18
Impact of South32 Demerger on Shareplus and Loan Shares I am continuing with BHP Billiton I will be part of South32 This communication describes the impact of the proposed Demerger of South32 by BHP Billiton in May 2015 for participants in BHP Billiton’s all-employee share plan, Shareplus, and holders of Loan Plan shares. If the Demerger does not proceed, then the operation of the plans will remain as per the original terms and conditions. All dates are indicative only and are subject to change. Information about the Demerger of South32 by BHP Billiton can be found on the employee portal. Please click on the box below that applies to you. or

I am continuing with BHP Billiton - Shareplus: the all ...bhpbshareplus.com/sites/default/files/shareplus-demerger...I am continuing with BHP Billiton Solium contact details Shareplus

  • Upload
    lehuong

  • View
    215

  • Download
    0

Embed Size (px)

Citation preview

Page 1: I am continuing with BHP Billiton - Shareplus: the all ...bhpbshareplus.com/sites/default/files/shareplus-demerger...I am continuing with BHP Billiton Solium contact details Shareplus

Impact of South32 Demerger on Shareplus and Loan Shares

I am continuing with BHP Billiton

I will be part of South32

This communication describes the impact of the proposed Demerger of South32

by BHP Billiton in May 2015 for participants in BHP Billiton’s all-employee share

plan, Shareplus, and holders of Loan Plan shares.

If the Demerger does not proceed, then the operation of the plans will remain

as per the original terms and conditions.

All dates are indicative only and are subject to change.

Information about the Demerger of South32 by BHP Billiton can be found

on the employee portal.

Please click on the box below that applies to you.

or

Page 2: I am continuing with BHP Billiton - Shareplus: the all ...bhpbshareplus.com/sites/default/files/shareplus-demerger...I am continuing with BHP Billiton Solium contact details Shareplus

I am continuing with BHP Billiton

Solium contact details

Shareplus terminology

shareplusthe all employee share plan

Matched Shares under Shareplus 2012 will vest on 7 April 2015 as per the normal schedule, and will be provided in BHP Billiton shares as usual. Further communications on the vesting of Shareplus 2012 will be provided in late March 2015.

In all countries other than Australia, Indonesia and Singapore, BHP Billiton is required to withhold taxes on this share income and as a result some of your Matched Shares will be sold and the proceeds remitted by BHP Billiton to the relevant tax authority to cover these taxes.

For Singaporean employees, your share income will be reported in your December 2015 IR8A. Australian employees will be sent an Australian ESS Statement, including the share income, in July 2015.

Your 2012 Acquired Shares are being held by the Shareplus Nominee, and after the vesting your Matched Shares will also be held by the Shareplus Nominee. As in prior years, you can choose to sell any of these shares at any time, but you should consider the information in the tab Shares you have with the Shareplus Nominee before you decide whether you want to sell them prior to the Demerger, or hold them during the Demerger.

Shareplus 2012

< Back

Shareplus 2012

Shareplus 2013 and Shareplus 2014

Shareplus 2015

Shares you have with the Shareplus Nominee

Shareplus timeline for employees continuing with BHP Billiton

Loan Shares

Page 3: I am continuing with BHP Billiton - Shareplus: the all ...bhpbshareplus.com/sites/default/files/shareplus-demerger...I am continuing with BHP Billiton Solium contact details Shareplus

Solium contact details

Shareplus terminology

shareplusthe all employee share plan

Shareplus 2013 and Shareplus 2014

Shareplus 2013 and Shareplus 2014 will vest as per the normal schedule in April 2016 and April 2017 respectively, and will be provided in the form of BHP Billiton shares.

Any Acquired Shares that you have purchased while participating in these plans will be eligible to receive South32 shares as part of the Demerger as described in the tab Shares you have with the Shareplus Nominee.

Unvested Matched Shares will not be eligible to receive shares in South32 as part of the Demerger. However, BHP Billiton’s share price after the Demerger is expected to be lower than before the Demerger, because some of the BHP Billiton Assets will be part of South32 after the demerger. Holders of Unvested Matched Shares will therefore receive an uplift in the number of BHP Billiton shares provided upon vesting of Shareplus 2013 and Shareplus 2014 Matched Shares. This uplift will reflect the reduction in BHP Billiton’s share price post Demerger, and will keep the total value of your entitlement whole as at the date of the Demerger. The shares provided in respect of the uplift will be BHP Billiton shares.

If you have participated in Shareplus 2013 and also in Shareplus 2014, you will receive an Uplift Award 2013 and an Uplift Award 2014. The number of awards in each uplifted award will be calculated using the formula below, rounded up to a whole number of awards:

The “Value” is based on the volume weighted average price of shares on the first five days following

South32’s listing on the ASX on or around 18 May 2015 (subject to any adjustment that the BHP Billiton

Board considers appropriate in the event that the relevant five-day VWAP is reasonably determined

by the BHP Billiton Board to have been distorted by an unforeseen temporary market event unrelated

to either BHP Billiton or South32).

The formula above ensures that even though Unvested Matched Shares will not be eligible to receive shares in South32 as part of the Demerger you will not be disadvantaged by the Demerger.

BHP Billiton Value + South32 Value

BHP Billiton Value

Number of Unvested Matched Shares held before the demerger

-1 x

< Back

Continued overleaf >

Shareplus 2012

Shareplus 2013 and Shareplus 2014

Shareplus 2015

Shares you have with the Shareplus Nominee

Shareplus timeline for employees continuing with BHP Billiton

Loan Shares

I am continuing with BHP Billiton

Page 4: I am continuing with BHP Billiton - Shareplus: the all ...bhpbshareplus.com/sites/default/files/shareplus-demerger...I am continuing with BHP Billiton Solium contact details Shareplus

shareplusthe all employee share plan

Shareplus 2013 and Shareplus 2014 (cont.)

Example

Sally holds the following:

- 100 Acquired Shares and 100 Unvested Matched Shares from Shareplus 2013 and

- 75 Acquired Shares and 75 Unvested Matched Shares from Shareplus 2014.

If the BHP Billiton Value was $30 and the South32 Value was $3, then Sally would receive the following Uplift Awards:

In relation to Shareplus 2013, Sally will receive an Uplift Award 2013 of:

In relation to Shareplus 2014, Sally will receive an Uplift Award 2014 of:

$30 + $3

$30-1 x 100 = 10 awards

$30 + $3

$30-1 x 75 = 8 awards

The Uplift Award 2013 will vest in April 2016 and the Uplift Award 2014 will vest in April 2017, at the same time as the related Unvested Matched Shares from Shareplus 2013 and Shareplus 2014.

The two uplift allocations will be made in late May 2015, and a notification from Solium will be sent to employees once the awards have been loaded to the Solium website - Shareworks.

As the two uplift allocations are legally considered to be new employee equity offers, a participant notification including all of the terms and conditions of the allocations (which are the same as those for the related Shareplus awards) and relevant tax information will be loaded to Shareworks. If for any reason you do not want to receive the Uplift Awards, you can choose to not accept the awards, but you will not receive any other compensation for the reduction in the value of your BHP Billiton Unvested Matched Shares as a result of the Demerger.

Example summary

Sally’s holdings post demerger will be: Shareplus 2013Acquired Shares Unvested Matched Shares Uplift Award 100 100 10

Shareplus 2014

Acquired Shares Unvested Matched Shares Uplift Award 75 75 8

(Sally will also receive 100 South32 shares in relation to her Shareplus 2013 Acquired Share holding and 75 South32 shares in relation to her Shareplus 2014 Acquired Share holding. The receipt of South32 shares is described in the tab Shares you have with the Shareplus Nominee)

Employees who have participated in Cashplus 2013 and Cashplus 2014 will receive a corresponding uplift in the form of cash units.

< Back

I am continuing with BHP Billiton

Solium contact details

Shareplus terminology

Shareplus 2012

Shareplus 2013 and Shareplus 2014

Shareplus 2015

Shares you have with the Shareplus Nominee

Shareplus timeline for employees continuing with BHP Billiton

Loan Shares

Page 5: I am continuing with BHP Billiton - Shareplus: the all ...bhpbshareplus.com/sites/default/files/shareplus-demerger...I am continuing with BHP Billiton Solium contact details Shareplus

Solium contact details

Shareplus terminology

shareplusthe all employee share plan

Shareplus 2015

Enrolment for Shareplus 2015, which typically occurs in April, will be delayed until October 2015 due to the Demerger. As this delay occurs before BHP Billiton shareholders will vote on the Demerger in May 2015, it will continue to apply even if the Demerger is not approved. Enrolment for Shareplus 2016 will revert to the normal schedule and occur in April 2016. All Shareplus 2015 awards will be provided in BHP Billiton shares, and will vest as per the normal schedule in April 2018.

Current Shareplus 2014 participants

Employees currently participating in Shareplus 2014 will automatically roll over into Shareplus 2015 and continue to contribute to Shareplus at their current contribution rate. As per the normal schedule, contributions made to Shareplus to the end of May 2015 will be applied to Shareplus 2014, and those made from the beginning of June 2015 will be applied to Shareplus 2015.

When enrolment opens in October 2015, you will have the opportunity to change the amount you are currently contributing, up to the Shareplus 2015 maximum in each country. Contributions to Shareplus 2015 will end in May 2016, as per the normal Shareplus schedule.

If you do not want to contribute to Shareplus 2015 at your existing Shareplus 2014 contribution rate, you can withdraw at any time (by contacting Solium), and re-enrol in Shareplus 2015 as a new participant in October 2015 as described below.

Employees not participating in Shareplus 2014

For employees not currently contributing to Shareplus 2014, there will be an opportunity to enrol as a new participant in Shareplus 2015 in

October 2015. New enrolments will be able to contribute at “double” the normal contribution rate until May 2016. The total amount that you can contribute to Shareplus 2015 will therefore be the same as if you had been able to enrol in April 2015. You will still need to meet the eligibility criteria (please refer to the Shareplus website for more information under the subheading - Participating in Shareplus, Eligibility). More information on the October 2015 enrolment will be provided to all employees in September 2015.

Shareplus 2015 minimum and maximum contribution amounts

For all employees participating in Shareplus 2015, the minimum and maximum contribution amounts will be the same as if enrolment had been available in April 2015.

These are based on a maximum amount of USD 5,000 and a minimum amount of USD 200, converted for each contribution currency using foreign exchange rates as at 1 February 2015. The Shareplus 2015 contribution limits for each currency will be published in April 2015 and will apply for each currency the whole Shareplus 2015 plan year.

Current employees participating in Shareplus 2014, whose contributions automatically roll over into Shareplus 2015, may need to adjust their contribution level in October 2015 to remain within the Shareplus 2015 minimum and maximum limits (or to take advantage of any increased maximum amount available). Contribution rates will be automatically adjusted in October 2015 to the Shareplus 2015 maximums where employees have elected to automatically contribute at the maximum limit, with the choice of overriding the auto-maximum enrolment during the October 2015 offer period.

< Back

I am continuing with BHP Billiton

Shareplus 2012

Shareplus 2013 and Shareplus 2014

Shareplus 2015

Shares you have with the Shareplus Nominee

Shareplus timeline for employees continuing with BHP Billiton

Loan Shares

Page 6: I am continuing with BHP Billiton - Shareplus: the all ...bhpbshareplus.com/sites/default/files/shareplus-demerger...I am continuing with BHP Billiton Solium contact details Shareplus

I am continuing with BHP Billiton

Solium contact details

Shareplus terminology

shareplusthe all employee share plan

Shares you have with the Shareplus Nominee

Matched Share in April 2016 and April 2017 respectively. You only need to continue holding your Shareplus 2013 and Shareplus 2014 BHP Billiton Acquired Shares.

Once received you can take one of two actions with your South32 shares before 31 August 2015:

1. You can transfer your South32 shares through Shareworks into your name on the ordinary share register of South32 (with Computershare); or

2. You can sell your South32 shares through Shareworks, either online or via telephone.

Any transfer or brokerage costs for your transfer or sale (incurred in Shareworks) will be paid for by BHP Billiton.

If you do not complete one of these actions before 31 August 2015, your South32 shares will automatically be transferred into your name on the South32 ordinary share register (with Computershare).

Tax information about the provision of South32 shares will be available on the Shareworks website (https://BHPB.solium.com) and you will be notified by Solium when you are able to view your South32 shares.

If your address on the Solium website is in any other country, the Shareplus Nominee will receive South32 shares on your behalf, but due to securities and legislative requirements they will not be able to transfer these shares to you. The Shareplus Nominee will instead sell all of your South32 shares on receipt, and will forward the proceeds of the sale to you. Brokerage costs for the sale will be paid for by BHP Billiton.

Any Acquired Shares and Vested Matched Shares that you have purchased or received under Shareplus, and have not since sold, are held on your behalf by the Shareplus Nominee. All of these shares are ordinary shares in BHP Billiton, and will be treated like other ordinary shares in terms of the Demerger.

This has two impacts:

1) You will be able to vote on the proposed Demerger in May 2015; and

2) You will receive one South32 share for every ordinary BHP Billiton share that you hold at the time of the Demerger.

1) Voting on the Demerger Resolution

You will be able to direct the Shareplus Nominee how to vote on your behalf on the proposed South32 Demerger at the relevant BHP Billiton Shareholder Meeting. Voting Intention Forms will be made available through Solium to eligible employees from 17 March 2015 and you will be able to direct your vote either online or via telephone.

2) In-specie dividend of South32 shares

If your address on the Solium website is in one of the eligible countries below you will receive one South32 share for every share that the Shareplus Nominee holds on your behalf. Your South32 shares will be received by the Shareplus Nominee during the week of 25 May 2015 and will be able to be viewed in your Shareworks portfolio later that week.

Where you receive South32 shares in relation to Shareplus 2013 or Shareplus 2014 Acquired Shares, you do not need to retain the South32 shares with the Shareplus Nominee to receive the Vested

< Back

Eligible Countries: Australia, the United Kingdom, South Africa, the United States, Alderney, Canada, Chile, France, Guernsey, Hong Kong, Ireland, Isle of Man, Jersey, Lesotho, Malaysia, Namibia, New Zealand, Singapore and Swaziland.

Shareplus 2012

Shareplus 2013 and Shareplus 2014

Shareplus 2015

Shares you have with the Shareplus Nominee

Shareplus timeline for employees continuing with BHP Billiton

Loan Shares

Page 7: I am continuing with BHP Billiton - Shareplus: the all ...bhpbshareplus.com/sites/default/files/shareplus-demerger...I am continuing with BHP Billiton Solium contact details Shareplus

I am continuing with BHP Billiton

Solium contact details

Shareplus terminology

shareplusthe all employee share plan

Shareplus timeline for employees continuing with BHP Billiton

March 2015

April 2015

May 2015

June 2015

August 2015

April 2016

October 2015

May 2016

Week of the 17th – Demerger Voting Intention Form available.

1st – Shareplus 2014 contributions rollover, and are applied to Shareplus 2015.

31st – Last day to transfer or sell South32 shares in Shareworks, before they are automatically released into your name.

1st - 30th – Shareplus 2015 enrolment open.

1st - 29th – Shareplus 2016 enrolment open.

7th – Shareplus 2013 vests.

31st – Shareplus 2015 contributions end.

All dates subject to change.

6th – Shareholder vote on South32 demerger.

Week of the 18th – Calculation of the Value of BHP Billiton and Value of South32 for the Uplift Awards.

Week of the 25th – Receive South32 shares in your Shareworks account. Receive Uplift Awards in relation to Unvested Matched Shares.

1st – Shareplus 2015 enrolment deferred to October 2015.

7th – Shareplus 2012 vests.

< Back

Shareplus 2012

Shareplus 2013 and Shareplus 2014

Shareplus 2015

Shares you have with the Shareplus Nominee

Shareplus timeline for employees continuing with BHP Billiton

Loan Shares

Page 8: I am continuing with BHP Billiton - Shareplus: the all ...bhpbshareplus.com/sites/default/files/shareplus-demerger...I am continuing with BHP Billiton Solium contact details Shareplus

I am continuing with BHP Billiton

Solium contact details

Shareplus terminology

shareplusthe all employee share plan

Loan Shares

< Back

Shareplus 2012

Shareplus 2013 and Shareplus 2014

Shareplus 2015

Shares you have with the Shareplus Nominee

Shareplus timeline for employees continuing with BHP Billiton

Loan Shares

1995 Loan Shares

You will not be holding any 1995 Loan Shares at the time of the Demerger, because the outstanding loan amount in respect of 1995 Loan Shares is repayable before that date. If you have not paid your loan by 11 May 2015, Computershare will sell enough shares to cover your loan balance, and deliver your remaining shares as ordinary fully paid shares.

Individual loan repayment reminders will be sent in March 2015, after the March dividend has been applied to the loan balance. If you have any questions regarding your Loan Shares please contact Computershare at [email protected]

1997 Loan Shares

The outstanding loan amount in respect of 1997 Loan Shares is repayable in October 2017.

Your 1997 Loan Shares are treated like other ordinary shares in BHP Billiton in terms of the Demerger. This has two impacts:

1) You will be able to vote on the proposed Demerger in May 2015; and

2) You will receive one South32 share for every 1997 Loan Share that you hold at the time of the Demerger.

1) Voting on the Demerger Resolution

You will receive a Voting Form from Computershare from 17 March 2015 for the BHP Billiton Limited Shareholder Meeting.

2) In-specie dividend of South32 shares

All holders of 1997 Loan Shares should have an Australian address on the BHP Billiton share register, and will therefore be eligible to receive one South32 share for every 1997 Loan Share. The South32 shares will be allocated to a new South32 account with Computershare. Once you have received your South32 shares you can choose whether to hold or to sell your South32 shares.

Page 9: I am continuing with BHP Billiton - Shareplus: the all ...bhpbshareplus.com/sites/default/files/shareplus-demerger...I am continuing with BHP Billiton Solium contact details Shareplus

shareplusthe all employee share plan

Solium contact details

< Back

If you have any questions or need any assistance, please contact the BHP Billiton helpdesk at Solium.

By email at [email protected]

By telephone:

I am continuing with BHP Billiton

Solium contact details

Shareplus terminology

Shareplus 2012

Shareplus 2013 and Shareplus 2014

Shareplus 2015

Shares you have with the Shareplus Nominee

Shareplus timeline for employees continuing with BHP Billiton

Loan Shares

• In Australia, call toll-free: 1800 260 907 – 10:00am to 4:00pm (AEST)

• In North America, call toll-free: 1 844 776 1597 – 6:00am to 6:00pm (MST)

• In United Kingdom, call toll-free: 08000 868 051 – 8:30am to 4:30pm (GMT)

• In South Africa, call toll-free: 0800 996 687 – 9:00am to 5:00pm (SAST)

• In Singapore, call toll-free: 800 852 3046 – 10:00am to 4:00pm (AEST)

• In Chile, call toll-free: 1 230 020 6895 – 8:00am to 2:00pm (CLST)

In other locations, call: +1 403 515 3909 – 8:00am to 8:00pm (ET)

Page 10: I am continuing with BHP Billiton - Shareplus: the all ...bhpbshareplus.com/sites/default/files/shareplus-demerger...I am continuing with BHP Billiton Solium contact details Shareplus

shareplusthe all employee share plan

Shareplus terminology

< Back

Acquired Shares

All the shares purchased with your contributions from your salary.

Vested Matched Shares

The shares provided to you when Shareplus vestings occurred in April 2010, April 2011, April 2012, April 2013 and April 2014.

Unvested Matched Shares

The shares you are yet to receive because the three-year vesting period has not finished:

• Shareplus 2012 Matched Shares – which will be provided in April 2015.

• Shareplus 2013 Matched Shares – which would normally be provided in April 2016.

• Shareplus 2014 is the current Shareplus year and your current contributions are being used to purchase 2014 Acquired Shares. Shareplus 2014 Matched Shares would normally be provided in April 2017.

Loan Shares

Loan Shares were offered under the Employee Share Plan (ESP) Loan Scheme until 1997. Current employees may still have 1995 and 1997 Loan Shares outstanding. The loans on these Loan Shares are due for repayment in May 2015 and October 2017 respectively.

In-specie dividend

A dividend paid in-kind (i.e. with shares), rather than with cash.

I am continuing with BHP Billiton

Solium contact details

Shareplus terminology

Shareplus 2012

Shareplus 2013 and Shareplus 2014

Shareplus 2015

Shares you have with the Shareplus Nominee

Shareplus timeline for employees continuing with BHP Billiton

Loan Shares

Page 11: I am continuing with BHP Billiton - Shareplus: the all ...bhpbshareplus.com/sites/default/files/shareplus-demerger...I am continuing with BHP Billiton Solium contact details Shareplus

shareplusthe all employee share plan

Shareplus 2012

< Back

Matched Shares under Shareplus 2012 will vest on 7 April 2015 as per the normal schedule, and will be provided in BHP Billiton shares as usual. Further communications on the vesting of Shareplus 2012 will be provided in late March 2015.

In all countries other than Australia, Indonesia and Singapore, BHP Billiton is required to withhold taxes on the share income and as a result some of your Matched Shares will be sold and the proceeds remitted by BHP Billiton to the relevant tax authority to cover these taxes.

For Singaporean employees, your share income will be reported in your December 2015 IR8A. Australian employees will be sent an Australian ESS Statement, including the share income, in July 2015.

Your 2012 Acquired Shares are being held by the Shareplus Nominee, and after the vesting your Matched Shares will also be held by the Shareplus Nominee. As in prior years, you can choose to sell any of these shares at any time, but you should consider the information in the tab Shares you have with the Shareplus Nominee before you decide whether you want to sell them prior to the Demerger, or hold them during the Demerger.

I will be part of South32

Solium contact details

Shareplus terminology

Shareplus 2012

Shareplus 2013 and Shareplus 2014

Shares you have with the Shareplus Nominee

Shareplus timeline for employees moving to South32

Loan Shares

Page 12: I am continuing with BHP Billiton - Shareplus: the all ...bhpbshareplus.com/sites/default/files/shareplus-demerger...I am continuing with BHP Billiton Solium contact details Shareplus

I will be part of South32

Solium contact details

Shareplus terminology

shareplusthe all employee share plan

Shareplus 2013 and Shareplus 2014

Shareplus 2013 and Shareplus 2014 would normally vest in April 2016 and April 2017, respectively. For employees continuing with South32, the Unvested Matched Shares from Shareplus 2013 and Shareplus 2014 will instead vest on or around 7 May 2015 following shareholder approval of the Demerger.

By vesting the awards on this date, the ordinary BHP Billiton shares that will arise from the vesting (after sales for withholding taxes as described below) will be held by the Shareplus Nominee on your behalf at the time of the Demerger and will be eligible for South32 shares (as described in the tab Shares that you have with the Shareplus Nominee).

Withholding taxes on vesting awards

As is usual for any Shareplus vesting, for all employees other than those in Australia, Indonesia and Singapore, BHP Billiton is required to withhold taxes on the share income from the vesting of Matched Shares. A portion of your Matched Shares will be sold to cover these taxes, and remitted by BHP Billiton to the relevant tax authority.

For Singaporean employees, your Share Income will be reported in your December 2015 IR8A. Australian employees will be sent an Australian ESS Statement including the Share Income in July 2015.

Tax guides for each country are available on Shareworks and we strongly urge you to read the guides and be aware of your tax obligations.

Example

Sally holds the following:

- 100 Acquired Shares and 100 Unvested Matched Shares from Shareplus 2013 and

- 75 Acquired Shares and 75 Unvested Matched Shares from Shareplus 2014.

On 7 May 2015, Shareplus 2013 and Shareplus 2014 will vest. At vesting there is a tax withholding requirement at Sally’s marginal tax rate of 30% on the Vested Matched Shares and the appropriate number of shares are sold to cover this obligation.

South32 shares are provided to the Shareplus Nominee on 25 May, and allocated to Sally’s Shareworks account. The number of BHP Billiton and South32 shares Sally would receive is as follows:

Acquired Shares

Unvested Matched Shares

Matched Shares sold for taxes

Vested Matched Shares after tax

Shareplus 2013

100 100 100 x 30% = 30 100 - 30 = 70

Shareplus 2014

75 75 75 x 30% = 23 75 - 23 = 52

Total BHP Billiton

ordinary shares

175 - - 122

Total South32 ordinary shares

175 - - 122

< Back

Shareplus 2012

Shareplus 2013 and Shareplus 2014

Shares you have with the Shareplus Nominee

Shareplus timeline for employees moving to South32

Loan Shares

Note: Australian, Indonesian and Singaporean employees would not have tax withheld during May 2015 in the above example.

Continued overleaf >

Page 13: I am continuing with BHP Billiton - Shareplus: the all ...bhpbshareplus.com/sites/default/files/shareplus-demerger...I am continuing with BHP Billiton Solium contact details Shareplus

shareplusthe all employee share plan

Shareplus 2013 and Shareplus 2014 (cont.)

Cashplus 2013 and 2014 participants

The early vesting of Shareplus 2013 and Shareplus 2014 will also apply to employees who participate in Cashplus, although the value of the Acquired Units and Vested Matched Units will be provided in cash as normal. The value of these cash units will be determined by the value of BHP Billiton shares on the vesting date, before the Demerger.

Shareplus 2014 contributions from salary

Contributions from salary to Shareplus 2014 will cease from the week of 25 May 2015. The Demerger will occur prior to the final quarterly purchase for Shareplus 2014 (at the end of June 2015), so your contributions from salary in March, April and May 2015 will be refunded to you through payroll as soon as practicable, with payments in late June or July 2015 depending on your pay cycle. You can choose to cease your contributions earlier (and have them refunded), by withdrawing from Shareplus 2014 by contacting Solium, but in this case you would not be able to participate in the June 2015 purchase if the Demerger does not go ahead.

< Back

I will be part of South32

Solium contact details

Shareplus terminology

Shareplus 2012

Shareplus 2013 and Shareplus 2014

Shares you have with the Shareplus Nominee

Shareplus timeline for employees moving to South32

Loan Shares

Page 14: I am continuing with BHP Billiton - Shareplus: the all ...bhpbshareplus.com/sites/default/files/shareplus-demerger...I am continuing with BHP Billiton Solium contact details Shareplus

I will be part of South32

Solium contact details

Shareplus terminology

shareplusthe all employee share plan

Shares you have with the Shareplus Nominee

< Back

Shareplus 2012

Shareplus 2013 and Shareplus 2014

Shares you have with the Shareplus Nominee

Shareplus timeline for employees moving to South32

Loan Shares

and you will be notified by Solium when you are able to view your South32 shares.

If your address on the Solium website is in any other country, the Shareplus Nominee will receive South32 shares on your behalf, but due to securities and legislative requirements they will not be able to transfer these shares to you. The Shareplus Nominee will instead sell all of your South32 shares on receipt, and will forward the proceeds of the sale to you. Brokerage costs for the sale will be paid for by BHP Billiton.

Transferring or selling your South32 and BHP Billiton shares

You can take one of two actions with your South32 and BHP Billiton shares before 31 August 2015:

1. You can transfer your shares through Shareworks into your name on the ordinary share register of South32 or BHP Billiton (with Computershare); or

2. You can sell your shares through Shareworks, either online or via telephone.

Any transfer or brokerage costs for your transfer or sale (incurred in Shareworks) will be paid for by BHP Billiton.

If you do not complete one of these actions before 31 August 2015, your shares will automatically be transferred into your name on the South32 or BHP Billiton ordinary share register (with Computershare).

Any Acquired Shares and Vested Matched Shares that you have purchased or received under Shareplus, and have not since sold, are held on your behalf by the Shareplus Nominee. All of these shares are ordinary shares in BHP Billiton, and will be treated like other ordinary shares in terms of the Demerger.

This has two impacts:

1) You will be able to vote on the proposed Demerger in May 2015; and

2) You will receive one South32 share for every ordinary BHP Billiton share that you hold at the time of the Demerger.

1) Voting on the Demerger Resolution

You will be able to direct the Shareplus Nominee how to vote on your behalf on the proposed South32 Demerger at the relevant BHP Billiton Shareholder Meeting. Voting Intention Forms will be made available through Solium to eligible employees from 17 March 2015 and you will be able to direct your vote either online or via telephone.

2) In-specie dividend of South32 shares

If your address on the Solium website is in one of the eligible countries below you will receive one South32 share for every share that the Shareplus Nominee holds on your behalf. Your South32 shares will be received by the Shareplus Nominee during the week of 25 May 2015 and will be able to be viewed in your Shareworks portfolio later that week.

Tax information about the provision of South32 shares will be available on the Shareworks website (https://BHPB.solium.com)

Eligible Countries: Australia, the United Kingdom, South Africa, the United States, Alderney, Canada, Chile, France, Guernsey, Hong Kong, Ireland, Isle of Man, Jersey, Lesotho, Malaysia, Namibia, New Zealand, Singapore and Swaziland.

Page 15: I am continuing with BHP Billiton - Shareplus: the all ...bhpbshareplus.com/sites/default/files/shareplus-demerger...I am continuing with BHP Billiton Solium contact details Shareplus

shareplusthe all employee share plan

Shareplus timeline for employees moving to South32I will be part of South32

Solium contact details

Shareplus terminology

Shareplus 2012

Shareplus 2013 and Shareplus 2014

Shares you have with the Shareplus Nominee

Shareplus timeline for employees moving to South32

Loan Shares

< Back

March 2015

June – July 2015

May 2015

August 2015

Week of the 17th – Demerger Voting Intention Form available.

Shareplus 2014 unspent contributions are refunded.

31st – Last day to transfer or sell South32 and BHP Billiton shares in Shareworks before they are automatically released into your name.

All dates subject to change.

6th – Shareholder vote on South32 demerger.

7th – Shareplus 2013 and Shareplus 2014 Unvested Matched Shares vest, and some may be sold for tax.

Week of the 25th – Receive South32 shares in your Shareworks account.

April 20151st – Shareplus 2015 enrolment deferred to October 2015.

7th – Shareplus 2012 vests.

Page 16: I am continuing with BHP Billiton - Shareplus: the all ...bhpbshareplus.com/sites/default/files/shareplus-demerger...I am continuing with BHP Billiton Solium contact details Shareplus

I will be part of South32

Solium contact details

Shareplus terminology

shareplusthe all employee share plan

Loan Shares

1995 Loan Shares

You will not be holding any 1995 Loan Shares at the time of the Demerger, because the outstanding loan amount in respect of 1995 Loan Shares is repayable before that date. If you have not paid your loan by 11 May 2015, Computershare will sell enough shares to cover your loan balance, and deliver your remaining shares as ordinary fully paid shares.

Individual loan repayment reminders will be sent in March 2015, after the March dividend has been applied to the loan balance. If you have any questions regarding your Loan Shares please contact Computershare at [email protected]

1997 Loan Shares

Your 1997 Loan Shares are treated like other ordinary shares in BHP Billiton in terms of the Demerger. This has two impacts:

1) You will be able to vote on the proposed Demerger in May 2015; and

2) You will receive one South32 share for every 1997 Loan Share that you hold at the time of the Demerger.

1) Voting on the Demerger Resolution

You will receive a Voting Form from Computershare from 17 March 2015 for the BHP Billiton Limited Shareholder Meeting.

2) In-specie dividend of South32 shares

All holders of 1997 Loan Shares should have an Australian address on the BHP Billiton share register, and will therefore be eligible to receive one South32 share for every 1997 Loan Share. The South32 shares will be allocated to a new South32 account with Computershare. Once you have received your South32 shares you can choose whether to hold or to sell your South32 shares.

As per the terms of the Loan Shares for all employees who leave BHP Billiton, employees who will be employed by South32 after the Demerger will be required re-pay their loans soon after leaving the BHP Billiton Group on 25 May 2015. You will receive a leaver notification from Computershare advising your repayment options for your 1997 Loan Shares, which are:

1) Repay the outstanding loan in full by forwarding the outstanding loan amount to Computershare;

2) Sell sufficient 1997 Loan Shares to pay your outstanding loan and have the remaining shares delivered to you as ordinary fully paid shares; or

3) Sell all of your 1997 Loan Shares and keep the cash balance.

You will have a month after you receive the leaver notification from Computershare to repay the loan balance before Computershare will action option (2) above by default.

< Back

Shareplus 2012

Shareplus 2013 and Shareplus 2014

Shares you have with the Shareplus Nominee

Shareplus timeline for employees moving to South32

Loan Shares

Page 17: I am continuing with BHP Billiton - Shareplus: the all ...bhpbshareplus.com/sites/default/files/shareplus-demerger...I am continuing with BHP Billiton Solium contact details Shareplus

shareplusthe all employee share plan

Solium contact details

< Back

I will be part of South32

Solium contact details

Shareplus terminology

Shareplus 2012

Shareplus 2013 and Shareplus 2014

Shares you have with the Shareplus Nominee

Shareplus timeline for employees moving to South32

Loan Shares

If you have any questions or need any assistance, please contact the BHP Billiton helpdesk at Solium.

By email at [email protected]

By telephone:

• In Australia, call toll-free: 1800 260 907 – 10:00am to 4:00pm (AEST)

• In North America, call toll-free: 1 844 776 1597 – 6:00am to 6:00pm (MST)

• In United Kingdom, call toll-free: 08000 868 051 – 8:30am to 4:30pm (GMT)

• In South Africa, call toll-free: 0800 996 687 – 9:00am to 5:00pm (SAST)

• In Singapore, call toll-free: 800 852 3046 – 10:00am to 4:00pm (AEST)

• In Chile, call toll-free: 1 230 020 6895 – 8:00am to 2:00pm (CLST)

In other locations, call: +1 403 515 3909 – 8:00am to 8:00pm (ET)

Page 18: I am continuing with BHP Billiton - Shareplus: the all ...bhpbshareplus.com/sites/default/files/shareplus-demerger...I am continuing with BHP Billiton Solium contact details Shareplus

shareplusthe all employee share plan

Shareplus terminolgy

< Back

I will be part of South32

Solium contact details

Shareplus terminology

Shareplus 2012

Shareplus 2013 and Shareplus 2014

Shares you have with the Shareplus Nominee

Shareplus timeline for employees moving to South32

Loan Shares

Acquired Shares

All the shares purchased with your contributions from your salary.

Vested Matched Shares

The shares provided to you when Shareplus vestings occurred in April 2010, April 2011, April 2012, April 2013 and April 2014.

Unvested Matched Shares

The shares you are yet to receive because the three-year vesting period has not finished:

• Shareplus 2012 Matched Shares – which will be provided in April 2015.

• Shareplus 2013 Matched Shares – which would normally be provided in April 2016.

• Shareplus 2014 is the current Shareplus year and your current contributions are being used to purchase 2014 Acquired Shares. Shareplus 2014 Matched Shares would normally be provided in April 2017.

Loan Shares

Loan Shares were offered under the Employee Share Plan (ESP) Loan Scheme until 1997. Current employees may still have 1995 and 1997 Loan Shares outstanding. The loans on these Loan Shares are due for repayment in May 2015 and October 2017 respectively.

In-specie dividend

A dividend paid in-kind (i.e. with shares), rather than with cash.