South32 Demerger Implemented

SOUTH32 Demerger implemented

BHP Billiton is pleased to announce that the implementation of the demerger of South32 from BHP Billiton was completed today.

Shares in South32 Limited have been distributed to eligible BHP Billiton shareholders. The number of South32 ordinary shares on issue was 5,323,762,901 as at 25 May 2015.

Holding statements will be dispatched to shareholders by early June 2015.

Commencement dates for normal settlement trading of South32 shares on the ASX and LSE, in addition to regular way trading of South32 ADSs in the over-the-counter market, are expected to occur as outlined in the Shareholder Circular dated 16 March 2015 in relation to the demerger of South32 by BHP Billiton(1). Normal settlement trading on the JSE commenced on 18 May 2015.

South32's share registries are managed by Computershare Investor Services (Computershare). South32 shareholders should contact Computershare with any questions regarding their shareholding on:

· Principal share registry - Australia: 1800 019 953 (within Australia) or +61 3 9415 4169 (outside Australia)

· Branch share registry - South Africa: 011 373 0033 (within South Africa) or +27 11 373 0033 (outside South Africa)

· Depositary Interests registry - United Kingdom: 0870 873 5884 (within UK) or +44 870 873 5884 (outside UK).

Further information on BHP Billiton can be found at: www.bhpbilliton.com. Further information on South32 can be found at: www.south32.net.

(1) Available on the BHP Billiton website at www.bhpbilliton.com/demerger.