BHP Group Limited — Proxy Solicitation & Information Statement 2014

Sep 24, 2014

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BHP Billiton Limited Shareholder Pack 2014

Information online

General information on BHP Billiton and the 2014 Annual Report, Summary Review, Sustainability Report and Notice of Meeting can be found online at www.bhpbilliton.com

You can also vote online via www.bhpbilliton.com or at www.investorvote.com.au or use BHP Billiton’s mobile voting service for smartphones, see enclosed instructions for more details.

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All correspondence to: BHP Billiton Share Registrar Computershare Investor Services Pty Limited GPO Box 782 Melbourne Victoria 3001 Australia

Questions from Shareholders

The Annual General Meeting (AGM) of BHP Billiton Limited will be held at the Adelaide Entertainment Centre, Corner Port Road and Adam Street, Hindmarsh, South Australia, Australia on Thursday, 20 November 2014 at 10:00am (Adelaide time). Shareholders who are unable to attend the meeting or who may prefer to register questions in advance, are invited to do so. This form is provided as a convenient way to submit any questions you may have.

Please return your completed question form to our Share Registrar, Computershare Investor Services Pty Limited, GPO Box 782, Melbourne VIC 3001, or by facsimile to 1800 783 447 (outside Australia +61 3 9473 2555) by Thursday, 13 November 2014. The envelope provided for the return of your proxy form may also be used for this purpose.

You may also submit written questions to the auditor if the questions are relevant to the content of the auditor’s report or the conduct of the audit of the financial report to be considered at the AGM.

We will endeavour to address the more frequently raised questions during the course of the AGM. The most frequently asked questions, together with answers, will be made available at www.bhpbilliton.com.

Question(s): Please mark X if it is a question directed to the auditor

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Thank you for your time.

BHP Billiton Limited A member of the BHP Billiton Group which is headquartered in Australia Registered in Australia ABN 49 004 028 077

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BHP Billiton Limited Registered in Australia ABN 49 004 028 077

Proxy Form

All correspondence to: Computershare Investor Services Pty Limited GPO Box 782 Melbourne Victoria 3001 Australia Enquiries (within Australia) 1300 656 780 (outside Australia) +61 3 9415 4020 Facsimile (within Australia) 1800 783 447 Facsimile (outside Australia) +61 3 9473 2555

LODGEMENT OF YOUR PROxY FORM

This proxy form must be received by 10:30am Melbourne time (10:00am Adelaide time) on Tuesday, 18 November 2014

Any proxy form (and any Power of Attorney under which it is signed) received after that time will not be valid for the scheduled meeting.

How to complete this proxy form

If you are unable to attend the Annual General Meeting to be held in Adelaide on Thursday, 20 November 2014 at 10:00am (Adelaide time), you are encouraged to appoint a person or body corporate who will attend as your proxy and exercise your right to vote your shares. Note that if you appoint a body corporate as your proxy, the body corporate should appoint a person as its representative at the Annual General Meeting in accordance with section 250D of the Corporations Act.

Appointment of a second proxy

A shareholder is entitled to appoint up to two proxies (whether shareholders or not) to attend the meeting and vote. A separate proxy form should be used for each proxy appointment. An additional proxy form will be supplied on request.

Directing your proxy how to vote

If you wish to direct your proxy how to vote (or to abstain from voting) on any resolution, place a mark (“X”) in the “For”, “Against” or “Abstain” box for each resolution. If you mark more than one box on a resolution, your vote on that resolution will be invalid. If you mark the “Abstain” box for a particular resolution, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted in computing the required majority.

IMPORTANT NOTE:

In this proxy form, BHP Billiton Limited and BHP Billiton Plc together are referred to as BHP Billiton.

The key management personnel (‘KMP’) of BHP Billiton (which includes each of the Directors) and their closely related parties will not be able to vote as your proxy on Items 7, 8, 9, 10 and 11 unless you tell them how to vote or, if the Chairman of the Meeting is your proxy, you expressly authorise him to vote even though Items 7, 8, 9, 10 and 11 are connected with the remuneration of the KMP. If you intend to appoint a member of the KMP as your proxy, you can direct them to vote for or against or to abstain from voting on Items 7, 8, 9, 10 and 11 by marking the appropriate boxes on the proxy form.

Signing Instructions

You must sign this proxy form as follows in the spaces provided:

Individual: Where the holding is in one name, the proxy form must be signed by the shareholder or the shareholder’s attorney. Joint holding: Where the holding is in more than one name, all of the shareholders should sign.

Power of Attorney: To sign under Power of Attorney, you must have already lodged the Power of Attorney with the Share Registrar for notation. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this proxy form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this proxy form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can sign alone. Otherwise this proxy form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of a company shareholder or a company proxy is to attend the meeting the appropriate “Appointment of Corporate Representative Form” should be produced prior to admission. This form may be obtained from the Share Registrar.

Internet and Mobile voting

Go to www.bhpbilliton.com or www.investorvote.com.au then follow the instructions. You can also go directly to investorvote.com.au by scanning the QR Code below with your smartphone. To access these services you will require the Control Number, your Securityholder Reference Number (SRN) or Holder Identification Number (HIN), and postcode, each of which is printed at either the top or bottom of this form.

Any questions?

Telephone: (within Australia) 1300 656 780; (outside Australia) +61 3 9415 4020 if you have any questions on how to complete this proxy form or you would like an additional proxy form.

Documents may be lodged:

VIA THE INTERNET

www.bhpbilliton.com or www.investorvote.com.au (refer internet and mobile voting instructions above)

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BY SMARTPHONE

Scan QR Code

BY MAIL OR FAx

Share Registrar Computershare Investor Services Pty Limited GPO Box 782 Melbourne Victoria 3001 Australia Within Australia 1800 783 447 Outside Australia +61 3 9473 2555

IN PERSON

Share Registrar Computershare Investor Services Pty Limited, Yarra Falls, 452 Johnston Street, Abbotsford Melbourne Victoria 3067 Australia

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Appointment of Proxy

the Chairman of the Meeting OR (mark box with an ‘X’)

I/We being a member/s of BHP Billiton Limited and entitled to attend and vote hereby appoint

Write here the name of the person (or body corporate) you are appointing if this person is someone other than the Chairman of the Meeting.

or failing attendance at the Meeting of the person or body corporate named above, or if no person is named, the Chairman of the Meeting, to act generally at the Meeting on my/our behalf and to vote in accordance with the directions on this proxy form or, if no directions have been given and to the extent permitted by law, as he or she sees fit, at the Annual General Meeting of BHP Billiton Limited to be held at the Adelaide Entertainment Centre, Corner Port Road and Adam Street, Hindmarsh, South Australia, Australia on Thursday, 20 November 2014 at 10:00am (Adelaide time) and at any adjournment or postponement thereof.

IMPORTANT NOTE:

The Chairman of the Meeting intends to vote undirected proxies against Item 25 and in favour of each other item of business. If the Chairman of the Meeting is your proxy (or becomes your proxy by default), by signing and returning this form you expressly authorise the Chairman to exercise your proxy on Items 7, 8, 9, 10 and 11 even though the Items are connected with the remuneration of a member of key management personnel. If you appoint the Chairman of the Meeting as your proxy you can direct the Chairman to vote for or against or abstain from voting on Items 7, 8, 9, 10 and 11 by marking the appropriate box below.

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Please Note: to fully inform shareholders in exercising their right to vote, please be aware that if the Chairman of the Meeting is appointed as your proxy (or
becomes your proxy by default), the Chairman of the Meeting intends to vote available proxies in the manner set out beside each resolution. This reflects the
Board’s recommendation.
Voting directions to your proxy Please mark X [ (within the box) to indicate your directions]
For 1 To receive the 2014 Financial Statements and Reports for BHP Billiton   
For 2 To reappoint KPMG LLP as the auditor of BHP Billiton Plc   
For 3 To authorise the Risk and Audit Committee to agree the remuneration of the auditor of BHP Billiton Plc   
For 4 To renew the general authority to issue shares in BHP Billiton Plc   
For 5 To approve the authority to issue shares in BHP Billiton Plc for cash   
For 6 To approve the repurchase of shares in BHP Billiton Plc   
For 7 To approve the Directors’ remuneration policy   
For 8 To approve the 2014 Remuneration Report other than the part containing the Directors’ remuneration policy   
For 9 To approve the 2014 Remuneration Report   
For 10 To approve leaving entitlements   
For 11 To approve grants to Andrew Mackenzie   
For 12 To elect Malcolm Brinded as a Director of BHP Billiton
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For 13 To re-elect Malcolm Broomhead as a Director of BHP Billiton
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For 14 To re-elect Sir John Buchanan as a Director of BHP Billiton
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For 15 To re-elect Carlos Cordeiro as a Director of BHP Billiton
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For 16 To re-elect Pat Davies as a Director of BHP Billiton
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For 17 To re-elect Carolyn Hewson as a Director of BHP Billiton   
For 18 To re-elect Andrew Mackenzie as a Director of BHP Billiton
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For 19 To re-elect Lindsay Maxsted as a Director of BHP Billiton   
For 20 To re-elect Wayne Murdy as a Director of BHP Billiton   
For 21 To re-elect Keith Rumble as a Director of BHP Billiton
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For 22 To re-elect John Schubert as a Director of BHP Billiton
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For 23 To re-elect Shriti Vadera as a Director of BHP Billiton
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For 24 To re-elect Jac Nasser as a Director of BHP Billiton
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Against 25 To elect Ian Dunlop as a Director of BHP Billiton   
For Against Abstain
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PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. Individual or Securityholder 1 Securityholder 2 Securityholder 3 Individual/Sole Director and Sole Company Secretary Director Director/Company Secretary

Contact Name

Contact Daytime Telephone

/ / Date

B H P B 1 8 4 0 9 1 A

In addition to signing the proxy form in the above box(es) please provide the information above in case we need to contact you.

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