BHP Group Limited — Major Shareholding Notification 2016

Oct 16, 2016

605 page 1/2 15 July 2001

Form 605

Corporations Act 2001 Section 671B

Notice of ceasing to be a substantial holder

To Company Name/Scheme BHP BILLITON LTD ACN/ARSN 004 028 077

1. Details of substantial holder(1)

Name BlackRock Group (BlackRock Inc. and subsidiaries named in Annexures

ACN/ARSN (if applicable) to this form)

The holder ceased to be a substantial holder on 13 / / 10 2016 The previous notice was given to the company on 14 / / 10 2016 The previous notice was dated 11 / / 10 2016

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (4)	Consideration given in relation to change(5)	Class (6) and number of securities affected	Person's votes affected
	Annexure A

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association

4. Addresses

The addresses of persons named in this form are as follows:

	Name		Address
	Annexure B
Signature
	print name	Kayla McGrory		capacity	*Authorised Signatory
	sign here			date	17	/	10	/	2016

• At a meeting of the Board on 22 November 2013, the Directors resolved to approve the delegation of the preparation and lodgement of substantial shareholder notices on behalf of BlackRock Investment Management (Australia) Limited.

605 page 2/2 15 July 2001

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 4 of the form.

• (2) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (3) See the definition of "associate" in section 9 of the Corporations Act 2001.

(4) Include details of:

• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (5) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (6) The voting shares of a company constitute one class unless divided into separate classes.

• (7) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Annexure A

This is Annexure A of 2 pages referred to in form 605 Notice of ceasing to be a substantial shareholder

Kayla McGrory, Authorised Signatory

17-Oct-16 Date

2. Changes in relevant interests

BHP BILLITON LTD (BHP)

Date of Change	Person whose relevant interest changed	CCY	Nature of change Consideration given in change (5)	(4) / relation to	Class (6) and number of securities affected	Class (6) and number of securities affected	Person's votes affected
12-Oct-16	BlackRock Investment Management	AUD	on mkt buy	23.36	ord	3,277	3,277
	(Australia)Limited
12-Oct-16	BlackRock Institutional Trust	AUD	on mkt buy	23.33	ord	38,314	38,314
	Company,National Association
12-Oct-16	BlackRock Investment Management	AUD	on mkt buy	23.36	ord	19,085	19,085
	(Australia)Limited
12-Oct-16	BlackRock Institutional Trust	AUD	on mkt sell	23.34	ord	-1,547	-1,547
	Company,National Association
12-Oct-16	BlackRock Institutional Trust	AUD	on mkt buy	23.33	ord	32,850	32,850
	Company,National Association
12-Oct-16	BlackRock Investment Management	AUD	on mkt buy	23.36	ord	7,531	7,531
	(Australia)Limited
12-Oct-16	BlackRock Investment Management	AUD	on mkt buy	23.18	ord	2,028	2,028
	(Australia)Limited
12-Oct-16	BlackRock Institutional Trust	AUD	on mkt buy	23.44	ord	7,765	7,765
	Company,National Association
12-Oct-16	BlackRock Investment Management	AUD	on mkt buy	23.36	ord	2,028	2,028
	(Australia)Limited
12-Oct-16	BlackRock Investment Management	AUD	on mkt buy	23.18	ord	29,252	29,252
	(Australia)Limited
12-Oct-16	BlackRock Investment Management	AUD	on mkt buy	23.36	ord	51,281	51,281
	(Australia)Limited
12-Oct-16	BlackRock Investment Management	AUD	on mkt buy	23.36	ord	4,402	4,402
	(Australia)Limited
12-Oct-16	BlackRock Investment Management	AUD	on mkt buy	23.18	ord	2,503	2,503
	(Australia)Limited
12-Oct-16	BlackRock Institutional Trust	AUD	on mkt buy	23.33	ord	8,330	8,330
	Company,National Association
12-Oct-16	BlackRock Investment Management	AUD	on mkt buy	23.18	ord	1,158	1,158
	(Australia)Limited
12-Oct-16	BlackRock Investment Management	AUD	on mkt buy	23.36	ord	3,541	3,541
	(Australia)Limited
12-Oct-16	BlackRock Investment Management	AUD	on mkt buy	23.18	ord	19,446	19,446
	(Australia)Limited
12-Oct-16	BlackRock Investment Management	AUD	on mkt buy	23.18	ord	10,831	10,831
	(Australia)Limited
12-Oct-16	BlackRock Institutional Trust	AUD	on mkt buy	23.33	ord	2,101	2,101
	Company,National Association
12-Oct-16	BlackRock Investment Management	AUD	on mkt buy	23.36	ord	13,816	13,816
	(Australia)Limited
12-Oct-16	BlackRock Advisors, LLC	AUD	on mkt buy	23.33	ord	3,640	3,640
12-Oct-16	BlackRock Investment Management	AUD	on mkt buy	23.18	ord	4,314	4,314
	(Australia)Limited
12-Oct-16	BlackRock Advisors (UK) Limited	AUD	on mkt buy	23.29	ord	8,473	8,473
12-Oct-16	BlackRock Advisors (UK) Limited	AUD	on mkt sell	23.44	ord	-3,562	-3,562
12-Oct-16	BlackRock Asset Management North	AUD	on mkt buy	23.28	ord	130,613	130,613
	Asia Limited
12-Oct-16	BlackRock Advisors (UK) Limited	AUD	on mkt sell	23.44	ord	-27,165	-27,165
12-Oct-16	BlackRock Investment Management	AUD	on mkt buy	23.18	ord	7,912	7,912
	(Australia)Limited
12-Oct-16	BlackRock Institutional Trust	AUD	on mkt buy	23.33	ord	8,790	8,790
	Company, National Association

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BHP

Date of Change	Person whose relevant interest changed	CCY	Nature of change Consideration given in change (5)	(4) / relation to	Class (6) and number of securities affected	Class (6) and number of securities affected	Person's votes affected
12-Oct-16	BlackRock Investment Management	AUD	on mkt buy	23.18	ord	1,877	1,877
	(Australia)Limited
12-Oct-16	BlackRock Investment Management	AUD	on mkt buy	23.36	ord	34,019	34,019
	(Australia)Limited
12-Oct-16	BlackRock Advisors (UK) Limited	AUD	on mkt buy	23.44	ord	12,710	12,710
13-Oct-16	BlackRock Investment Management	AUD	on mkt buy	22.75	ord	16,616	16,616
	(Australia)Limited
13-Oct-16	BlackRock Fund Advisors	AUD	in specie	n/a	ord	-58,932	-58,932
13-Oct-16	BlackRock Advisors (UK) Limited	AUD	on mkt sell	22.75	ord	-6,345	-6,345
13-Oct-16	BlackRock Advisors (UK) Limited	AUD	on mkt buy	22.75	ord	781	781
13-Oct-16	BlackRock Institutional Trust	AUD	on mkt buy	22.75	ord	35,593	35,593
	Company,National Association
13-Oct-16	BlackRock Fund Advisors	AUD	in specie	n/a	ord	4,572	4,572
13-Oct-16	BlackRock Advisors (UK) Limited	AUD	on mkt buy	22.75	ord	2,343	2,343
13-Oct-16	BlackRock Fund Advisors	AUD	on mkt buy	22.75	ord	15,657	15,657
13-Oct-16	BlackRock Advisors (UK) Limited	AUD	on mkt sell	23.04	ord	-609,775	-609,775
13-Oct-16	BlackRock Investment Management,	AUD	on mkt buy	23.19	ord	9,403	9,403
	LLC

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BHP

Annexure B

This is Annexure B of 1 pages referred to in form 605 Notice of ceasing to be a substantial shareholder

17-Oct-16

Kayla McGrory, Date Authorised Signatory

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
BlackRock Group
BlackRock Inc.	55 East 52nd Street
	New York NY 10055 USA
BlackRock Advisors (UK) Limited	12 Throgmorton Avenue.
	London, EC2N 2DL,
	United Kingdom
BlackRock Advisors, LLC	1209 Orange Street,
	Wilmington, New Castle County,
	Delaware 19801,United States
BlackRock Asset Management North Asia Limited	15/F, 16/F, 17/F Champion Tower & 17/F ICBC Tower,
	Three Garden Road,Central,HongKong
BlackRock Fund Advisors	400 Howard Street
	San Francisco, CA, 94105
	United States
BlackRock Institutional Trust Company, National	1225 17th Street,
Association	Suite 300,
	Denver,CO 80202(Colorado,USA)
BlackRock Investment Management (Australia) Limited	Level 26, 101 Collins Street
	Melbourne VIC 3000
	Australia(Victoria,Australia)
BlackRock Investment Management, LLC	1209 Orange Street,
	Wilmington, New Castle County,
	Delaware 19801,United States

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