BHP Group Limited — Proxy Solicitation & Information Statement 2015

Mar 16, 2015

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 6:30pm Melbourne time (4:30pm Perth time) on Monday, 4 May 2015

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 General Meeting to be held in Perth on Wednesday, 6 May 2015 at 4:30pm (Perth 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 General Meeting in accordance with section 250D of the Corporations Act 2001.

IMPORTANT NOTE:

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

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 the resolution, place a mark (“X”) in the “For”, “Against” or “Abstain” box for the resolution. If you mark more than one box on the resolution, your vote on the resolution will be invalid. If you mark the “Abstain” box for the 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.

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 www.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?

If you have any questions for BHP Billiton on the Demerger Resolution, you can submit your questions online at www.investorcentre.com/bhp . If you have any questions on how to complete this proxy form or you would like an additional proxy form please telephone: 1300 656 780 (within Australia); +61 3 9415 4020 (outside Australia).

Documents may be lodged:

VIA THE INTERNET

www.bhpbilliton.com or www.investorvote.com.au (refer to Internet and Mobile Voting instructions above)

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BY SMARTPHONE
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Scan QR Code
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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

B H P B

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Appointment of Proxy

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

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

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 General Meeting of BHP Billiton Limited to be held at the Hyatt Regency Perth, 99 Adelaide Terrace, Perth, Western Australia, Australia on Wednesday, 6 May 2015 at 4:30pm (Perth time) and at any adjournment or postponement thereof.

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 all available proxies in favour of the 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 approve the Demerger of South32 from BHP Billiton

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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.]

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Individual or Shareholder 1 Shareholder 2 Shareholder 3 Shareholder 4
Individual/Sole Director and Director/Company Secretary Director
Sole Company Secretary
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Contact Name Contact Daytime Telephone Date
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XX

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B H P B 1 9 2 7 6 3 A XX
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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