;
(h) if, in England or elsewhere, an order is made by any court on the ground (however formulated) of mental disorder for the Director’s detention or for the appointment of a guardian of the Director or for the appointment of a receiver or other person (by whatever name called) to exercise powers with respect to the Director’s property or affairs; or
(i) if the Director shall have a bankruptcy order made against him or shall compound with his creditors generally or shall apply to the court for an interim order under Section 253 of the Insolvency Act 1986 in connection with a voluntary arrangement under that Act.
(2) The office of a Director who is an employee of any member of the Group is terminated on the Director ceasing to be employed within the Group but the person concerned is eligible for reappointment or re-election as a Director of the Company.

90. Removal of Directors

(1) Subject to Articles 59 to 60, the Company may, in accordance with and subject to the provisions of the Statutes, by ordinary resolution of which special notice has been given remove any Director from office. The Company may do so notwithstanding any provision of these Articles or of any agreement between the Company and such Director, but without prejudice to any claim he may have for damages for breach of any such agreement.

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(2) Subject to Articles 59 to 60, the Company may by ordinary resolution of which special notice has been given elect another person in place of a Director removed from office under Article 90(1), provided that such person’s election will not take effect unless and until such person is elected as a director of Limited. Any person so elected shall be treated for the purpose of determining the time at which he or any other Director is to retire by rotation as if he had become a Director on the day on which the Director in whose place he is elected was last elected a Director. In default of such election the vacancy arising upon the removal of a Director from office may be filled as a casual vacancy.

PROCEEDINGS OF DIRECTORS

91. Convening of meetings of Directors

(1) The Board may meet together, adjourn and otherwise regulate its meetings as it thinks fit.
(2) The Board may at any time and the Secretary, on the request of the Chairman or any two Directors, must convene a meeting of the Board. Notice of meeting of the Board may be given by mail (electronic or otherwise), personal delivery or facsimile transmission to the usual place of business or residence of the Director or to any other address given to the Secretary by the Director or by any technology agreed by all the Directors.

92. Quorum

93. Chairman

The Board may elect a Chairman and one or more Deputy Chairmen of its meetings and determine the period for which each is to hold office. If no Chairman or Deputy Chairman is elected or if at any meeting the Chairman and the Deputy Chairmen are not present at the time specified for holding the meeting, the Directors present may choose one of their number to be Chairman of the meeting.

94. Votes at meetings

95. Number of Directors below minimum

If the number of Directors is reduced below the minimum number fixed under these Articles, the continuing Directors may act for the purpose of increasing the number of Directors to that number or of calling a general meeting of the Company but for no other purpose.

96. Resolutions in writing/Meetings by technology

(1) A resolution in writing signed by all the Directors or a resolution in writing of which notice has been given to all Directors and which is signed by a majority of the Directors entitled to vote on the resolution (not being less than the number required for a quorum at a meeting of the Board) is a valid resolution of the Board. The resolution may consist of several documents in the same form each

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signed by one or more of the Directors. A facsimile transmission or other document produced by mechanical or electronic means under the name of a Director with the Director’s authority is considered to be a document in writing signed by the Director.

(2) The Board may meet either in person or by telephone, audio visual link or by using any other technology:
(a) which allows each Director who participates:
- (i) to hear each of the other participating Directors addressing the meeting; and
- (ii) if he so wishes, to address all of the other participating Directors simultaneously; and
(b) which has been consented to by all Directors.

A consent may be a standing one. A meeting conducted by telephone or other means of communication is deemed to be held at the place from where the Chairman of the meeting participates.

97. Validity of actions

DIRECTORS’ INTERESTS

98. Conflicts of interest requiring Board authorisation

(1) The Board may authorise, on the proposal of any Director (including the interested Director) any matter which might otherwise involve a Director breaching his duty under the Companies Acts to avoid conflicts of interest (“ Conflict ”). The relevant Director and any other Director with a similar interest shall not count towards the quorum nor vote on any resolution giving such authority.
(2) A Director seeking authorisation in respect of a Conflict shall declare to the Board the nature and extent of his interest in the Conflict as soon as is reasonably practicable. The Director shall provide the Board with such details of the relevant matter as are necessary for the Board to decide how to address the Conflict together with such additional information as may be requested by the Board.
(3) Where the Board gives authority in relation to a Conflict:
(a) the Board may (whether at the time of giving the authority or subsequently):
- (i) require that the relevant Director is excluded from the receipt of information, the participation in discussion and the making of decisions (whether at meetings of the Board or otherwise) related to the Conflict; and
- (ii) impose upon the relevant Director such other terms for the purpose of dealing with the Conflict as it may determine;
(b) the relevant Director will be obliged to conduct himself in accordance with any terms imposed by the Board in relation to the Conflict;

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(c) the terms of the authority shall be recorded in writing (but the authority shall be effective whether or not the terms are so recorded);
(d) the Board may revoke or vary such authority at any time but this will not affect anything done by the relevant Director prior to such revocation in accordance with the terms of such authority; and
(e) the Board may provide that where the relevant Director obtains (otherwise than through his position as a Director of the Company) information that is confidential to a third party, the Director will not be obliged to disclose that information to the Company, or to use or apply the information in relation to the Company’s affairs, where to do so would amount to a breach of that confidence.

99. Regulation of Directors’ interests

(1) The Board may, subject to the provisions of Article 98, make regulations regarding the disclosure and authorisation of interests that a Director, and any person deemed by the Directors to be related to or associated with the Director, may have in any matter concerning the Company or a related body corporate. Any regulations made under these Articles bind all Directors and are made with the full authority of this Article where authorisation by the Articles is required under the Companies Acts.
(2) No act, transaction, agreement, instrument, resolution or other thing is invalid or voidable only because a person fails to comply with any regulation made under this Article 98.
(3) For the purposes of Articles 98-101, an interest of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.
(4) A Director who has an interest in a matter that is being considered at a meeting of the Directors may, despite that interest, vote, be present and be counted in a quorum at the meeting except where prohibited by Article 98, or any regulations made pursuant to this Article 99 or any Applicable Regulation.

100. Permitted interests and actions

(1) Subject to Article 98 and the provisions of the Companies Acts, and provided that he has disclosed to the Directors the nature and extent of any interest of his, a Director notwithstanding his office:
(a) may be a party to, or otherwise interested in, any contract, transaction or arrangement with the Company or Limited or in which the Company or Limited is otherwise interested;
(b) may be a director or other officer of, or employed by, or a party to any contract, transaction or arrangement with, or otherwise interested in, any body corporate in which the Company or Limited is otherwise interested;
(c) may (or any firm of which he is a partner, employee or member may) act in a professional capacity for the Company or Limited (other than as auditor) and be remunerated therefor; and
(d) shall not, save as otherwise agreed by him or required by regulations made under Article 99, be accountable to the Company for any benefit which he derives from any such contract, transaction or arrangement or from any such office or employment or from any interest in any such body corporate or for such remuneration and no such contract, transaction or arrangement shall be liable to be avoided on the grounds of any such interest or benefit.

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(2) The Board may exercise the voting power conferred by the shares in any corporation held or owned by the Company as the Board thinks fit (including the exercise of the voting power in favour of any resolution appointing the Directors or any of them as directors of that company or voting or providing for the payment of remuneration to the directors of that company) and a Director of the Company may vote in favour of the exercise of those voting rights despite the fact that the Director is, or may be about to be appointed, a director of that other corporation and may be interested in the exercise of those voting rights.
(3) Any Director may lend money to the Company at interest with or without security or may, for a commission or profit, guarantee the repayment of any money borrowed by the Company and underwrite or guarantee the subscription of shares or securities of the Company or of any corporation in which the Company may be interested without being disqualified in respect of the office of Director and without being liable to account to the Company for the commission or profit.
(4) Despite having an interest in any contract or arrangement a Director may participate in the execution of any document evidencing or connected with the contract or arrangement, whether by signing, sealing or otherwise.
(5) A Director may participate in any issue by the Company of securities unless the Director is precluded from participating by Applicable Regulation.
(6) Nothing in this Article 100 relieves a Director from compliance with a requirement under Article 98 or any regulations made pursuant to Article 99.

COMMITTEES

101. Committees

The Board may delegate any of its powers or discretions (including without prejudice to the generality of the foregoing all powers and discretions whose exercise involves or may involve the payment of remuneration to or the conferring of any other benefit on all or any of the Directors) to committees consisting of Directors or any other person or persons as the Board thinks fit. In the exercise of the powers or discretions delegated, any committee formed or person or persons appointed to the committee must conform to any regulations that may be imposed by the Board. A committee or other delegate of the Board may be authorised to sub-delegate any of the powers or discretions for the time being vested in it.

102. Proceedings of Committee meetings

The meetings and proceedings of any committee are to be governed by the provisions of these Articles for regulating the meetings and proceedings of the Board so far as they are applicable and are not inconsistent with any regulations made by the Board under Article 101.

POWERS OF THE BOARD

103. General powers

The management and control of the business and affairs of the Company are vested in the Board, which (in addition to the powers and authorities conferred on them by these Articles) may exercise all powers and do everything which is within the power of the Company and not by these Articles, the Memorandum, or by law required to be exercised or done by the Company in general meeting.

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104. Powers and obligations in relation to the Sharing Agreement

(1) The Company having entered into the Sharing Agreement and the Deed Poll Guarantee, the Directors are authorised and directed, subject to Applicable Regulation, to carry into effect the provisions of the Sharing Agreement and the Deed Poll Guarantee and any further or other agreements or arrangements contemplated by such agreement and guarantee and nothing done by any Director in good faith pursuant to such authority and obligations shall constitute a breach of the fiduciary duties of such Director to the Company or to the members of the Company.
(2) Without limitation to the generality of the foregoing:
(a) the Directors may in addition to their duties to the Company have regard to the interests of Limited and both the holders of Plc Ordinary Shares and Limited Ordinary Shares as if the Company and Limited were managed as a single unified entity and for that purpose the Directors shall in exercising their powers take into account the interests of the holders of Limited Ordinary Shares;
(b) subject to the terms of the Sharing Agreement, the Directors are authorised to do all or any of the matters referred to in paragraph 4.1 of the Memorandum of Association.

105. Not used

106. Appointment of attorney

The Directors may from time to time and at any time by power of attorney or otherwise appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such appointment may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him.

107. Not used

108. Not used

109. Not used

110. Borrowing powers

Subject to the provisions of the Statutes, the Directors may exercise all the powers of the Company to borrow money, and to mortgage or charge its undertaking, property, assets (both present and future) and uncalled capital or any part or parts thereof and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

111. Not used

112. Not used

113. Not used

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AUTHENTICATION OF DOCUMENTS

114. Authentication of Documents

Any Director, Secretary, Assistant Secretary or Deputy Secretary or any person appointed by the Directors for the purpose shall have power to authenticate:

(a) any document affecting the constitution of the Company;
(b) any resolution passed at a shareholders’ meeting or at a meeting of the Directors or of any committee;
(c) any book, record, document or account relating to the business of the Company,

and to certify copies thereof or extracts therefore as true copies or extracts; and where any book, record, document or account is elsewhere than at the Office the local manager or other officer of the Company having the custody thereof shall be deemed to be a person appointed by the Directors as aforesaid. A document purporting to be a copy of any such resolution, or an extract from the minutes of any such meeting, which is certified as aforesaid shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that any minute so extracted is a true and accurate record of proceedings at a duly constituted meeting.

115. Not used

116. Not used

DIVIDENDS

117. Not used

118. Power of Board to pay dividends

(1) Subject to Articles 59 to 60, the Board may determine that a dividend (including an interim dividend on account of the next forthcoming dividend) is payable and fix the amount, time for payment and method of payment. Where permitted by the Statutes, the methods of payment may include the payment of cash, the issue of shares, the grant of options and the transfer of assets.
(2) Without limiting Article 8, where the terms of any new issue of shares provide for the new shares to have different dividend rights to other shares then in issue, the new shares have those different dividend rights.
(3) Provided the Directors act in good faith they shall not incur any liability to the holders of any shares for any loss they may suffer by the lawful payment, on any other class of shares having rights ranking after or pari passu with those shares, of any such fixed or interim dividend as aforesaid.

119. Distribution otherwise than in cash

(1) Subject to Articles 59 to 60, when determining to pay a dividend under Article 118, the Board may determine that payment of the dividend be effected wholly or in part by the distribution of specific assets or documents of title and in particular of paid up shares, debentures, debenture stock or grant of options or other securities of the Company or any other corporation or entity.

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(2) The Board may appoint any officer of the Company to sign on behalf of each shareholder entitled to participate in the dividend any document in the Board’s opinion desirable or necessary:
(a) to vest in the shareholder title to assets; and
(b) in the case of a distribution of shares in any corporation, to constitute the shareholder’s agreement to become a member of the corporation,

and, in executing the document, the officer acts as agent and attorney for the shareholder.

(3) Where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional certificates, may fix the value for distribution of such specific assets or any part thereof, may determine that cash shall be paid to any member upon the footing of the value so fixed in order to adjust the rights of members and may vest any assets in trustees.

120. Not used

121. Ranking of shares for dividend

(1) Any dividend or interim dividend is (subject to the rights of, or any restrictions on, the holders of shares created or raised under any special arrangement as to dividend) payable on each share on the basis of the proportion which the amount paid (or agreed to be considered to be paid) bears to the total issue price of the share. The dividend may be fixed at a rate per annum in respect of a specified period but no amount paid on a share in advance of calls is to be treated as paid on the share.
(2) The rights attached to the shares of the Company, as regards the participation in the profits available for distribution and resolved to be distributed, are as follows:
(a) the holders of the cumulative Preference Shares shall be entitled, in priority to any payment of dividend to the holders of any other class of shares, to be paid a fixed cumulative preferential dividend (“ Preferential Dividend ”) at a rate of 5.5 per cent per annum, such dividend to be paid annually in arrears on 31 July in each year or if any such date shall be a Saturday, Sunday or public holiday in England, on the first business day following such date in each year. Payments of Preferential Dividend shall be made to holders on the register at any date selected by the Directors up to 42 days prior to the relevant fixed dividend date;
(b) subject to the rights attaching to the cumulative Preference Shares, but in priority to any payment of dividends on all other classes of Shares, the holder of the Plc Special Voting Share shall be entitled to be paid a fixed dividend of US$0.01 per annum payable annually in arrears on 31 July;
(c) subject to the rights attaching to the cumulative Preference Shares and the Special Voting Share, but in priority to any payment of dividends on all other classes of Shares, the holder of the Equalisation Share shall be entitled to be paid such dividends as the Board may decide to pay thereon;
(d) any surplus remaining after payment of the distributions under paragraphs 121(2)(a) to (c) shall be payable to the holders of the Plc Ordinary Shares in equal amounts per Plc Ordinary Share.

122. Manner of payment of dividends

(1) Payment of any dividend may be made in any manner, by any means and in any currency determined by the Board.

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(2) Without limitation of Article 122(1), Directors may also determine the foreign currency equivalent of any sums payable as a dividend by reference to such market rate or rates or the mean of such market rates prevailing at such time or times or on such date or dates, in each case falling on or before the record date for the dividend, as the Directors may in their discretion select.
(3) Without affecting any other method of payment which the Board may adopt, payment of any dividend may be made to the shareholder entitled to the dividend or, in the case of joint holders, to the shareholder whose name appears first in the Register in respect of the joint holding.

123. Not used

124. Record date for dividends

Any resolution for the declaration or payment of a dividend on shares of any class, whether a resolution of the Company in general meeting or a resolution of the Board, may specify that the same shall be payable to the persons registered as the holders of such shares at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend shall be payable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares.

125. No interest on dividends

No dividend or other moneys payable on or in respect of a share shall bear interest as against the Company.

126. Retention of dividends

(1) The Directors may retain any dividend or other moneys payable on or in respect of a share on which the Company has a lien and may apply the same in or towards satisfaction of the moneys payable to the Company in respect of that share.
(2) The Directors may retain the dividends payable upon shares to which any person is entitled under Article 41 until that person becomes a member in respect of those shares or transfers those shares.

127. Unclaimed dividend

All unclaimed dividends, interest or other sums payable may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed. The payment by the Directors of any unclaimed dividend or other moneys payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof and any dividend unclaimed after a period of 12 years from the date on which such dividend was declared or became due for payment shall be forfeited and shall revert to the Company.

128. Waiver of dividend

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CAPITALISATION OF PROFITS AND RESERVES

129. Capitalisation of profits and reserves

(1) Subject to Articles 59 to 60, the Board may capitalise any sum standing to the credit of any of the Company’s reserve accounts (including any share premium account, capital redemption reserve or other undistributable reserve) or any sum standing to the credit of profit and loss account.
(2) Such capitalisation shall be effected by:
(a) appropriating such sum to shareholders on the Register at the close of business on the date of the resolution (or such other date as may be specified therein or determined as therein provided) in the same proportions in those holders would be entitled to receive such sum if distributed by way of dividend or in accordance with either the terms of issue of any shares or the terms of any employee share plan; and
(b) applying such sum, in the proportions specified above, on behalf of those holders either in paying up the amounts for the time being unpaid on any issued shares held by them, or in paying up in full unissued shares or other securities of the Company to be issued to them accordingly, or partly in one way and partly in the other.
(3) The Board may specify the manner in which any fractional entitlements and any difficulties relating to distribution are to be dealt with and, without limiting the generality of the foregoing, may specify that fractions are to be disregarded or that any fractional entitlements are to be increased to the next whole number or that payments in cash instead of fractional entitlements be made.
(4) The Board may make all necessary appropriations and applications of the amount to be capitalised under Article 129(1) and all necessary issues of fully paid shares or debentures.
(5) Where required, the Board may appoint a person to sign a contract on behalf of the shareholders entitled on a capitalisation to any shares or debentures, which provides for the issue to them, credited as fully paid, of any further shares or debentures or for the payment by the Company on their behalf of the amounts or any part of the amounts remaining unpaid on their existing shares by the application of their respective proportions of the sum resolved to be capitalised.

SCRIP DIVIDENDS

130. Scrip Dividends

(1) Subject to the provisions of Articles 59 and 60 and as hereinafter provided, the Directors may offer to ordinary shareholders the right to receive, in lieu of dividend (or part thereof), an allotment of new Plc Ordinary Shares credited as fully paid.
(2) The Directors shall not make such an offer unless so authorised by an ordinary resolution passed at any General Meeting, which authority may extend to dividends declared or paid prior to the fifth annual general meeting of the Company occurring thereafter, but no further. Provided that this Article shall, without the need for any further ordinary resolution, authorise the Directors to offer rights of election in respect of any dividend declared or proposed after the date of the adoption of these Articles and at or prior to the annual general meeting in the year 2005.
(3) The Directors may either offer such rights of election in respect of the next dividend (or part thereof) proposed to be paid; or may offer such rights of election in respect of that dividend and all subsequent dividends, until such time as the election is revoked; or may allow shareholders to make an election in either form.

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(4) The basis of allotment on each occasion shall be determined by the Directors so that, as nearly as may be considered convenient, the value of the Plc Ordinary Shares to be allotted in lieu of any amount of dividend shall equal such amount. For such purpose the value of a Plc Ordinary Share shall be equal to the average of the middle market quotation for a fully paid Plc Ordinary Share adjusted if necessary for the proposed dividend on the London Stock Exchange, as derived from the Official List, on each of the first five business days on which the Plc Ordinary Shares are quoted “ex” the relevant dividend or calculated in such other manner as may be determined by, and in accordance with an ordinary resolution.
(5) If the Directors determine to offer such right of election on any occasion they shall give notice in writing to the ordinary shareholders of such right and shall issue forms of election and shall specify the procedures to be followed in order to exercise such right provided that they need not give such notice to a shareholder who has previously made, and has not revoked, an earlier election to receive Plc Ordinary Shares in lieu of all future dividends, but instead shall send him a reminder that he has made such an election, indicating how that election may be revoked in time for the next dividend proposed to be paid. The accidental omission to give notice of any right of election to, or the non-receipt (even if the Company becomes aware of such non-receipt) of such notice by, any holder of ordinary shares entitled to the same shall neither invalidate any offer of an election nor give rise to any claim suit or action.
(6) On each occasion the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable on Plc Ordinary Shares in respect whereof the share election has been duly exercised and has not been revoked (the “ elected Plc Ordinary Shares ”), and in lieu thereof additional shares (but not any fraction of a share) shall be allotted to the holders of the elected Plc Ordinary Shares on the basis of allotment determined as aforesaid. For such purpose the Directors shall capitalise, out of such of the sums standing to the credit of reserves (including any share premium account or capital redemption reserve) or profit and loss account as the Directors may determine, a sum equal to the aggregate nominal amount of additional Plc Ordinary Shares to be allotted on that occasion on such basis and shall apply the same in paying up in full the appropriate number of unissued Plc Ordinary Shares for allotment and distribution to and amongst the holders of the elected Plc Ordinary Shares on such basis.
(7) The additional Plc Ordinary Shares so allotted on any occasion shall rank pari passu in all respects with the fully-paid Plc Ordinary Shares in issue on the record date for the relevant dividend save only as regards participation in the relevant dividend.
(8) Article 129 shall apply mutatis mutandis to any capitalisation made pursuant to this Article.
(9) No fraction of a Plc Ordinary Share shall be allotted. The Directors may make such provision as they think fit for any fractional entitlements including, without limitation, provision whereby, in whole or in part, the benefit thereof accrues to the Company and/or fractional entitlements are accrued and/or retained and in either case accumulated on behalf of any ordinary shareholder.
(10) The Directors may on any occasion determine that rights of election shall not be made available to any ordinary shareholders with registered addresses in any territory where in the absence of a registration statement or other special formalities the circulation of an offer of rights of election would or might be unlawful, and in such event the provisions aforesaid shall be read and construed subject to such determination.
(11) In relation to any particular proposed dividend the Directors may in their absolute discretion decide (i) that shareholders shall not be entitled to make any election in respect thereof and that any election

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previously made shall not extend to such dividend or (ii) at any time prior to the allotment of the Plc Ordinary Shares which would otherwise be allotted in lieu thereof, that all elections to take shares in lieu of such dividend shall be treated as not applying to that dividend, and if so the dividend shall be paid in cash as if no elections had been made in respect of it.

(12) The Directors shall not make a scrip dividend available unless the Company has sufficient unissued shares and undistributed profits or reserves to give effect to elections which could be made to receive that scrip dividend.

ACCOUNTS AND RECORDS

131. Accounts and records

(1) Accounting records sufficient to show and explain the Company’s transactions and otherwise complying with the Statutes shall be kept at the Office, or at such other place as the Directors think fit, and shall always be open to inspection by the Directors and other officers of the Company.
(2) Without limitation to paragraph (1) of this Article, where the Board considers it appropriate, the Company may:
(a) give a Director or former Director access to certain papers, including documents provided or available to the Board and other papers referred to in those documents; and
(b) bind itself in any contract with a Director or former Director to give the access.
(3) Subject to paragraphs (1) and (2) of this Article, no member of the Company or other person shall have any right of inspecting any account or book or document of the Company except as conferred by statute or ordered by a court of competent jurisdiction or authorised by the Directors.

132. Not used

133. Not used

134. Not used

NOTICES

135. Service of notices

(1) Any notice, document (including a share certificate) or other information may be served on or delivered to any member by the Company either personally or by sending it by post in a pre-paid cover addressed to such member at his registered address, or (if he has no registered address within the United Kingdom) to the address, if any, within the United Kingdom supplied by him to the Company as his address for the service of notices, or by delivering it to such address addressed as aforesaid. In the case of a member registered on a branch register any such notice, document or other information may be posted either in the United Kingdom or in the territory in which such branch register is maintained, or by any other means authorised in writing by the member.
(2) Where a notice, document or other information is served or sent by post, service or delivery shall be deemed to be effected at the expiration of 24 hours (or, where second-class mail is employed, 48 hours) after the time when the cover containing the same is posted and in proving such service or

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delivery it shall be sufficient to prove that such cover was properly addressed, stamped and posted. Any notice, document or other information not served, sent or supplied by post or left by the Company at a registered address or at an address (other than an address for the purposes of communications by electronic means) notified to the Company in accordance with these Articles by a person who is entitled by transmission to a share shall be deemed to have been received on the day it was so left.

(3) Any notice, document or other information may be served on or sent or supplied to any member by the Company, where appropriate by:
(i) sending or supplying it in electronic form to an address notified by the member to the Company for that purpose; or
(ii) making it available on a website and notifying the member of its availability in accordance with this Article 135,

in each case provided that the member has agreed, or may be deemed to have agreed in accordance with the Companies Acts, generally or specifically that the notice, document or other information may be sent or supplied in that form or manner (and has not revoked that agreement).

(4) Any notice, document or other information served, sent or supplied by the Company by means of a relevant system shall be deemed to have been received when the Company or any sponsoring systemparticipant acting on its behalf sends the issuer-instruction relating to the notice, document or other information.
(5) Any notice, document or other information served, sent or supplied by the Company using electronic means shall be deemed to have been received on the day on which it was sent notwithstanding that the Company subsequently sends a hard copy of such notice, document or information by post. Any notice, document or other information made available on a website shall be deemed to have been received on the day on which the notice, document or other information was first made available on the website or, if later, when a notice of availability is received or deemed to have been received pursuant to this Article. In proving that a notice, document or other information served, sent or supplied by electronic means was served, sent or supplied, it shall be sufficient to prove that it was properly addressed.
(6) The accidental failure to send, or the non-receipt by any person entitled to, any notice, document or other information relating to any meeting or other proceeding shall not invalidate the relevant meeting or other proceeding.
(7) Subject to the Statutes but notwithstanding anything else in these presents, a member or other person who would otherwise be entitled to receive any notice, document or other information, shall not be entitled to receive the relevant document if, on each of the three most recent occasions on which the relevant person shall have been sent any documents by the Company, the document shall have been returned undelivered to the Company unless, since the earliest of those three occasions, the relevant person shall have written to the Company at the Transfer Office either confirming the correctness of the relevant address shown in the Company’s records or supplying a new address to which, in accordance with these presents, the documents are to be sent to him.
(8) Any member may notify the Company of an address for the purpose of his receiving electronic communications from the Company, and having done so shall be deemed to have agreed to receive by electronic communication notices, documents and any other information from the Company. In

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addition, if a member notifies the Company of his e-mail address, the Company may satisfy its obligation to send him any notice, document or other information by:

(a) publishing such notice, document or other information on a website; and
(b) notifying him by e-mail to that e-mail address that such notice or document has been so published, specifying the address of the website on which it has been published, the place on the website where the notice may be accessed, how it may be accessed and (if the notice relates to a shareholders’ meeting) stating:
- (i) that the notice concerns a notice of a General Meeting served in accordance with the Companies Acts;
- (ii) the place, date and time of the meeting; and
- (iii) such other information as the Statutes may prescribe.
(9) Any amendment or revocation of a notification given to the Company under this Article shall only take effect if in writing, signed by the member and on actual receipt by the Company.
(10) An electronic communication shall not be treated as received by the Company if it is rejected by computer virus protection arrangements.
(11) If the Company receives actual notice that a failure of delivery of an electronic communications to a shareholder has occurred, and then receives actual notice that subsequent attempts to resend the original communication have also failed, the Company will send a hard copy of the communication by first class post to the shareholder’s last known postal address within 48 hours of the Company receiving the notice of the original failure of delivery.
(12) A document is treated as having been sent to a shareholder where the Company and the shareholder have agreed to the shareholder having access to documents on a website, the documents are subject to that agreement and the shareholder has been notified of the publication of the documents on a website, the address of that website and the place on the website where the documents may be accessed.
(13) A document is treated as having been sent to a shareholder not less than 21 days before the date of a meeting if the documents have been published on the website throughout the period commencing 21 days before the meeting and ending with the conclusion of the meeting and notification of that publication on the website has been sent to the shareholder not less than 21 days, beginning with the date of deemed receipt, before the date of the meeting.
(14) Proceedings at a meeting will not be invalidated if documents have not been published for the entire period stated in paragraph 135(13) and where failure to publish the documents throughout the entire period is attributable to circumstances which it would have been unreasonable to have expected the Company to avoid.
(15) A shareholder may give notice to the Company of the appointment of a proxy by electronic communication sent to such address as notified by the Company for that purpose.
(16) The Company may at any time and in its own discretion choose to serve, send or supply notices, documents or other information in hard copy form alone to some or all members.

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136. Notice to transferor binds transferee

137. Deceased and bankrupt members

A notice served in accordance with these Articles is (despite the fact that the shareholder is then dead, bankrupt or in liquidation and whether or not the Company has notice of the shareholder’s death, bankruptcy or liquidation) taken to have been properly served in respect of any registered shares, whether held solely or jointly with other persons by the shareholder, until another person is registered in the shareholder’s place as the holder or joint holder. The service is sufficient service of the notice or document on the shareholder’s personal representative, trustee in bankruptcy or liquidator and any person jointly interested with the shareholder in the shares.

138. Overseas members

A member who (having no registered address within the United Kingdom or the Republic of South Africa) has not supplied to the Company an address within the United Kingdom, Australia or the Republic of South Africa or an address for the purposes of communications by electronic means for the service of notices shall not be entitled to receive notices from the Company.

139. Suspension of postal services

If at any time by reason of the suspension or curtailment of postal services within the United Kingdom, or the Republic of South Africa the Company is unable effectively to convene a shareholders’ meeting by notices sent through the post, such meeting may be convened by a notice advertised on the same date in at least one national newspaper in the United Kingdom, and the Republic of South Africa and such notice shall be deemed to have been duly served on all members entitled thereto on the day when the advertisement appears. In any such case the Company shall send confirmatory copies of the notice by post if at least seven days prior to the meeting the posting of notices to addresses throughout the United Kingdom or the Republic of South Africa as the case may be again becomes practicable.

140. Not used

WINDING-UP OF LIMITED OR THE COMPANY

141. Liquidation of Limited

(1) Subject to Article 141(2):
(a) upon receipt of an Insolvency Notice from Limited, the Company shall seek to ensure that the economic returns made or otherwise available to a holder of an Ordinary Share in Limited relative to the economic returns available to a holder of an Ordinary Share in the Company (or vice versa) are in due proportion having regard to the Equalisation Ratio (“ Economic Equivalence ”) by taking the steps set out in paragraphs (b) or (c) below.
(b) the Company shall have the right at any time within 12 months from the Notice Date either:
- (i) irrevocably to offer to the holders of Limited Ordinary Shares on the Notice Date in consideration for their Limited Ordinary Shares such number of Plc Ordinary Shares

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pro rata to their holdings of Limited Ordinary Shares as is required to ensure that, after such issue, Economic Equivalence is achieved; or

  - (ii) to pay to holders of Limited Ordinary Shares on the Notice Date an amount equal to that proportion of the Company’s Market Capitalisation as at the Notice Date such that the amount paid and the balance remaining ensures that Economic Equivalence is achieved.

(c) unless the Company has exercised its rights under paragraph (b) above, then, subject to paragraph (d) below, the Company must:
- (i) within three months from the date the liquidator of Limited has finally established the identity of and amounts owed to the Proven Creditors (but in any event not earlier than the expiration of the period set out in paragraph (b) above), pay in full all Proven Creditors of Limited and all other costs and expenses of the liquidation (including those of the liquidator); and
- (ii) within one month thereafter pay to Limited an amount equal to that proportion of the Company’s total Market Capitalisation on the date all payments have been made pursuant to paragraph (c)(i) above such that the amount paid and the balance remaining ensures that Economic Equivalence is achieved.
(d) Payments under this Article 141(1) shall only be made by the Company to the extent that after making such payment there will remain available to the Company sufficient assets to pay all debts as and when they become due and payable.
(2) If both the Company and Limited have provided each other with an Insolvency Notice and if:
(a) the Company has surplus assets available for distribution to the holders of its Ordinary Shares after payment of all debts due; and
(b) the ratio of the surplus attributable to each Limited Ordinary Share to the surplus attributable to each Plc Ordinary Share would otherwise not equal the Equalisation Ratio, then (where possible) the Company shall as soon as possible pay to Limited an amount which results in that ratio equalling the Equalisation Ratio.
(3) In this Article 141:
(a) “ Economic Equivalence ” shall be determined before deduction of any amount in respect of Tax which may be deducted or withheld in respect of any payment to a holder of Ordinary Shares and disregarding any Tax payable by or on behalf of, or any Tax Benefit arising to, a holder of Ordinary Shares;
(b) “ Insolvency Notice ” has the meaning given to it in Clause 8.1(a) of the Sharing Agreement;
(c) “ Market Capitalisation ” means the total value of the Company’s issued Ordinary Shares (determined by reference to the trading price of those shares on the close of trading on the relevant day on the stock exchange on which it has its primary listing);
(d) “ Notice Date ” means the date the Company receives or is deemed to receive an Insolvency Notice from Limited under the Sharing Agreement;
(e) “ Proven Creditors ” means all persons that the liquidator of Limited has established as ranking in priority to the holders of Limited Ordinary Shares and who would be entitled to a payment as a result of the liquidation of Limited;

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(f) The surplus assets of a party available for distribution to holders of Ordinary Shares shall, for the purposes of Article 141(2), be calculated:
(i) before deduction of any amount in respect of Tax which may be deducted or withheld from the distribution by or on behalf of the Company; but
(ii) net of any Tax payable by the Company on the distribution to holders of Ordinary Shares excluding, for the avoidance of doubt, any Tax within (i) above; and
(g) Where the Company is to pay an amount to Limited, the calculation of the amount of the payment shall take account of any Tax payable on the making or receipt of, or any withholding or deduction in respect of Tax arising on, any payment, after allowing for any offsetting Tax Benefits.

142. Insolvency Notice

If, in the reasonable opinion of the Directors, the Company is, or is likely to become, insolvent (whether or not a receiver, receiver and manager, provisional liquidator or liquidator has been appointed or mortgagee has taken possession of the property of the Company) the Directors must immediately give an Insolvency Notice (as defined in Article 141(3)) to Limited of such fact.

143. Directors’ power to petition

The Directors shall have power in the name and on behalf of the Company to present a petition to the Court for the Company to be wound up.

144. Rights on winding-up

(1) Subject to Articles 141 and 144(3), if the Company shall be wound up (whether the liquidation is voluntary, under supervision, or by the Court) the Liquidator may, with the authority of a special resolution, divide among the members in specie or in kind the whole or any part of the assets of the Company and whether or not the assets shall consist of property of one kind or shall consist of properties of different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property and may determine how such division shall be carried out as between the members or different classes of members. The Liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of members as the Liquidator with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved.
(2) If any shares to be divided in accordance with Article 144(1) involve a liability to calls or otherwise, any person entitled under the division to any of the shares may by notice in writing within ten business days after the passing of the special resolution, direct the liquidator to sell the person’s proportion and pay the person the net proceeds and the liquidator is required, if practicable, to act accordingly.
(3) Subject to the payment of all amounts payable under Article 141, prior ranking amounts owed to the creditors of the Company and prior ranking statutory entitlements, the assets of the Company to be distributed on a winding-up shall be distributed to the holders of shares in the following order of priority:
(a) to the holders of the cumulative Preference Shares, the repayment of a sum equal to the nominal capital paid up or credited as paid up on the cumulative Preference Shares held by

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them and accrual (if any) of the Preferential Dividend whether such dividend has been earned or declared or not, calculated up to the date of commencement of the winding up; and

(b) to the holders of Plc Ordinary Shares and to the holders of the Plc Special Voting Share and the Equalisation Share, the payment out of the surplus (if any) remaining after the distribution under paragraph (a) above of an equal amount for each Plc Ordinary Share, the Plc Special Voting Share and the Equalisation Share (if issued) subject to a maximum in the case of the Plc Special Voting Share and the Equalisation Share of the nominal capital paid up on such shares.

DESTRUCTION OF DOCUMENTS

145. Destruction of Documents

Subject to compliance with the rules (as defined in the Uncertificated Securities Rules) applicable to shares of the Company in uncertificated form, the Company shall be entitled to destroy all instruments of transfer or other documents which have been registered or on the basis of which registration was made at any time after the expiration of six years from the date of registration thereof and all dividend mandates and notifications of change of address at any time after the expiration of two years from the date of recording thereof and all share certificates which have been cancelled at any time after the expiration of one year from the date of the cancellation thereof and it shall conclusively be presumed in favour of the Company that every entry in the Register purporting to have been made on the basis of an instrument of transfer or other document so destroyed was duly and properly made and every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and every share certificate so destroyed was a valid and effective certificate duly and properly cancelled and every other document hereinbefore mentioned so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company. Provided always that:

(a) the provisions aforesaid shall apply only to the destruction of a document in good faith and without notice of any claim (regardless of the parties thereto) to which the document might be relevant;
(b) nothing herein contained shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any other circumstances which would not attach to the Company in the absence of this Article;
(c) references herein to the destruction of any document include references to the disposal thereof in any manner.

INDEMNITY AND INSURANCE

146. Indemnity and insurance

(1) To the relevant extent:
(a) the Company is to indemnify each officer of the Company out of the assets of the Company against any liability incurred by the officer in or arising out of the conduct of the business of the Company or in or arising out of the discharge of the duties of the officer;
(b) where the Board considers it appropriate, the Company may execute a documentary indemnity in any form in favour of any officer of the Company; and

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(c) where the Board considers it appropriate, the Company may:
- (i) make payments of amounts by way of premium in respect of any contract effecting insurance on behalf or in respect of an officer of the Company against any liability incurred by the officer in or arising out of the conduct of the business of the Company or in or arising out of the discharge of the duties of the officer; and
- (ii) bind itself in any contract or deed with any officer of the Company to make the payments.
(2) In this Article:
(a) officer means a director, secretary or executive officer of the Company or a person who formerly held one of those positions.
(b) duties of the officer includes, in any particular case where the Board considers it appropriate, duties arising by reason of the appointment, nomination or secondment in any capacity of an officer by the Company or, where applicable, a subsidiary of the Company to any other corporation.
(c) to the relevant extent means :
- (i) to the extent the Company is not precluded by Applicable Regulation from doing so;
- (ii) to the extent and for the amount that the officer is not otherwise entitled to be indemnified and is not actually indemnified by another person (including, in particular, an insurer under any insurance policy); and
- (iii) where the liability is incurred in or arising out of the conduct of the business of another corporation or in the discharge of the duties of the officer in relation to another corporation, to the extent and for the amount that the officer is not entitled to be indemnified and is not actually indemnified out of the assets of that corporation.
(d) liability means all costs, charges, losses, damages, expenses, penalties and liabilities of any kind including, in particular, legal costs incurred in defending any proceedings (whether criminal, civil, administrative or judicial) or appearing before any court, tribunal, government authority or otherwise.

CHANGE OF CONTROL

147. Not used

148. Share Control Limits

(1) The Limits

(a) A person must not breach any of the following limits (the “ Limits ”):
(i) section 606(1) or 606(2) of the Corporations Act as each applies to Limited Ordinary Shares without regard to the Limited Special Voting Share; or
(ii) section 606(1) or 606(2) of the Corporations Act as each applies to Limited Ordinary Shares and the Limited Special Voting Share; or

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(iii) Rule 9 of the City Code on Takeovers and Mergers setting a 30 per cent. limit in relation to voting rights of Plc; or
(iv) the 30 per cent. limit in relation to Plc Ordinary Shares without regard to the Plc Special Voting Share set out in Article 148(4) (called the “ UK 30% Stand Alone Limit ”); or
(v) the 20 per cent. limit in relation to Plc Ordinary Shares and the Plc Special Voting Share referred to in Article 148(5),

(even if the acquisition is excepted under the provisions relating to the relevant Limit), except as a result of a Permitted Acquisition.

(b) Where any person breaches any such Limit (even if the acquisition is excepted under the provisions of the relevant Limit) except as a result of a Permitted Acquisition that person is in breach of these Articles.
(c) Where any person breaches any such Limit (even if the acquisition is excepted under the provisions of the relevant Limit), except as a result of a Permitted Acquisition:
(i) all voting rights attaching to Plc Ordinary Shares; and
(ii) all votes attaching to the Plc Special Voting Share,

(d) Any member determined by the Board to be holding Plc Ordinary Shares which carry Votes in Breach is a member in breach of these Articles. Any such determination by the Board shall be final and binding.

(2) Action by the Board

(a) The Board must do the following in order to enforce Article 148(1) where the Board has reason to believe that any Limit is or may be breached except as a result of a Permitted Acquisition:
(i) require any member to provide such information as the Board considers appropriate to determine any of the matters under this Article 148;
(ii) have regard to such public filings as it considers appropriate to determine any of the matters under this Article 148;
(iii) make any determinations required under this Article 148, either after calling for submissions from affected members or other persons or without calling for such submissions;
(iv) determine that the voting rights (or some voting rights):
- (A) attached to such number of Plc Ordinary Shares held by a person or persons whom the Board has resolved should not be capable of exercising their votes in accordance with this paragraph (iv) (called Excess Shares ); and/or

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(B) attached to the Special Voting Share (in relation to Joint Electorate Actions), being votes otherwise required to be cast by the holder of the Special Voting Share to mirror the votes cast by certain holders of Limited Ordinary Shares,

(v) determine that any Excess Shares must be sold but only to the extent necessary so that, as far as the Board can judge the matter, the person otherwise in breach of one or more of the Limits would not thereafter breach any of the relevant Limits except as a result of a Permitted Acquisition;
(vi) determine that any Excess Shares will not carry any right to any distributions from a particular time for a definite or indefinite period but only in respect of such number of shares as breaches any of the relevant Limits except as a result of a Permitted Acquisition;
(vii) take such other action for the purposes of enforcing this Article 148 in a timely and efficient manner including:
- (A) prescribing rules (not inconsistent with this Article 148);
- (B) setting deadlines for the provision of information;
- (C) drawing adverse inferences where information requested is not provided;
- (D) making determinations or interim determinations;
- (E) executing documents on behalf of a member;
- (F) paying costs and expenses out of proceeds of sale of Excess Shares; and
- (G) changing any decision or determination or rule previously made.
(b) No Director is liable for any such act or omission where the Director acts in good faith.

(3) Permitted Acquisitions

An acquisition is a Permitted Acquisition if the Board consents to the acquisition or if each of (a), (b) and (c) below is satisfied:

(a) the acquisition is under or pursuant to a procedure:
(i) which applies to both the Limited Ordinary Shares and the Plc Ordinary Shares; or
(ii) which is undertaken for both the Limited Ordinary Shares and the Plc Ordinary Shares at or about the same time; and
(b) each such procedure complies with all Applicable Regulation and provisions of the Constitutions; and
(c) the holders of Limited Ordinary Shares on the one hand and the holders of Plc Ordinary Shares on the other hand are afforded equivalent treatment in terms of:
(i) the consideration offered for their shares (having regard to the Equalisation Ratio);

Articles of Association incorporating the amendments approved by shareholders at the 2005, 2007 and 2008 Annual General Meetings

Articles of Association of BHP Billiton Plc

(ii) the information provided to them;
(iii) the time to consider the offer or procedure;
(iv) the conditions to which the procedure is subject; and
(v) the other terms of the procedure.

(4) UK 30% Stand Alone Limit

For the purposes of this Article 148, the “ UK 30% Stand-Alone Limit ” means that a person shall not acquire shares which taken together with shares held or acquired by persons determined by the Board to be acting in concert with him carry more than 30 per cent. of the voting rights attributable to Plc Ordinary Shares. For this purpose, “ acting in concert ” has the same meaning as in the City Code on Takeovers and Mergers.

(5) Section 606 Limit

The Limit referred to in Article 148(1)(a)(v) is the Limit imposed by section 606(1) or 606(2) of the Corporations Act.

(6) Mutual recognition

The Board may for the purposes of enforcing Article 148(1):

(a) make a determination that the holding by a person of shares in Limited contributes to a breach by a person of a Limit and may communicate that determination to Limited; or
(b) accept a determination by the Board of Limited that the holding by a person of shares in Plc contributes to a breach by a person of a relevant limit under the Limited Constitution;

and in the case of (b) above the Board must take any action under Article 148(2) as if the holder of the relevant Plc shares were in breach of these Articles.

(7) Validity

Any resolution or determination of, or decision or exercise of any discretion or power by, the Directors or any Director or by the chairman of any meeting acting in good faith under or pursuant to the provisions of this Article shall be final and conclusive; and anything done, by or on behalf of, or on the authority of, the Directors or any Director acting in good faith pursuant to the foregoing provisions of this Article shall be conclusive and binding on all persons concerned and shall not be open to challenge, whether as to its validity or otherwise on any ground whatsoever. The Directors shall not be required to give any reasons for any decision, determination or declaration taken or made in accordance with this Article.

Articles of Association incorporating the amendments approved by shareholders at the 2005, 2007 and 2008 Annual General Meetings

Exhibit 8.1

List of subsidiaries of BHP Billiton Limited and BHP Billiton Plc

No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46	Company Name 141 Union Company A & BP Co Pty Ltd Advalloy (Proprietary) Limited African Metals Limited Albion Downs Pty Limited Aluminium Consortium Venezuela B.V. Anglo Potash Limited Araguaia Participações Ltda Astra Explorations & Mining Company (Proprietary) Limited (In deregistration March 2007) Atlas Steels Company Limited Auvernier Limited (In liquidation 30 June 2004) Baniettor Mining (Proprietary) Limited BHP Billiton (BVI) Limited BHP Billiton (China) Pty Ltd BHP Billiton (Nouvelle-Caledonie) SAS BHP Billiton (Trinidad-2C) Limited BHP Billiton (Trinidad) Holdings Limited BHP Billiton (Trinidad-3A) Limited BHP Billiton (Trinidad-3B) Corp. BHP Billiton (UK) Limited BHP Billiton Agnew Mining Company Pty Ltd BHP Billiton Aluminium (RAA) Pty Ltd BHP Billiton Aluminium (Worsley) Pty Ltd BHP Billiton Aluminium Australia Pty Ltd BHP Billiton Aluminium Limited BHP Billiton Aluminium Projects (Pty) Ltd (In deregistration 24 June 09) BHP Billiton Aluminium Technologies Limited BHP Billiton Aluminium Vietnam Jersey Limited BHP Billiton Aluminium Vietnam UK Limited BHP Billiton Australia Investment 3 Pty Ltd BHP Billiton Australia UK Finance Limited BHP Billiton Boliviana de Petroleo Inc. BHP Billiton Brasil Investimentos Ltda. BHP Billiton Brasil Ltda BHP Billiton Canadian Finance Inc. BHP Billiton Capital Inc. BHP Billiton CBM Investments Pty Ltd BHP Billiton Chile Inversiones Limitada BHP Billiton China Limited BHP Billiton China Logistics Pty Ltd BHP Billiton Community Limited BHP Billiton Company B.V. BHP Billiton Diamonds (Belgium) N.V. BHP Billiton Diamonds (Eurasia) LLC BHP Billiton Diamonds Australia Pty Ltd BHP Billiton Diamonds Holdings Limited	Country
		United States Australia South Africa South Africa Australia Netherlands Canada Brazil Botswana Canada United Kingdom South Africa Virgin Islands, British Australia New Caledonia Canada Saint Lucia Trinidad and Tobago Canada United Kingdom Australia Australia Australia Australia United Kingdom South Africa Jersey Jersey United Kingdom Australia Virgin Islands, British United States Brazil Brazil Canada United States Australia Chile Hong Kong Australia Australia Netherlands Belgium Russia Australia Virgin Islands, British

No. 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96	Company Name BHP Billiton Diamonds Inc. BHP Billiton Direct Reduced Iron Pty Limited BHP Billiton Employee Plan Pty Ltd BHP Billiton Energy Coal (UK) Limited BHP Billiton Energy Coal Australia Pty Ltd BHP Billiton Energy Coal Chile Limited BHP Billiton Energy Coal Inc. BHP Billiton Energy Coal South Africa Limited BHP Billiton Eurasia B.V. BHP Billiton Executive Services Company Pty Limited BHP Billiton Finance (USA) B.V. BHP Billiton Finance (USA) Limited BHP Billiton Finance Australia Limited BHP Billiton Finance B.V. BHP Billiton Finance Limited BHP Billiton Finance Plc BHP Billiton Finance South Africa Limited BHP Billiton Foreign Holdings Inc. BHP Billiton Global Aluminium Technology (Proprietary) Limited (In deregistration 24 June 09) BHP Billiton Great Boulder Mines Pty Ltd BHP Billiton Group (BVI) Limited BHP Billiton Group Limited BHP Billiton Group Operations Pty Ltd BHP Billiton Holdings B.V. BHP Billiton Holdings Limited BHP Billiton Innovation Pty Ltd BHP Billiton International Development Limited BHP Billiton International Metals B.V. BHP Billiton International Services Limited BHP Billiton International Trading (Shanghai) Co., Ltd. BHP Billiton Investment Holdings Limited BHP Billiton Iron Ore Pty Limited BHP Billiton Japan Limited BHP Billiton Jersey Limited BHP Billiton Korea Co., Ltd. BHP Billiton LNG International Inc. BHP Billiton Lonsdale Investments Pty Ltd BHP Billiton Marine & General Insurances Pty Ltd BHP Billiton Marketing AG BHP Billiton Marketing Asia Pte Ltd. BHP Billiton Marketing B.V. BHP Billiton Marketing Inc. BHP Billiton Marketing Investments ApS BHP Billiton Marketing Investments Limited BHP Billiton Marketing Services India Pvt Ltd BHP Billiton Marylebone B.V. BHP Billiton Metais SA BHP Billiton Metall GmbH (In liquidation 1 February 2007) BHP Billiton Minerals Pty Ltd BHP Billiton Named Corporation	Country
		Canada Australia Australia United Kingdom Australia United Kingdom United States South Africa Netherlands Australia Netherlands Australia Virgin Islands, British Netherlands Australia United Kingdom Virgin Islands, British United States South Africa Australia Virgin Islands, British United Kingdom Australia Netherlands United Kingdom Australia United Kingdom Netherlands United Kingdom China United Kingdom Australia Japan Jersey Korea, Republic of United States Australia Australia Switzerland Singapore Netherlands United States Denmark United Kingdom India Netherlands Brazil Germany Australia Canada

No. 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 126 127 128 129 130 131 132 133 134 135 136 137 138 139 140 141 142 143 144 145 146 147	Company Name BHP Billiton Nickel Nouvelle Caledonie SAS BHP Billiton Nickel Operations Pty Ltd BHP Billiton Nickel West Pty Ltd BHP Billiton Olympic Dam Copper Pty Ltd BHP Billiton Olympic Dam Corporation Pty Ltd BHP Billiton Olympic Dam Gold Pty Ltd BHP Billiton Olympic Dam Marketing Pty Ltd BHP Billiton Olympic Dam Operations Pty Ltd BHP Billiton Olympic Dam Uranium Pty Ltd BHP Billiton Overseas Holdings Limited (In liquidation 30 June 2004) BHP Billiton Paddington Limited BHP Billiton Petroleum (Americas) Inc. BHP Billiton Petroleum (Australia) Pty Ltd BHP Billiton Petroleum (Bass Strait) Pty Ltd BHP Billiton Petroleum (China) Corp. BHP Billiton Petroleum (Colombia) Corporation BHP Billiton Petroleum (Deepwater) Inc. BHP Billiton Petroleum (Denmark) ApS BHP Billiton Petroleum (Falkland) Corporation BHP Billiton Petroleum (GOM) Inc. BHP Billiton Petroleum (India) Corporation BHP Billiton Petroleum (International Exploration) Pty Ltd BHP Billiton Petroleum (Laurentian) Corporation BHP Billiton Petroleum (Netherlands) B.V. BHP Billiton Petroleum (New Ventures) Corporation BHP Billiton Petroleum (North West Shelf) Pty Ltd BHP Billiton Petroleum (Philippines) Corporation BHP Billiton Petroleum (Pilbara LNG) Pty Ltd BHP Billiton Petroleum (Pipelines Investments) Pty Ltd BHP Billiton Petroleum (Sabah) Corporation BHP Billiton Petroleum (South Africa) LLC BHP Billiton Petroleum (Victoria) Pty Ltd BHP Billiton Petroleum (Vietnam) Corporation BHP Billiton Petroleum Great Britain Limited BHP Billiton Petroleum Holdings (USA) Inc. BHP Billiton Petroleum Holdings LLC BHP Billiton Petroleum International Pty Ltd BHP Billiton Petroleum Investments (Great Britain) Pty Ltd BHP Billiton Petroleum Limited BHP Billiton Petroleum Pty Ltd BHP Billiton Petroleum Trading and Marketing Inc. BHP Billiton Petroleum Trading and Marketing Pty Ltd BHP Billiton PNG Services Limited BHP Billiton Properties (Proprietary) Limited BHP Billiton Raw Materials Limited BHP Billiton Resources (China) Pty Ltd BHP Billiton Resources Exploration Pty Ltd BHP Billiton Resources International (RSA) Pty Ltd BHP Billiton Resources Marketing Pty Ltd BHP Billiton SA Holdings Limited BHP Billiton SA Investments Limited	Country
		New Caledonia Australia Australia Australia Australia Australia Australia Australia Australia United Kingdom United Kingdom United States Australia Australia Canada Canada United States Denmark Canada United States Canada Australia Canada Netherlands Canada Australia Canada Australia Australia Canada Saint Kitts and Nevis Australia Canada United Kingdom United States United States Australia Australia United Kingdom Australia United States Australia Papua New Guinea South Africa South Africa Australia Australia Australia Australia South Africa United Kingdom

No. 148 149 150 151 152 153 154 155 156 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 176 177 178 179 180 181 182 183 184 185 186 187 188 189 190 191 192 193 194 195 196 197 198	Company Name BHP Billiton SA Limited BHP Billiton Services Jersey Limited BHP Billiton Shared Business Services Pty Ltd BHP Billiton Shared Services Malaysia Sdn. Bhd. BHP Billiton South Africa (Jersey) Limited BHP Billiton South Africa Holdings B.V. BHP Billiton SSM Development Pty Ltd BHP Billiton SSM Hallmark Inc BHP Billiton SSM Indonesia Holdings Pty Ltd BHP Billiton SSM Indonesia Pte Ltd BHP Billiton SSM International Pty Ltd BHP Billiton SSM Technology Pty Limited BHP Billiton Sustainable Communities BHP Billiton Taiwan Limited BHP Billiton UK Holdings Limited BHP Billiton UK Investments Limited BHP Billiton WAIO Pty Ltd BHP Billiton Wesminco Oil Pty Ltd BHP Billiton Western Mining Holdings Pty Ltd BHP Billiton Western Mining Innovation Pty Ltd BHP Billiton Western Mining Resources International Pty Ltd BHP Billiton Westmin Talc Pty Ltd BHP Billiton World Exploration Inc. BHP Billiton Worsley Alumina Pty Ltd BHP Billiton Yakabindie Nickel Pty Ltd BHP Billiton Yeelirrie Development Company Pty Ltd BHP Billiton Yeelirrie Management Services Pty Ltd BHP Canadian Diamonds Company BHP Capital No. 20 Pty Limited BHP Chile Inc. BHP Coal Holdings Pty Limited BHP Coal Pty Ltd BHP Copper Inc. BHP Development Finance Pty Ltd BHP Escondida Inc. BHP Finance (International) Inc. BHP Finance (Investments) USA Inc. BHP Finance Investments (I) Pty Ltd (In liquidation 30 June 2004) BHP Financial Services (UK) Limited BHP Group Resources Pty Limited BHP Hawaii Inc. BHP Holdings (International) Inc. BHP Holdings (Resources) Inc. BHP Holdings (USA) Inc. BHP Holdings International (Investments) Inc. BHP Internacional Participacoes Ltda BHP International Finance Corp. BHP Iron Ore (Jimblebar) Pty Ltd BHP Khanij Anveshana Pvt Limited BHP Mineral Resources Inc. BHP Minerals Asia Inc.	Country
		South Africa Jersey Australia Malaysia Jersey Netherlands Australia Philippines Australia Singapore Australia Australia United Kingdom Taiwan, Province of China Virgin Islands, British Virgin Islands, British Australia Australia Australia Australia Australia Australia Canada Australia Australia Australia Australia Canada Australia United States Australia Australia United States Australia United States United States United States Australia Guernsey Australia United States United States United States United States United States Brazil United States Australia India United States United States

No. 199 200 201 202 203 204 205 206 207 208 209 210 211 212 213 214 215 216 217 218 219 220 221 222 223 224 225 226 227 228 229 230 231 232 233 234 235 236 237 238 239 240 241 242 243 244 245 246 247 248 249	Company Name BHP Minerals Asia Pacific Pty Ltd BHP Minerals Europe Limited BHP Minerals Exploration Inc. BHP Minerals Ghana Inc. BHP Minerals Holdings Proprietary Limited BHP Minerals India Pvt Limited BHP Minerals International Exploration Inc. BHP Minerals International LLC BHP Minerals Pacific Inc. BHP Minerals Service Company BHP Mitsui Coal Pty. Ltd. BHP Navajo Coal Company BHP Nominees Investments No 3 Pty Ltd (In liquidation 30 June 2003) BHP Peru Holdings Inc. BHP Petroleum (Argentina) S.A. BHP Petroleum (Ashmore Operations) Pty Ltd BHP Petroleum (Cambodia) Pty Ltd BHP Petroleum (Pakistan) Pty Ltd BHP Petroleum (Tankers) Limited BHP Petroleum (U.K.) Corporation BHP Petroleum North Sea Limited (In liquidation 4 July 2007) BHP Queensland Coal Investments Pty Limited BHP Queensland Coal Limited BHP Resources Inc. BHP Titanium Minerals Pty Ltd BHP Venezuela DRI Limited (In liquidation) BHP Venezuela Inc. BHPB Freight Pty Ltd Billiton (RA) B.V. Billiton Aluminium SA Limited Billiton Argentina B.V. Billiton Australia Finance Pty Ltd Billiton Australia Holdings B.V. Billiton Chile B.V. Billiton Coal Australia Holdings B.V. Billiton Coal SA Limited Billiton Development (Zambia) Limited Billiton Development B.V. Billiton E & D 3 B.V. Billiton Executive Pension Scheme Trustee Limited Billiton Exploration and Mining Indonesia B.V. Billiton Exploration Australia Pty Limited Billiton Guinea B.V. Billiton Indonesia Holdings B.V. Billiton Intellectual Property B.V. Billiton Investment 1 B.V. Billiton Investment 12 B.V. Billiton Investment 13 B.V. Billiton Investment 15 B.V. Billiton Investment 2 B.V. Billiton Investment 3 B.V.	Country
		Australia United Kingdom United States United States Australia India United States United States United States United States Australia United States Australia United States Argentina Australia Australia Australia Bermuda United States United Kingdom Australia United States United States Australia United Kingdom United States Australia Netherlands South Africa Netherlands Australia Netherlands Netherlands Netherlands South Africa Zambia Netherlands Netherlands United Kingdom Netherlands Australia Netherlands Netherlands Netherlands Netherlands Netherlands Netherlands Netherlands Netherlands Netherlands

No. 250 251 252 253 254 255 256 257 258 259 260 261 262 263 264 265 266 267 268 269 270 271 272 273 274 275 276 277 278 279 280 281 282 283 284 285 286 287 288 289 290 291 292 293 294 295 296 297 298 299 300	Company Name Billiton Investment 7 B.V. Billiton Investment 8 B.V. Billiton Investment 9 B.V. Billiton Investments Ireland Limited Billiton Manganese Australia Pty Ltd Billiton Manganese Holdings B.V. Billiton Marketing France SARL Billiton Marketing Holding B.V. Billiton Marketing Investments B.V. Billiton Nickel (Ravensthorpe) Pty Limited Billiton Nickel Holdings B.V. Billiton Suriname Holdings B.V. Broadmeadow Mine Services Pty Limited Broken Hill Proprietary (USA) Inc. Broken Hill Proprietary Billiton Mongolia LLC Bulkers Limited Carson Hill Gold Mining Corporation Cerro Matoso Holdings (BVI) Limited Cerro Matoso SA Chaco Valley Energy LLC Coal Mines Australia Pty Ltd Compania Minera Cerro Colorado Limitada Conicol BVI Limited Consolidated Nominees (Proprietary) Limited Consórcio Santos Luz de Imóveis Ltda Corridor Sands Limitada County Shipping Company Limited D & H Coal Limited Dampier Coal (Queensland) Pty Limited Danjan (Proprietary) Limited Dendrobium Coal Pty Ltd Dia Met Minerals (Africa) Limited Donkerpoort Iron Limited Douglas Colliery Limited Douglas Colliery Services Limited Electrolytic Metal Corporation (Proprietary) Limited Emaswati Holding Company (Pty) Limited Empresa de Mineracao Jacui Ltda Empresa de Mineracao Seara Ltda. Endeavour Coal Pty Ltd Ermelo Mines Services (Proprietary) Limited Esidulini (Proprietary) Limited Federale Prospekteerders Beperk Gard Australia Pty Ltd Gard Holdings Limited Gengro Limited Global BHP Copper Ltd. Groote Eylandt Mining Company Pty Ltd Haematite Pty Limited (In liquidation 12 December 2008) Hamilton Brothers Corporation Hamilton Brothers Exploration Company	Country
		Netherlands Netherlands Netherlands Ireland Australia Netherlands France Netherlands Netherlands Australia Netherlands Netherlands Australia United States Mongolia Liberia United States Virgin Islands, British Colombia United States Australia Chile Virgin Islands, British South Africa Brazil Mozambique Hong Kong South Africa Australia South Africa Australia Cayman Islands South Africa South Africa South Africa South Africa Swaziland Brazil Brazil Australia South Africa South Africa South Africa Australia Virgin Islands, British South Africa Cayman Islands Australia Australia United States United States

No. 301 302 303 304 305 306 307 308 309 310 311 312 313 314 315 316 317 318 319 320 321 322 323 324 325 326 327 328 329 330 331 332 333 334 335 336 337 338 339 340 341 342 343 344 345 346 347 348 349 350	Company Name Hamilton Brothers Oil and Gas Corporation (Liquidated but not Dissolved) Hamilton Brothers Petroleum Corporation Hamilton Oil Company Inc. Hard Carbon Limited Hay Point Services Pty Limited Hillside Aluminium Limited Honeybourne Investments Pty Ltd Hotazel Manganese Mines (Proprietary) Limited Hunter Valley Energy Coal Pty Ltd Illawarra Coal Holdings Pty Ltd Illawarra Services Pty Ltd Ingwe Housing Association Ingwe Surface Holdings Limited IPS USA, Inc. Jenipapo Recursos Naturais S.A. Kangwane Anthracite (Proprietary) Limited Keliney Closed Joint Stock Company Kendilo Coal LLC Main Street 58 (Proprietary) Limited Manganese Metal Company (Proprietary) Limited Manhattan Syndicate Limited Manitoba Potash Corporation Marcona International, S.A. McAlpine S.A. Limited Middelburg Mine Services (Proprietary) Limited Middelplaats Manganese Limited Mine and Smelter Investments (Proprietary) Limited Minera BHP Billiton, S.A. de C.V. Minera Escondida Ltda Minera Spence SA Mineracao Wesminas Ltda (in liquidation) Minsaco Investments Pty Ltd Mosbay Management Company (Pty) Limited (In deregistration 19 June 2009) Mt Arthur Coal Pty Limited Mt Arthur Underground Pty Ltd Natural Diamond Company Limited Newcoal Generacion S.A. Noumea Entreprises S.A. Oy Alwima Limited P & DP Co Pty Ltd P R I Eastern Limited Pering Mine Services Holdings (Proprietary) Limited Pienaarsrivier Mynboumaatskappy Beperk Pilbara Gas Pty Limited Prairie Potash Corporation PT BHP Billiton Indonesia PT BHP Billiton Services Indonesia PT Billiton Indonesia PT Juloi Coal PT Kalteng Coal	Country
		United States United States United States Jersey Australia South Africa Australia South Africa Australia Australia Australia South Africa South Africa United States Brazil South Africa Russia United States South Africa South Africa South Africa Canada Panama South Africa South Africa South Africa South Africa Mexico Chile Chile Brazil Australia South Africa Australia Australia Jersey Chile New Caledonia Finland Australia Cook Islands South Africa South Africa Australia Canada Indonesia Indonesia Indonesia Indonesia Indonesia

No. 351 352 353 354 355 356 357 358 359 360 361 362 363 364 365 366 367 368 369 370 371 372 373 374 375 376 377 378 379 380 381 382 383 384 385 386 387 388 389 390 391 392 393 394 395 396 397 398 399 400 401	Company Name PT Kendilo Coal Indonesia PT Lahai Coal PT Maruwai Coal PT Pari Coal PT Ratah Coal PT Sumber Barito Coal QNI International Pty Ltd QNI Nickel (WA) Pty Limited QNI Philippines Inc QNI Superannuation Nominees Pty Ltd (In liquidation 12 June 2007) QNI Western Australia Pty Ltd RAL Cayman Inc. Ravensthorpe Nickel Operations Pty Limited Richards Bay Mining (Proprietary) Limited Richards Bay Mining Holdings (Proprietary) Limited Richbay Mine Holdings (Proprietary) Limited Richbay Smelter Holdings (Proprietary) Limited Rietspruit Mine Services (Pty) Limited Rio Algom Exploration Inc. Rio Algom Investments (Chile) Inc Rio Algom Ireland Limited (in liquidation) Rio Algom Limited Rio Algom Mining LLC Rio Algom Namibia (Proprietary) Limited Riocerro Inc Riochile Inc Roedtan Mining Company Limited Samancor AG Samancor Gabon SA Samancor Holdings (Proprietary) Limited Samancor Manganese (Proprietary) Limited San Felipe Mining Limited San Juan Coal Company San Juan Transportation Company San Manuel Arizona Railroad Company Savage & Lovemore Mining (Proprietary) Limited Settlers Mynboumaatskappy Beperk Sociedade Geral de Mineracao de Mocambique S.A.R.L. Southeastern Petroleum Sales Corporation Stein Insurance Company Limited Tasmanian Electro Metallurgical Company Pty Ltd Terra Nominees (Proprietary) Limited The Broken Hill Proprietary Company Pty Ltd The Norwegian Oil Corporation (DNO-U.S.) The World Marine & General Insurance Plc Tonmet AG Transkei Granite Holdings (Proprietary) Limited Transvaal and Delagoa Bay Investment Company Limited UMAL Consolidated Pty Limited Venezuela Aluminium Holding B.V. Westchester Insurance Company (Proprietary) Limited	Country
		Indonesia Indonesia Indonesia Indonesia Indonesia Indonesia Australia Australia Philippines Australia Australia Cayman Islands Australia South Africa South Africa South Africa South Africa South Africa Canada Canada Ireland Canada United States Namibia Cayman Islands Cayman Islands South Africa Switzerland Gabon South Africa South Africa Virgin Islands, British United States United States United States South Africa South Africa Mozambique United States Guernsey Australia South Africa Australia United States United Kingdom Switzerland South Africa South Africa Australia Netherlands South Africa

No. 402 403 404 405 406 407 408 409 410 411 412 413 414 415 416 417 418 419 420	Company Name Western Complex Coal (Pty) Ltd Western Hog Ranch Company Western Venture, Inc. Westmin Talc (U.K.) (In liquidation 30 October 2008) Westminer Insurance Pte Ltd WMC (Argentina) Inc. WMC (Liberia) Limited WMC (Mineral Sands) Limited WMC (Peru) Inc. WMC Corporate Services Inc. WMC Exploration Inc. WMC Finance (USA) Limited WMC Finance Limited WMC Mineracao Ltda. WMC Pty Ltd WMC Resources (Namibia) (Proprietary) Limited WMC Resources Marketing (UK) Limited (In liquidation 22 May 2006) WMC Resources Marketing Limited WMC Securities Pty Ltd	Country
		South Africa United States United States United Kingdom Singapore United States Hong Kong Jersey United States United States United States Australia Australia Brazil Australia Namibia United Kingdom Canada Australia

Exhibit 12.1

CEO Certification

I, Marius Kloppers, certify that:

I have reviewed this annual report on Form 20-F of BHP Billiton Plc and BHP Billiton Limited;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the companies as of, and for, the periods presented in this report;
The companies’ other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the companies and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the companies, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the companies’ disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the companies’ internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the companies’ internal control over financial reporting; and
The companies’ other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the companies’ auditors and the audit committee of the companies’ board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the companies’ ability to record, process, summarise and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the companies’ internal control over financial reporting.

/s/ Marius Kloppers Name: Marius Kloppers Title: Chief Executive Officer Date: 14 September 2009

Exhibit 12.2

CFO Certification

I, Alex Vanselow, certify that:

I have reviewed this annual report on Form 20-F of BHP Billiton Plc and BHP Billiton Limited;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the companies as of, and for, the periods presented in this report;
The companies’ other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the companies and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the companies, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the companies’ disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the companies’ internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the companies’ internal control over financial reporting; and
The companies’ other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the companies’ auditors and the audit committee of the companies’ board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the companies’ ability to record, process, summarise and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the companies’ internal control over financial reporting.

/s/ Alex Vanselow

Name: Alex Vanselow Title: Chief Financial Officer Date: 14 September 2009

Exhibit 13.1

CEO and CFO Certification

In connection with the Annual Report on Form 20-F of BHP Billiton Plc and BHP Billiton Limited, (the “Companies”) for the annual period ended 30 June 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Marius Kloppers, as Chief Executive Officer of the Companies, and Alex Vanselow, as Chief Financial Officer of the Companies, each hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Companies.

/s/ Marius Kloppers Name: Marius Kloppers Title: Chief Executive Officer Date: 14 September 2009

/s/ Alex Vanselow

Name: Alex Vanselow Title: Chief Financial Officer Date: 14 September 2009

Exhibit 15.1

Consent of Independent Registered Public Accounting Firms

The Board of Directors

BHP Billiton Limited and BHP Billiton Plc:

We consent to the incorporation by reference in the registration statement (No. 333-141218) on Form F-3 of BHP Billiton Finance (USA) Limited and the registration statements (Nos. 333-100496, 333-141531 and 333-160636) on Form S-8 of BHP Billiton Limited of our reports dated 14 September 2009, with respect to the consolidated balance sheets of the BHP Billiton Group (comprising BHP Billiton Plc, BHP Billiton Limited and their respective subsidiaries) as of 30 June 2009 and 2008, and the related consolidated income statements, consolidated statements of recognised income and expense and consolidated cash flow statements for each of the years in the three-year period ended 30 June 2009, and the effectiveness of internal control over financial reporting as of 30 June 2009, which reports appear in the 30 June 2009 Annual Report on Form 20-F of the BHP Billiton Group.

/s/ KPMG Audit Plc /s/ KPMG KPMG Audit Plc KPMG London, United Kingdom Melbourne, Australia 14 September 2009 14 September 2009

AI assistant

BHP Group Limited — Annual Report 2009

14787_rns_2009-09-14_36388aa7-71f0-49c6-af2d-d5ab4e7c62a0.pdf

2009 US ANNUAL REPORT (Form 20-F)

Fiona Smith

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

FORM 20-F

Securities registered or to be registered pursuant to section 12(b) of the Act.

Securities registered or to be registered pursuant to Section 12(g) of the Act.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

Table of Contents

Form 20-F Cross Reference Table

1 Key information 1.1 Our business

1.2 Chairman’s Review

1.3 Chief Executive Officer’s Report

Safety

Managing through the cycle

Looking ahead

1.4 Selected key measures 1.4.1 Financial information

1.4.2 Operational information

1.5 Risk factors

Fluctuations in commodity prices and impacts of the global financial crisis may negatively impact our results

Our profits may be negatively affected by currency exchange rate fluctuations

Failure to discover new reserves, maintain or enhance existing reserves or develop new operations could negatively affect our future results and financial condition

Reduction in Chinese demand may negatively impact our results

Actions by governments or political events in the countries in which we operate could have a negative impact on our business

We may not be able to successfully integrate our acquired businesses

We may not recover our investments in mining and oil and gas projects

Our non-controlled assets may not comply with our standards

Operating cost pressures and shortages could negatively impact our operating margins and expansion plans

Increased costs and schedule delays may impact our development projects

Health, safety, environmental and community exposures and related regulations may impact our operations and reputation negatively

Unexpected natural and operational catastrophes may impact our operations

Climate change and greenhouse effects may adversely impact our operations and markets

Our human resource talent pool may not be adequate to support our growth

Breaches in our information technology (IT) security processes may adversely impact the conduct of our business activities

A breach in our governance processes may lead to regulatory penalties and loss of reputation

1.6 Forward looking statements

2 Information on the Company

2.1 BHP Billiton locations

Petroleum

Aluminium

Base Metals

Stainless Steel Materials

Iron Ore

Manganese

Metallurgical Coal

Offices

2.2 Business overview

2.2.1 History and development

2.2.2 Petroleum Customer Sector Group

Bass Strait

North West Shelf

Gulf of Mexico

Zamzama

Liverpool Bay and Bruce/Keith

Algeria

Stybarrow

Other Australia

Trinidad and Tobago

Information on Petroleum operations

Significant oil and gas assets

EUROPE/AFRICA/ MIDDLE EAST

Liverpool Bay

Bruce/Keith

Development projects

Australia/Asia

North West Shelf North Rankin gas compression project

North West Shelf Cossack, Wanaea, Lambert, Hermes (CWLH) life e xtension

Pyrenees—WA-12-R/WA-155-P

Bass Strait Kipper gas field development

Bass Strait Turrum field development

Trinidad & Tobago

Greater Angostura Phase 2

Exploration and appraisal

Australia/Asia

Malaysia

Americas—Gulf of Mexico

Shenzi—Green Canyon 609 & 610

Mad Dog South

BHP Group Limited Annual Report 2009