Please find attached, for the information of your markets, a notice in the form (Appendix 3D) required by the Listing Rules of the Australian Stock Exchange advising of a change to the BHP Billiton Limited on-market share buy-back program. The program has been extended by 12 months to 30 September 2006. In addition, the maximum number of shares that may be purchased by BHP Billiton Limited under the buy-back program has been increased from 186 million to 358 million. The increased number represents less than 10 percent of the issued share capital of BHP Billiton Limited at 30 June 2005, and is now consistent with BHP Billiton Plc`s authority to purchase up to approximately 10 percent of its issued share capital. Previously up to 186 million shares could be bought back on-market under the BHP Billiton Limited program and cancelled, less the aggregate number of BHP Billiton Plc shares known to BHP Billiton Limited to have been purchased by Nelson Investment Limited since 1 July 2001. The Nelson structure was dismantled in 2001 and no further BHP Billiton Plc shares will be purchased by Nelson. Therefore, the BHP Billiton Plc shares purchased by Nelson will no longer be taken into account in determining the number of shares that may be bought back on market by BHP Billiton Limited under its program. The level of share purchases undertaken by BHP Billiton Limited will continue to remain subject to prevailing market conditions and alternative capital investment opportunities available to the Group.
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