28th Nov 2007 07:00
BHP Billiton PLC28 November 2007 28 November 2007 To: Australian Securities Exchange cc: New York Stock Exchange London Stock Exchange JSE Limited Swiss Stock Exchange Deutsche Bank UBS Zurich For Announcement to the Market In accordance with Listing Rules 3.13.3 of the Australian Securities Exchange,please find attached addresses to shareholders currently being delivered at BHPBilliton Limited's Annual General Meeting by the Chairman and the ChiefExecutive Officer. The poll results will be communicated to the market shortly after the conclusionof BHP Billiton Limited's Annual General Meeting which will be held in Adelaidetoday. Yours sincerely J McAloonGroup Company Secretary BHP Billiton Limited Annual General Meeting 28 November 2007 Don Argus, Chairman, BHP Billiton Good morning ladies and gentlemen. Welcome to the 2007 Annual General Meeting of BHP Billiton Limited. My name is Don Argus and I will chair today's meeting. Thank you for taking the time to join us here this morning. It is a pleasure tohave the meeting in Adelaide. South Australia plays a significant part in the future of BHP Billiton. At Olympic Dam we operate Australia's largest underground mine. Recent drillingprograms have indicated that Olympic Dam is the world's fourth largest copperresource, the fifth largest gold resource, as well as the world's largest knownuranium resource. We directly employ more than 4,000 South Australians, including those at ourShared Services Centre in Adelaide, and our South Australian business generatesaround 64.4 million Australian dollars in royalties and taxes each year. We also have 32,600 South Australians who are BHP Billiton shareholders. We are very pleased and proud to play a role in the ongoing economic developmentof South Australia. Today's meeting is very significant for a number of reasons. First, we have a new Chief Executive Officer and we mark the retirements of ChipGoodyear and Non-executive Director, David Brink. As you know, Chip retired as CEO and as a Director on the 30th of September. Heis here today and will speak to you shortly. Unfortunately David Brink is notpresent today and he sends his apologies. Chris Lynch, who was an ExecutiveDirector, resigned from the Board in June. We've also recorded another stellar performance in terms of financial andoperating results, and we continue to move to new horizons with ourenvironmental and community commitments. And almost three weeks ago we announced a proposal to combine BHP Billiton withRio Tinto to create the world's premier diversified natural resources company. However, before I talk more about this proposal, I am saddened to report thatfourteen people lost their lives while working for the company over the past 15months. Less than two weeks ago we were devastated by a helicopter crash in Angola inwhich five people died while working on our diamonds project there. Tragedies like these cast a deep shadow over an organisation that prides itselfon the safety and wellbeing of our people. We cannot regard ourselves as successful until we eliminate fatalities andserious injuries from our operations. Marius will speak more about this critical issue shortly. Before I move to the business of the meeting let me talk briefly about ourrecent announcement proposing the combination of BHP Billiton with Rio Tinto. BHP Billiton and Rio Tinto are both great companies. They are both leaders in our industry and in the broader commercial world. They have fine people, fine assets and are wholly aligned in their commitmentsto safety, the environment and the community. Many of you will be shareholders in both companies and will have seen first handhow those attributes have delivered considerable shareholder value over theyears. So why does your Board believe that these companies should be combined? Quite simply because we believe that a combination of the two will deliver moreshareholder value than either is capable of delivering alone. The combination presents an opportunity to create the world's premierdiversified natural resources company and in our view no other combination is aslogical or compelling. Marius will talk more about our proposal, including the strategic rationalelater in the meeting. Let me firstly indulge in a little history. We have been espousing the virtuesof our diversified strategic portfolio of assets for some time - more than sevenyears in fact. The recent results bear testament to our optimism about the sustainability ofour strategy. I believe they begin to highlight the differences that are openingup in the operational efficiencies and the financial performance of the manyparticipants in the resources industry. We also believe that BHP Billiton is well positioned to continue the solidgrowth it has demonstrated since the merger of BHP and Billiton six years ago. Marius will speak more about this aspect of the business shortly. In welcoming Marius to his new role, let me say that from a Board perspective,it is satisfying our succession planning process has delivered the best possibleperson to succeed Chip. The decision to appoint Marius was made after an intensive global search and itgives us comfort in our succession planning when an internal candidate issuccessful. We, as a Board, look forward to working with Marius and watching him make hismark on this outstanding company. Please join me in welcoming Marius as ChiefExecutive Officer of BHP Billiton. I will of course pay tribute to Chip's achievements and his contribution to theGroup a little later. Now, let me introduce your Directors. On my left is Marius Kloppers. The other Directors are seated in the auditorium. I'll ask them to each stand asI introduce them. Paul Anderson; John Buchanan; Carlos Cordeiro who is standing for re-election; David Crawford who is standing for re-election; Gail de Planque who is standing for re-election; David Jenkins who is also standing for re-election; Jac Nasser; and John Schubert. On my left is Alex Vanselow, our Chief Financial Officer, and to my right ourGroup Company Secretary, Jane McAloon. Also here this morning are Peter Nash, Michael Andrew and Tony Romeo,representatives from the Group's external auditor, KPMG. Unfortunately David Brink retires as a Director at the conclusion of thismeeting. On your behalf I would like to publicly thank David for his insights andcontributions to building this company, and wish him and his wife Marilyn andfamily good health and success in the next phase of their lives without theintrusion of the complexities of BHP Billiton. Today we have 22 items of business to cover. As well as those items, we will cover issues shareholders have asked me toaddress at this meeting. As a result of that feedback from shareholders, I will specifically cover ourapproach to climate change as well as energy-related issues. I will also discusssome of these issues in the context of our Olympic Dam operation here in SouthAustralia. I also want to talk about how we work with communities to manage the impact ofour operations and show you a short video. But before I do that, I will ask both Chip and Marius to speak to you. I will ask Chip to make a few brief comments on our results for 2007 and thenask Marius, as the Group's new Chief Executive, to talk about what he sees asthe priorities for BHP Billiton, including our proposal to combine with RioTinto. Once they have spoken and I've addressed the issues shareholders have raised, wewill move to the formal items of business and then open the meeting forquestions from the floor. Of course, you will have the opportunity to ask questions on the specific itemsof business as the meeting considers each of these. After the meeting, the Directors and the senior management team would like youto join us outside for some light refreshments. As usual we will talk in US dollars unless otherwise stated, because that is thecurrency we report in. Now, turning to our results for 2007. Our profit this year was $13.7 billion. 2002 was the first time we reported following the merger of BHP and Billiton.This slide compares the 2002 results to this year's results. You can see that the past five years has been a period of remarkable growth. Atthe same time, we have built a very strong financial position. In 2002 BHP Billiton's market capitalisation was around $30 billion. Today it isaround $200 billion. The issue for any public company is to balance returns to shareholders againstthe need to invest for the future. This is particularly important in a resources company where future earnings aredependent on heavy capital investment. The investment is often made three tofour years before the product is available for sale. On this next slide you can see how our growth in cash flow since 2002 has beenmirrored by both our reinvestment for future growth, and in returns toshareholders. Returns to shareholders take the form of dividends as well as on and off marketshare buy-backs. Share buy-backs are not only an efficient means of returning funds toshareholders, they also influence the market value of our shares. This slide shows, in Australian dollars, the total return to shareholders of1,000 BHP Billiton Limited shares since 2001. This includes the shares received,at no cost, from the steel business demerger in 2002. An investor in BHP Billiton Limited who held 1,000 shares worth $9,600 in 2001,would at the end of last month have an investment valued at $46,100. Inaddition, the 200 Bluescope Steel shares received by an investor would now beworth $2,100. Over the last six years, the shareholder would have received cash dividends of$3,450. Combined, this amounts to $51,670 or over 5 times the value of the originalholding. In terms of dividends, this year your Directors decided to rebase the finaldividend. As you know, we have a progressive dividend policy which has seen 11consecutive increases in the dividend. In rebasing the dividend we haven't changed that progressive dividend policy. Rather, we've re-set it at a new level so that dividend increases in the futurewill come off a higher base. This reflects the Board's confidence in the Group's ability to continueproducing a strong and growing cashflow over the medium term. We are confident that we can maintain our progressive dividend policy whilecontinuing to invest in our unparalleled growth pipeline. I want to make two other brief points about our results this year. The first is that at a time of unprecedented demand for our products, we havebeen able to both meet that demand and keep our costs under control. The second point I want to make is that no matter how good our assets are - andwe have an unrivalled set of assets - they don't manage themselves. This brings me to Chip. I have already mentioned that Chip stepped down as Chief Executive and as aDirector at the end of September, having attended his last Board meeting inAugust. Since that time he has focused on working with Marius on the 2007 results and onthe transition of the CEO role. The Board and I are very happy to report to youthat this has been a very effective process - something that is often difficultto achieve. With those brief comments I would now like to ask Chip to make a few comments onthe 2007 results. Chip Goodyear, former Chief Executive Officer makes a few brief comments. Don Argus, Chairman, BHP Billiton Thank you Chip. This is an appropriate time for me to make a few comments about Chip's legacy asthe Chief Executive of BHP Billiton. Chip was thrust into the Chief Executive's role in January 2003. The Board saw that he quickly realised people were the intellectual assets thatmake things happen. Working with a talented group of people, Chip produced not only a remarkablefinancial outcome, but also a company that is acclaimed for its work in theenvironmental area, its community engagement and as a preferred internationalemployer. Why is this so? Chip follows good leadership principles. He has vision, he generates trust, he understands the power of diversity and thepoison of prejudice. In a world where smart solutions will always outpaceoutdated work practices, he has encouraged creativity and flexibility. As I observed in London, history will treat Chip well and on behalf of allshareholders, thank you for your achievements and contribution. Our thanks also to Elizabeth, Charlie and Adelaide for their support which wasso vital in enabling you to perform at the level you have. We wish you the very best in your future endeavours, and on behalf of all BHPBilliton's shareholders whom you have served so well over your nine years withthe Group, thank you. Now let me welcome your new Chief Executive Marius Kloppers to address you. Marius Kloppers, Chief Executive Officer, BHP Billiton Thank you Don and good morning. In saying thank you I am sure everyone here understands this means much morethan customary courtesy on this occasion. I will outline some of the future opportunities for our company and share withyou some details of the direction we will take. Before I do, however, I would like to express my thanks to Chip for the legacyhe has left. We have a company performing to high standards, a cohesive anddynamic workforce and a clear strategy for growth. All of these things are the mark of Chip's leadership of BHP Billiton. So, Chip,on behalf of us all, let me most sincerely say thank you. We will do our best tobuild on these great foundations. In saying this, let me start with safety performance. It is our number onepriority - nothing matters more than ensuring all our operations and our peopleare safe. Which is why as Chief Executive, I am personally devastated that six people havelost their lives while working for BHP Billiton since July this year. As the Chairman has mentioned, on Friday the 16th of November, a helicopter onBHP Billiton business crashed in Africa, about 80 kilometres from our diamondsexploration project in north eastern Angola. Tragically, none of the five passengers survived. Amongst the deceased was our Chief Operating Officer in Angola, David Hopgood,who also served as the Australian Consul General in Angola. The other deceased are Angola Technical Services Operations Manager Kevin Ayrefrom Britain, helicopter pilot Kottie Breedt from South Africa, contractor GuySommerfield from Britain, and contractor Louwrens Prinsloo from Namibia. All were highly experienced and respected colleagues and will be deeply missedby us all. We also had a fatal accident in October at our operations in Pinto Valley,Arizona. The deceased was Elmer Randolph, a heavy equipment operator, who diedafter a fall from his vehicle. On behalf of BHP Billiton I offer our deep sympathies to their families andfriends. As the Chairman has said, we cannot regard ourselves as successful until weeliminate fatalities and serious injuries from our operations. We remain absolutely committed to our journey towards Zero Harm and the onlyacceptable result is zero fatalities. All of us at BHP Billiton are committed toputting in place strategies and actions to achieve this. Now let me talk with you about BHP Billiton's growth pipeline and our strategy. Under Chip's leadership we have seen commodity volumes grow by 55% over the pastsix years. That growth has been achieved largely through the completion of 33 organicgrowth projects in that period, at a cost of about $23 billion. And of course wemade the WMC acquisition and several other smaller acquisitions. Looking forward, this current financial year will be very exciting in terms ofthe number of growth projects coming on-line. We are expecting a 9% furthergrowth in volumes from 2007 to 2008. You will be familiar with the project pipeline that we have shown you in thepast to indicate the number of growth opportunities we have over future years. In that pipeline we have 33 projects, representing about $21 billion in futureinvestment. The size of each bubble relates to the size of the project and thecolour relates to the commodity we are investing in. I would like to introduce you to a new way of looking at our pipeline in orderto show you some of the longer term growth that we have got in our portfolio. BHP Billiton has an unparalleled set of growth options. What we have done here is take the funnel of growth projects and divided thatinto three sections. On the right we have projects already approved and that arebeing developed. The 19 projects in this section represent $14.3 billion ofexpenditure. In the middle section, we have projects in their final stage of evaluation -what we call feasibility - before being approved. There are currently 14projects at this stage, representing another $6.6 billion of investment. Then on the left-hand side, we are showing what we call future options. Thesefuture options are a selection of the projects that we are looking at and thatwe have control over. Not all these options will manifest in exactly the way that we are viewing themtoday, but together they represent more than $50 billion of investment, based onwhat we currently know. Based on these sets of options that we own, we expect to be able to maintain orexceed the growth rates we have shown in the last six years. It is worth noting that many of these growth options are low-risk, fastexpansions of existing operations - like the Western Australia iron ore assets,our metallurgical coal assets, the petroleum operations in the Gulf of Mexico,Escondida in Chile, Olympic Dam here in South Australia, Cerro Matoso inColombia, Worsley in Western Australia and other major assets around the globe. No other company has this growth pipeline. No other company has this pre-eminentresource position. I would like to set out what I see as the priorities for the business. The starting point is that we are sticking to our strategy, staying with aproven formula. Our strategy will continue to be to operate upstream, long-life,low-cost, expandable, high-margin, export-oriented assets, diversified bycommodity and geography. This strategy has served us extremely well over the last six years and I believeit is an appropriate foundation for us going forward. Our proposal to combine BHP Billiton with Rio Tinto fits well with thisstrategy; so well, in fact, we describe it as compelling. We believe that there are three main reasons why Rio Tinto should engage with uson this proposal: 1. It is founded on a widely acknowledged rationale and logic. 2. It comes at a time when the world is hungry for resources. We are living through a globally significant event of urbanization and industrialisation. In China, for example, our studies indicate hundreds of millions of people are moving to the cities. Our proposal can accelerate the rate of resource development to help meet the increasing demand. 3. Our proposal identifies unique synergies made possible by the locations of the two companies' key mineral basins, assets and infrastructure. So the proposal unlocks value for both sets of shareholders and unblocks supply lines for our customers. Put simply, our customers will see more product, more quickly. You may be aware that I have spent the last two weeks visiting investors andcustomers around the world. Overwhelmingly, investors see the logic in ourproposal. We have engaged in open dialogue with our customers to explain ourproposal and the benefits we believe it offers them. We have also begun talking to them about issues of concern. We know ourcustomers well and we will continue to talk with them about these and otherissues. Many already see the logic of our proposal and the benefits of more product tomarket, more quickly. The bottom line here is simple - these two companies are worth more togetherthan apart. It is not a question of us needing them or them needing us. This isabout unlocking value for both sets of shareholders that neither company canaccess on its own. We remain hopeful that Rio Tinto will engage with us on this important proposalwhich is about creating additional value for shareholders of both companies. In the meantime our focus is to run all our assets at their full potential andto do so safely in line with our environmental responsibilities while meetingour commitments to the communities where we operate. If we continue to do thiswell, we will continue to generate the cash that underpins all our other plansand that allows us to invest throughout the economic cycle. Our second priority is to accelerate those options in the portfolio that I haveshown you and, in particular, focus on the larger opportunities. So, put simply, we will have the same strategy but with even more focus and morespeed, so that you, our shareholders reap the rewards of this new marketenvironment. Thank you. Don Argus, Chairman, BHP Billiton Thank you Marius. Before we turn to some issues shareholders have raised, let me make a generalcomment on sustainability. To us sustainability is about development which meets the needs of the presentwithout compromising the ability of future generations to meet their own needs. If you then link sound sustainability performance with long term businessviability, you have a basic building block of BHP Billiton's strategicdirection. At BHP Billiton we provide the vital materials that enable continued economicgrowth. Those materials are critical to the lives of billions of people in developingcountries. At the same time, many people and many communities depend on us for much oftheir income. We recognize that the community benefits of our business could be undermined ifwe fail to effectively manage the environmental and social aspects of ouroperations. To mitigate this risk we ensure that all our operations meet the same highstandards wherever we operate. That means before we commence project development, we complete detailedenvironmental and social impact statements, including extensive communityengagement. With that short preamble, I will now deal with the first matter raised byshareholders, that is, climate change. Let me be unequivocal. We understand that climate change is a major global challenge and we arecommitted to playing our part. In June this year we formalised a policy statement which outlined the actions weare taking on climate change. For more than ten years we have actively worked to manage our greenhouse gasemissions. In 1995, we established our first set of five year targets. During that periodwe achieved a 12% improvement against a target of 10%. In 2002, we set a new target for a further 5% improvement. Once again, weexceeded that, achieving a 6% reduction in our emissions intensity by June thisyear. In setting new targets to take us forward, we recognise that our main objectiveis to reduce the greenhouse gas emissions generated from the process ofextracting and refining our products. We have set ourselves a target of a 6% reduction in greenhouse gas emissions perunit of production, and a 13% reduction in energy use per unit of production by2012. The other way we can make a difference is to help fund the research into, anddevelopment of, low emissions technology. Between 2008 and 2012 we will provide up to $300 million to support this areaand other energy efficiency initiatives, including research into, anddevelopment of, clean coal technologies. We will work with government and non-government partners to increase the valueof this investment. This $300 million investment is on top of the $290 millionwe spend each year on environmental programs. Coal as you are aware is a big contributor to greenhouse gas emissions. That said, there is no question that coal will continue to be one of the world'smain sources of energy over future decades because coal is a relatively cheapsource of electricity generation. It is also attractive from the point of view of energy security. It isrelatively abundant and many countries have their own supplies. This slide shows the projected global growth in the use of various energysources from 2004 to 2030. You can see that the use of coal is expected to increase despite an increase inthe use of all other energy sources. A key solution in relation to coal therefore lies in technology and developingways to reduce or capture its greenhouse gas emissions. It is imperative that governments around the world form partnerships withbusinesses and communities to take active measures to support the development ofthese technologies. At last year's meeting, I also made the point that all forms of energy, fromfossil fuels to solar, oil and nuclear, have advantages and disadvantages. Nothing has changed.It is up to governments and their citizens to find the trade-offs they are prepared to make when they decide on theenergy sources they will use.The debate over nuclear energy and its role in mitigating the impact of fossil fuel energy on climate change continues.We welcome that debate and as some of you will have seen reported in the media, a small number of our shareholders haveexpressed the view that we should leave the Olympic Dam uranium in the ground. While we are not obliged to accept their request for a formal resolution on the issue, I would like to make thefollowing comments on Olympic Dam and nuclear power generally.Some critics say that the benefits of using nuclear power are outweighed by the lifecycle emissions of mining,converting and enriching the uranium to produce fuel rods. This is not the case. The savings in emissions from using uranium to fuel power stations greatly exceed the emissionsassociated with the uranium lifecycle.The direct and indirect emissions that are associated with a range of different power stations are shown in this slide. Direct emissions, shown in green, are associated with the burning of fossil fuels in coal, oil and gas fired powerstations. The indirect emissions shown in white are the lifecycle emissions associated with mining and producing fuels andbuilding power stations. As you can see, nuclear power stations have no direct emissions of carbon dioxide and the indirect emissions from themining and production of the fuel rods and other parts of the lifecycle are also relatively low and in the same order asrenewable energy.Let me return to Olympic Dam, I would like to give an overview of how we are managing another very important resource -water.Our operation currently uses water from the Great Artesian Basin which is pumped from well fields up to 200 kilometresnorth-east of Olympic Dam. In the past 12 months our average daily water pumping rate fell by 5% and was more than 20%below our licensed limit. Even so, we are acutely aware that water is a scarce resource, so how are we ensuring our water use is sustainable? The first thing we do is to ensure that we use water as efficiently as possible. We have a group of engineers dedicated to identifying and implementinginitiatives that reduce water consumption. Secondly, we have sought to assist the local pastoral community to use waterfrom the Basin more effectively. In partnership with the Federal and South Australian Governments, we aresupporting a program to rehabilitate bores and associated drains in the region. By constructing pipes, tanks and stock watering troughs to replace open soildrains, we can save as much as 95% of the water from each bore. The total amount of water being saved each year from these initiatives is morethan Olympic Dam's total annual consumption. While we are doing everything possible to ensure water in the Olympic Dam regionis used as efficiently as possible, the expanded operations will requiresignificant additional water resources. Securing a future water supply that meets the projected demand without resultingin adverse impacts on the environment remains a significant challenge. Our preferred option at this stage is to establish a desalination plant in theUpper Spencer Gulf to supply desalinated sea water. This would be a substantial undertaking, but it is not something new for us. Wehave considerable relevant experience operating a large desalination plant forour Escondida Copper mine in Chile. At Olympic Dam, we are in the process of preparing an Environmental ImpactStatement that will address all the key environmental and social issues,including water use. Let me now talk about how we work with communities. As well as the moral and ethical issues involved, it makes sound commercialsense that the communities with which we work, value our citizenship and benefitfrom our success. Marius talked about our growth opportunities. Many of these are undevelopedresources in remote regions throughout the world. The governments and communities of many of these regions recognise that resourcedevelopment can dramatically improve their economic and social growth. But they also realise that they need to make the right choice of industrypartner. The best way we can demonstrate why BHP Billiton should be the partner of choiceis to point to our track record in the communities where we operate. I want to now play a video to give you a glimpse of the way we work with thecommunities in which we operate. A video was played Now, if you would like further information on the way we work with our hostcommunities, please pick up a copy of our latest community report "Yesterday,Today, Tomorrow" while you are having your refreshments. Before I move to the formal items of business let me give you an idea of thebroad economic outlook and how we see likely demand for our products in thefuture. Overall, despite the challenges being faced by the global economy, particularlyin US credit markets, demand for our products remains strong. We expect the growth in China's economy that has become such a feature of thepast few years to continue. Chinese growth is resource intensive and, as Marius mentioned, it represents astep-change in resource demand. While we've been talking about China for several years now, India has somefundamental drivers that are quite similar. We see India as being 10 to 15 years behind China from a development point ofview, but as you can see from this slide, they have begun that journey. This growth is happening after a long period of under-investment by our industryand it is creating shortages in just about all the commodities that we produce. As producers around the world try to meet growing demand, pressure on costcontinues and therefore the cost of supplying our products increases. Combined with higher energy prices and the lower relative value of the USdollar, this is likely to have a flow on effect to commodity prices generally. So, in the short term at least, we expect commodity prices to stay high andvolatile. You've seen our growth pipeline and the many options we have to meet thisongoing strong global demand. We look forward to continuing to build on theseexciting opportunities. The ordinary business of the meeting was conducted. In closing the meeting, let me say again that the results for the 2007 financialyear are an indication of the strength of the BHP Billiton Group. BHP Billiton is in excellent financial shape. We have very strong cash flows and margins, outstanding leadership, a committedworkforce and an impressive pipeline of growth projects. Your Board andmanagement are focused on ensuring that shareholders, our employees and thecommunities in which we operate share in our success. We have a unique opportunity to make this company even better. So let me make a final comment about our proposal to combine BHP Billiton withRio Tinto. We agree that these two companies are very good companies on their own, theyhave already created a significant amount of value in the past and wouldcontinue to do so in the future. But the main point is that they are worth muchmore together than apart. Let me conclude by saying that this proposal makes strategic and economic sensefor both our two companies and makes sense for our customers. Most importantly our approach to Rio Tinto is founded on the Board's firm beliefthat our proposal, if implemented, will be value enhancing for all shareholdersand will create a company that will meet the challenges of a very differentworld. Your Board has sought and will continue to seek to engage in discussions withRio Tinto with a view to obtaining the support and recommendation of its Boardfor this proposal. We will keep you informed and report to you on material developments. Thank-you for attending. I invite you to join us for refreshments. Please don't forget to place your voting papers in the boxes beside the exit asyou leave. The BHP Billiton Limited poll will close in 10 minutes and the BHP Billiton Plcpoll will close shortly after to allow sufficient time for the votingarrangements under our Dual Listed Company structure to be completed. Thank you END OF SPEECH Disclaimer In connection with BHP Billiton's proposed combination with Rio Tinto by way ofthe proposed Schemes of Arrangement (the "Schemes"), the new BHP Billiton sharesto be issued to Rio Tinto shareholders under the terms of the Schemes have notbeen, and will not be, registered under the US Securities Act of 1933, asamended, or under the securities laws of any state, district or otherjurisdiction of the United States, and no regulatory clearances in respect ofthe new BHP Billiton shares have been, or (possibly with certain limitedexceptions) will be, applied for in any jurisdiction of the United States. It isexpected that the new BHP Billiton shares will be issued in reliance upon theexemption from the registration requirements of the US Securities Act providedby Section 3(a)(10) thereof. In the event that the proposed Schemes do not qualify (or BHP Billiton otherwiseelects pursuant to its right to proceed with the transaction in a manner thatdoes not qualify) for an exemption from the registration requirements of the USSecurities Act, BHP Billiton would expect to register the offer and sale of thesecurities it would issue to Rio Tinto US shareholders and Rio Tinto ADS holdersby filing with the US Securities and Exchange Commission (the "SEC") aregistration statement (the "Registration Statement"), which would contain aprospectus ("Prospectus"), as well as other relevant materials. No suchmaterials have yet been filed. This communication is not a substitute for anyRegistration Statement or Prospectus that BHP Billiton may file with the SEC. U.S. INVESTORS AND U.S. HOLDERS OF RIO TINTO SECURITIES AND ALL HOLDERS OF RIOTINTO ADSs ARE STRONGLY URGED TO READ THE REGISTRATION STATEMENT AND PROSPECTUSAND ANY OTHER DOCUMENTS MADE AVAILABLE TO THEM AND/OR FILED WITH THE SECREGARDING THE POTENTIAL TRANSACTION, AS WELL AS ANY AMENDMENTS AND SUPPLEMENTSTO THOSE DOCUMENTS, IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAINIMPORTANT INFORMATION. If and when filed, investors and security holders will be able to obtain a freecopy of the Registration Statement, the Prospectus as well as other relevantdocuments filed with the SEC at the SEC's website (http://www.sec.gov), oncesuch documents are filed with the SEC. Copies of such documents may also beobtained from BHP Billiton without charge, once they are filed with the SEC. Further information on BHP Billiton can be found on our Internet site:www.bhpbilliton.com Australia United KingdomSamantha Evans, Media Relations Andre Liebenberg, Investor RelationsTel: +61 3 9609 2898 Mobile: +61 400 693 915 Tel: +44 20 7802 4131 Mobile: +44 7920 236 974email: [email protected] email: [email protected] Carroll, Investor Relations Illtud Harri, Media RelationsTel: +61 3 9609 3686 Mobile: +61 417 591 938 Tel: +44 20 7802 4195 Mobile: +44 7920 237 246email:[email protected] email: [email protected] United States South AfricaTracey Whitehead, Investor & Media Relations Alison GIlbert, Investor RelationsTel: US +1 713 599 6100 or UK +44 20 7802 4031 Tel: SA +27 11 376 2121 or UK +44 20 7802 4183Mobile: +44 7917 648 093 Mobile: +44 7769 936 227email: [email protected] Email: [email protected] BHP Billiton Limited ABN 49 004 028 077 BHP Billiton Plc Registration number 3196209Registered in Australia Registered in England and WalesRegistered Office: Level 27, 180 Lonsdale Street Melbourne Registered Office: Neathouse Place London SW1V 1BH UnitedVictoria 3000 KingdomTelephone +61 1300 554 757 Facsimile +61 3 9609 3015 Telephone +44 20 7802 4000 Facsimile +44 20 7802 4111 The BHP Billiton Group is headquartered in Australia This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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