BHP Group Limited — Share Issue/Capital Change 2015

May 7, 2015

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Company Secretariat

BHP Billiton Limited BHP Billiton Plc 171 Collins Street Neathouse Place Melbourne Victoria 3000 Australia London SW1V 1LH UK GPO BOX 86 Tel +44 20 7802 4000 Melbourne Victoria 3001 Australia Fax + 44 20 7802 4111 Tel +61 1300 55 47 57 Fax +61 3 9609 3015 bhpbilliton.com bhpbilliton.com

7 May 2015

To: Australian Securities Exchange[1] London Stock Exchange

cc: New York Stock Exchange JSE Limited

DEMERGER DIVIDEND

Name of entities	BHP	Billiton Limited	BHP Billiton Plc
	ABN	49 004 028 077	Registration Number 3196209

Following the approval of the proposed demerger of South32 by the shareholders of BHP Billiton Limited and BHP Billiton Plc on 6 May 2015, the BHP Billiton Board today resolved to approve the in-specie distribution of South32 Limited (ABN 84 093 732 597) shares to shareholders in BHP Billiton Limited and BHP Billiton Plc as described in the Shareholder Circular dated 16 March 2015 (the Demerger Dividend ).

As a result of the Demerger Dividend, each eligible shareholder will receive one South32 Limited share for each BHP Billiton share held on the applicable record date. Each BHP Billiton ADS holder will receive 0.4 South32 ADSs for each BHP Billiton ADS held on the applicable record date (each South32 ADS representing five South32 Limited shares).

Shareholding	Ex-date	Record date	Distribution date
BHP Billiton Limited	18 May 2015	20 May 2015	24 May 2015
	(Melbourne)	(Melbourne)	(Melbourne)
BHP Billiton Plc (other than	18 May 2015	19 May 2015	25 May 2015
holders of shares dematerialised	(London)	(London)	(London)
into Strate)
BHP Billiton Plc (holders of	18 May 2015	22 May 2015	25 May 2015
shares dematerialisedinto Strate)	(Johannesburg)	(Johannesburg)	(Johannesburg)
BHP Billiton ADS holders	18 May 2015	20 May 2015	On or about 29 May
	(New York)	(New York)	2015 (New York)

A share sale facility has been established for certain eligible shareholders who hold 10,000 or fewer BHP Billiton shares. These shareholders may elect to have all the South32 Limited shares they receive sold by the sale agent with the proceeds remitted to them following the demerger.

1 This release was made outside the hours of operation of the ASX market announcements office.

South32 Limited shares will not be distributed to ineligible shareholders. Instead, South32 Limited shares which these shareholders would otherwise have been entitled to receive will be transferred to the sale agent to be sold with the proceeds remitted to them following the demerger.

This statement was approved by the BHP Billiton Board.

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Jane McAloon

Group Company Secretary BHP Billiton Limited and BHP Billiton Plc

BHP Billiton Limited ABN 49 004 028 077 Registered in Australia Registered Office: 171 Collins Street Melbourne Victoria 3000

BHP Billiton Plc Registration number 3196209 Registered in England and Wales Registered Office: Neathouse Place, London SW1V 1LH United Kingdom

The BHP Billiton Group is headquartered in Australia