5th Aug 2005 07:37
BHP Billiton PLC05 August 2005 5 August 2005 To:Australian Stock ExchangeLondon Stock Exchange CC:New York Stock ExchangeSwiss Stock ExchangeJSE Securities Exchange SADeutsche BankUBS Zurich Mr Carlos Cordeiro was appointed to the Boards of BHP Billiton Limited and BHPBilliton Plc as a non-executive director on 3 February 2005. Under the articlesof association and constitution of BHP Billiton, directors are required topurchase a minimum of 1,000 shares within two months of appointment. On the date of Mr Cordeiro's appointment and during the succeeding two monthperiod, all of the directors of BHP Billiton, including Mr Cordeiro, were inpossession of unpublished price sensitive information concerning the proposal tomake a takeover bid for all of the shares in WMC Resources Limited, anAustralian publicly listed mining company. A mechanism exists in the UK for a director who is required to meet ashareholding qualification, and who is also in possession of unpublished pricesensitive information, to nevertheless purchase shares to meet thatqualification. No such mechanism exists under Australian law and the Australian CorporationsAct 2001 will prohibit a Director from acquiring shares in these circumstances. At this time Mr Cordeiro, like all of the other directors of BHP Billiton,continues to be in possession of unpublished price sensitive information andwill be so until BHP Billiton releases its results for the year ended 30 June2005, which it will do on 24 August. To ensure that he did not breach the law in Australia Mr Cordeiro has notpurchased shares in BHP Billiton and, therefore, has not met the minimumshareholding qualification. Under the UK Companies Act he was required to standdown from 3 April and cannot be re-appointed until such time as he meets theshareholding qualification. Mr Cordeiro will purchase the required number of shares as soon as he ispermitted to do so under Australian law and the Board will then re-appoint him.That re-appointment is expected to occur on 25 August. K J WOODCompany Secretary 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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