Senior Executive Changes

SENIOR EXECUTIVE CHANGES

BHP Billiton today announced a series of changes to the senior management of the Company.

Graham Kerr, currently Chief Financial Officer of BHP Billiton is appointed Chief Executive Officer designate of the new company that BHP Billiton plans to form in a demerger. Graham will retire from the Group Management Committee on 1 October 2014 and will be replaced as CFO by Peter Beaven, currently President, Copper. Brendan Harris, currently Head of Group Investor Relations, has been appointed CFO designate of the new company.

Graham first joined the BHP Billiton Group in 1994 as a graduate and held various positions, including President of the Diamonds and Specialty Products business, before being appointed CFO in November 2011. Brendan joined BHP Billiton in 2010 and has led the Company's global investor relations team from London and Melbourne since 2011. He was previously Executive Director, Metals and Mining Research, at Macquarie Bank.

Peter joined BHP Billiton in 2003 and has held various positions in the Company including President Manganese and Vice President Business Development and Chief Development Officer for the Carbon Steel Materials business. He joined BHP Billiton following a previous career with UBS where he headed the Australian advisory team for resources. Peter is a registered Chartered Accountant. He will relocate to Melbourne from Santiago.

An announcement relating to Peter's replacement as President Copper will be made in due course. In the interim Edgar Basto, currently Asset President Escondida, will act in the capacity of President, Copper and, following the appointment of a permanent replacement, will take up a new role within BHP Billiton.

BHP Billiton Chief Executive Officer, Andrew Mackenzie, said: "Graham has made a significant contribution to BHP Billiton including overseeing the development of the proposed demerger announced today. He has experience across commodities and in recent years has led the finance function and businesses in Canada and South Africa with distinction. Graham is the right person to lead the new company and I am pleased that shareholders will continue to benefit from his skills and experience in his new role."

He added: "Peter has delivered very strong results in leading our Copper business through a period of significant gains in safety, productivity and performance. He brings very strong financial experience and expertise to his new role as CFO of BHP Billiton."

BHP Billiton today also announced that Karen Wood will retire from the Group Management Committee effective today. Karen joined BHP Limited as Company Secretary in June 2001 shortly before the BHP and Billiton merger. Over her 13 years with the Group she has held a variety of roles including leading the global Human Resources and Corporate Affairs functions. She joined the Office of Chief Executive (later the Group Management Committee) in 2006.

In announcing Karen's retirement, Mr Mackenzie acknowledged the significant and enduring contribution that Karen has made to BHP Billiton. "In her time with the Company, Karen has supported each chief executive, worked on all leadership transitions and been intimately involved in every corporate transaction and significant development within the organisation. She has provided invaluable counsel to all of us and to the Board throughout - and has given me personally insightful and helpful guidance as I moved into the role of CEO.

"Karen leaves having put in place world-class Human Resources and Corporate Affairs processes and teams. She also led the headquarters of the Company back to its original home in Collins Street in Melbourne and to a wonderful building that both recognises our heritage and promotes our modern culture. Karen's professionalism and commitment to the organisation and its people will be sorely missed. While Karen is retiring from her executive role she will continue to support me and the Board for some time on several matters including the demerger announced earlier today."

Further information on BHP Billiton can be found at: www.bhpbilliton.com.