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NOT FOR DISTRIBUTION IN OR INTO, OR FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

BHP announces the indicative results of its euro bond repurchase plan.

The Offers

BHP Billiton Finance Limited (the EMTN Issuer), a wholly owned subsidiary of BHP Billiton Limited, today announced the indicative results of its previously announced euro bond repurchase plan which targeted: (i) €1,250,000,000 2.125% Notes due November 2018 (the 2018 Notes); (ii) €600,000,000 Floating Rate Notes due April 2020; (iii) €1,250,000,000 2.25% Notes due September 2020; (iv) €650,000,000 0.75% Notes due October 2022; (v) €750,000,000 3.00% Notes due May 2024; and (vi) £750,000,000 3.25% Notes due September 2024 (each being a Series and any notes within any such Series being referred to as Notes). Eligible holders (the Holders) of the Notes were invited by the EMTN Issuer to make offers to tender all or any of their Notes for repurchase for cash (each such invitation an Offer and together the Offers).

The Offers were made pursuant to the terms and conditions set forth in the tender offer memorandum dated 21 August 2017 (the Tender Offer Memorandum). Terms not defined in this announcement have the meanings given to them in the Tender Offer Memorandum. The Offers expired at 4.00 p.m., London time, on 30 August 2017 (the Expiration Deadline).

The EMTN Issuer hereby announces its indicative and non-binding intention (subject to confirmation by the EMTN Issuer in its sole and absolute discretion) to accept all valid tenders of Notes in any Series excluding any 2018 Notes, as set out in the table (PDF 115 kb). No Pro-Rating Factor will be applied to any of the Series.

Pricing and Results

Pricing will take place at or around 1.00 p.m., London time (the Pricing Time) today, 31 August 2017. As soon as reasonably practicable after the Pricing Time, the EMTN Issuer will announce whether it accepts valid tenders of Notes pursuant to any or all of the Offers and, if so accepted, (i) the Interpolated Mid-Swap Rate (if applicable), (ii) the UKT Rate (if applicable), (iii) the Tender Offer Yield for each Series (if applicable), (iv) the Tender Offer Price for each Series (if applicable), (v) the Final Acceptance Amount, (vi) the allocation of the Final Acceptance Amount between each Series, and (vii) the aggregate principal amount of Notes in each Series that will remain outstanding after the Settlement Date for the Notes, which is expected to be 5 September 2017, the fourth Business Day after the Expiration Deadline, or as soon as reasonably practicable thereafter.

Holders will receive Accrued Interest on the Notes validly tendered and accepted for purchase in the Offers from (and including) the immediately preceding interest payment date for such Notes to (but excluding) the Settlement Date, in each case determined in accordance with the terms and conditions of the relevant Series.

THE GLOBAL CO-ORDINATORS AND LEAD DEALER MANAGERS

Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Attn: Liability Management Group
Tel: : +44 (0)20 7545 8011

UBS Limited
5 Broadgate
London EC2M 2QS
United Kingdom
Attn: Liability Management Group
Tel: +44(0)20 7568 2133
Email: ol-liabilitymanagement-eu@ubs.com

THE LEAD DEALER MANAGERS

Banco Santander, S.A.
Ciudad Grupo Santander
Avenida de Cantabria, s/n
28660 Boadilla Del Monte
Madrid, Spain
Attn: Liability Management
Tel: +44 (0)20 7756 6909 / 6646
Email: tommaso.grospietro@santandergcb.com /
King.Cheung@santandergcb.com

Société Générale
Tours Société Générale
17, Cours Valmy
92987 Paris La Défense Cedex
France
Attn: Liability Management
Tel: +33 142 13 32 40
Email: liability.management@sgcib.com

THE CO-DEALER MANAGERS

Lloyds Bank plc
10 Gresham Street
London EC2V 7AE
United Kingdom

The Royal Bank of Scotland plc (trading as NatWest Markets)
250 Bishopsgate
London EC2M 4AA
United Kingdom

UniCredit Bank AG
Arabellastrasse 12
D-81925 Munich
Germany

THE TENDER AND INFORMATION AGENT

Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
Phone: +44 (0)20 7704 0880
Fax: +44 (0)20 3004 1590
Email: bhp@lucid-is.com

For more information, please see our exchange release (PDF 115 kb).

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

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