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).

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.

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.