Final Director's Interest Notice - P Davies BHP Billiton Plc Registration number 3196209 Registered in England and Wales Share code: BIL ISIN: GB0000566504 Group Governance 13 April 2017 Retirement of Pat Davies as independent non-executive Director Pat Davies retired as an independent non-executive Director of BHP Billiton Limited and BHP Billiton Plc with effect from 6 April 2017. ASX Listing Rules Appendix 3Z Final Director’s Interest Notice Name of entities BHP Billiton Limited BHP Billiton Plc ABN 49 004 028 077 REG NO 3196029 We (the entities) give the ASX the following information under listing rule 3.19A.3 and as agent for the director for the purposes of section 205G of the Australian Corporations Act. Name of director Pat Davies Date of last notice 26 February 2013 Date that director ceased to be 6 April 2017 director Part 1 – Director’s relevant interests in securities of which the director is the registered holder In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust Number & class of securities Nil Part 2 – Director’s relevant interests in securities of which the director is not the registered holder In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust Name of holder & nature of interest Number & class of securities 1. Sanlam Private Investments is the 1. 24,818 ordinary shares in BHP Billiton Plc registered holder, on behalf of Pat Davies, as the beneficial owner. 2. Agulhas Nominees Pty Ltd for the 2. 2,352 ordinary shares in BHP Billiton Plc TAG Family Trust of which Pat Davies is a trustee. Part 3 – Director’s interests in contracts Detail of contract Nil Nature of interest N/A Name of registered holder N/A (if issued securities) No. and class of securities to which N/A interest relates Part 4 – Contact details Name of authorised officers Rachel Agnew responsible for making this notification on behalf of the entities Contact details Rachel Agnew Tel: +61 3 9609 3730 Fax: +61 3 9611 1044 BHP Billiton Limited ABN 49 004 028 077 BHP Billiton Plc Registration number 3196209 LEI WZE1WSENV6JSZFK0JC28 LEI 549300C116EOWV835768 Registered in Australia Registered in England and Wales Registered Office: Level 18, 171 Collins Street Registered Office: Neathouse Place Melbourne Victoria 3000 Australia London SW1V 1LH United Kingdom Tel +61 1300 55 4757 Fax +61 3 9609 3015 Tel +44 20 7802 4000 Fax +44 20 7802 4111 Members of the BHP Billiton Group which is headquartered in Australia PAT DAVIES: SECTION 430 (2B) COMPANIES ACT 2006 STATEMENT BHP Billiton Limited and BHP Billiton Plc confirm that Pat Davies retired as a non-executive Director of the Company with effect from 6 April 2017. The following information is provided in accordance with section 430 (2B) of the UK Companies Act 2006: The Company's Remuneration Report for the financial year ending 30 June 2017 will include the remuneration earned by Mr Davies during his appointment as a non-executive Director for the financial year ending 30 June 2017. Mr Davies has not and will not receive any remuneration payments upon ceasing to be a Director of the Company other than the Company’s normal fees for an independent non- executive Director and fees for membership of the Remuneration Committee and the Sustainability Committee payable for the period from 1 July 2016 to 6 April 2017. Sponsor: UBS South Africa (Pty) Limited Date: 13/04/2017 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.