Supplemental Prospectus
BHP BILLITON FINANCE LIMITED
(incorporated with limited liability in Australia)
BHP BILLITON FINANCE PLC
(incorporated with limited liability in England and Wales)
€20,000,000,000
Euro Medium Term Note Programme
guaranteed
in respect of Notes issued by BHP Billiton Finance Limited
by
BHP BILLITON LIMITED
(incorporated with limited liability in Australia)
and guaranteed in respect of Notes issued by BHP Billiton Finance Plc
by
BHP BILLITON PLC
(incorporated with limited liability in England and Wales)
This Supplemental Prospectus constitutes a supplementary prospectus for the purposes of
Section 87G of the Financial Services and Markets Act 2000 (“FSMA”) and is prepared in
connection with the €20,000,000,000 Euro Medium Term Note Programme (the “Programme”)
of BHP Billiton Finance Limited and BHP Billiton Finance Plc.
This Supplemental Prospectus is supplemental to the Prospectus dated 9 November 2012
relating to the Programme (the “Prospectus”) and should be read in conjunction with the
Prospectus. Terms defined in the Prospectus have the same meaning when used in this
Supplemental Prospectus.
The purpose of this Supplemental Prospectus is to (a) incorporate by reference into the
Prospectus the BHP Billiton Group’s unaudited consolidated financial statements for the half
year ended 31 December 2012; (b) update the Prospectus to note that Marius Kloppers will
retire as Chief Executive Officer on 10 May 2013 and that Andrew Mackenzie will succeed him
on that date; (c) update the Prospectus to note the agreement to sell the BHP Billiton Group’s
8.33 per cent. interest in the East Browse Joint Venture and 20 per cent. interest in the West
Browse Joint Venture; (d) update the section entitled “Business of the BHP Billiton Group” of
the Prospectus to note that the BHP Billiton Group has completed the sale of its diamonds
business; and (e) update the Prospectus to note changes to the composition of, and allocation
of responsibilities within, the Group Management Committee.
This Supplemental Prospectus has been approved by the United Kingdom Financial Conduct
Authority, which is the United Kingdom competent authority for the purposes of Directive
2003/71/EC (the “Prospectus Directive”) and relevant implementing measures in the United
Kingdom, as a supplement to the Prospectus. The Prospectus constitutes a base prospectus
prepared in compliance with the Prospectus Directive and relevant implementing measures in
the United Kingdom for the purpose of giving information with regard to the issue of Notes under
the Programme.
Each of BHP Billiton Finance Limited, BHP Billiton Finance Plc, BHP Billiton Limited and BHP
Billiton Plc (each an “Obligor”) accepts responsibility for the information contained in this
Supplemental Prospectus. To the best of the knowledge of each Obligor (each having taken all
reasonable care to ensure that such is the case) the information contained in this Supplemental
Prospectus is in accordance with the facts and does not omit anything likely to affect the import
of such information.
To the extent that there is any inconsistency between (a) any statement in this Supplemental
Prospectus or any statement incorporated by reference into the Prospectus by this
Supplemental Prospectus and (b) any other statement in, or incorporated by reference into, the
Prospectus, the statements in (a) above shall prevail.
If any documents which are incorporated by reference themselves incorporate any information
or other documents therein, either expressly or implicitly, or direct the reader to external
websites, such information, other documents or external websites will not form part of this
Supplemental Prospectus or the Prospectus for the purposes of the Prospectus Directive except
where such information, other documents or external websites are specifically incorporated by
reference in, attached to, or included in this Supplemental Prospectus.
Save as disclosed in this Supplemental Prospectus, no significant new factor, material mistake
or inaccuracy relating to information included in the Prospectus has arisen or been noted, as the
case may be, since the publication of the Prospectus.
PUBLICATION OF INTERIM FINANCIAL STATEMENTS
On 20 February 2013, the BHP Billiton Group published its unaudited consolidated financial
statements for the half year ended 31 December 2012. A copy of those unaudited financial
statements has been filed with the Regulatory News Service and the National Storage
Mechanism and, by virtue of this Supplemental Prospectus, those interim financial statements
are incorporated in, and form part of, the Prospectus.
CHANGES TO THE BOARD OF BHP BILLITON PLC AND BHP BILLITON LIMITED
On 20 February 2013, the BHP Billiton Group announced that Marius Kloppers will retire as
Chief Executive Officer and as a director of BHP Billiton Plc and BHP Billiton Limited on 10 May
2013. Andrew Mackenzie will succeed him as Chief Executive Officer and become a director of
BHP Billiton Plc and BHP Billiton Limited on 10 May 2013.
SALE OF INTEREST IN EAST AND WEST BROWSE JOINT VENTURES
On 12 December 2012, the BHP Billiton Group announced that it had signed a definitive
agreement with PetroChina International Investment (Australia) Pty Ltd to sell its 8.33 per cent.
interest in the East Browse Joint Venture and 20 per cent. interest in the West Browse Joint
Venture, located offshore Western Australia, for a cash consideration of US$1.63 billion. The
transaction is subject to regulatory approval and other customary conditions.
SALE OF DIAMONDS BUSINESS
The BHP Billiton Group has completed the sale of its diamonds business, comprising its
interests in the EKATI Diamond Mine and Diamonds Marketing operations, to Dominion
Diamond Corporation (formerly Harry Winston Diamond Corporation). The purchase price was
US$500 million plus purchase price adjustments of US$53 million for a total amount paid of
US$553 million. The sale of the diamonds business to Dominion Diamond Corporation was
announced on 13 November 2012, subject to receipt of regulatory approval and other
customary closing conditions, all of which have been satisfied. Following the sale, the BHP
Billiton Group has no continuing diamonds business.
CHANGES TO THE GROUP MANAGEMENT COMMITTEE (“GMC”)
On 18 April 2013, the BHP Billiton Group announced its new senior management team which
will take effect from 10 May 2013. The GMC will comprise Andrew Mackenzie as Chief
Executive Officer, Peter Beaven as President, Copper (who will retain all of his current
responsibilities for the assets under the former Base Metals business), Tim Cutt as President,
Petroleum and Potash (from 2 July 2013) (who will retain responsibility for the Potash
development option), Dean Dalla Valle as President, Coal (who will assume responsibility for the
whole of BHP Billiton’s coal assets with the consolidation of the Metallurgical and Energy Coal
businesses), Geoff Healy as Chief Legal Counsel (from 3 June 2013), Mike Henry as President,
HSEC, Marketing and Technology, Graham Kerr as Chief Financial Officer, Daniel Malchuk as
President, Aluminium, Manganese and Nickel (who will assume responsibility for the assets that
form part of the Aluminium, Manganese and Nickel businesses), Jane McAloon as President,
Governance and Group Company Secretary, Jimmy Wilson as President, Iron Ore (who will
retain his responsibilities for the Iron Ore business) and Karen Wood as President, People and
Public Affairs.
Mike Yeager will retire from the GMC and the BHP Billiton Group on 1 July 2013. Alberto
Calderon, previously Chief Executive, Aluminium, Nickel and Corporate Development will leave
the GMC but remain as an advisor to the Chief Executive Officer. Marcus Randolph, previously
Chief Executive, Ferrous and Coal, will leave the GMC on 10 May 2013. Tom Schutte, currently
President, Manganese and Glenn Kellow, currently President, Aluminium and Nickel will work
with Daniel Malchuk on the consolidation of these businesses. Hubie van Dalsen, currently
President, Metallurgical Coal, will retire from the BHP Billiton Group.
Copies of the Prospectus and documents incorporated by reference in this Supplemental
Prospectus may be obtained (without charge) from the website of the Regulatory News Service
operated by the London Stock Exchange at:
http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html
Dated: 19 April 2013.