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Fri 8 Apr 2005, 15:29 Notice of Initial Substantial Shareholder
BHP Billiton Plc - Notice of Initial Substantial Shareholder                    
BHP Billiton Plc                                                                
Registration number 3196209                                                     
JSE Share Code: BIL                                                             
ISIN: GB000056650                                                               
8 April 2005                                                                    
Ms Sarah Calvert                                                                
Company Secretary                                                               
Heron Resources Limited                                                         
Dear Ms Calvert,                                                                
Notice of Initial Substantial Shareholder                                       
In accordance with Chapter 6C of the Corporations Act 2001 (Cwth), attached is  
ASIC Form 603 (Notice of Initial Substantial Shareholder) in relation to        
ordinary shares acquired by BHP Minerals Holdings Pty Ltd in Heron Resources    
Limited.                                                                        
Yours sincerely                                                                 
Ross Mallett                                                                    
Deputy Company Secretary                                                        
cc: Company Announcements Platform                                              
Australian Stock Exchange Ltd                                              
Form 603                                                                        
Corporations Act 2001                                                           
Section 671B                                                                    
Notice of initial substantial holder                                            
To  Company        Heron Resources Limited                                      
Name/Scheme                                                                     
ACN/ARSN           30 068 263 098                                               
1.   Details of substantial holder (1)                                          
Name               BHP Billiton Limited                                         
ACN/ARSN (if       49 004 028 077                                               
applicable)                                                                     
This notice is also given by BHP Billiton Limited on         
                  behalf of BHP Billiton Plc and on behalf of BHP               
                  Billiton Limited`s controlled bodies corporate (BHP           
                  Billiton Subsidiaries) and on behalf of BHP Billiton          
Plc`s controlled bodies corporate including those named       
                  in the list of 15 pages annexed to this notice and            
                  marked `A`.                                                   
The holder became a         7/4/2005                                            
substantial holder on                                                           
2.   Details of voting power                                                    
The total number of votes attached to all the voting shares in the company      
or voting interests in the scheme that the substantial holder or an             
associate (2) had a                                                             
relevant interest (3) in on the date the substantial holder became a            
substantial holder are as follows:                                              
    Class of   Number of securities       Person`s votes  Voting power          
securities                           (5)             (6)                    
    (4)                                                                         
    Ordinary    15 890 310                 15 890 310     11.19%                
    fully paid                                                                  
shares                                                                      
3.   Details of relevant interests                                              
The nature of the relevant interest the substantial holder or an associate      
had in the following voting securities on the date the substantial holder       
became a                                                                        
substantial holder are as follows:                                              
    Holder of relevant  Nature of relevant      Class and number of             
    interest            interest (7)            securities                      
BHP Minerals        Purchaser of securities  15 890 310 Ordinary            
    Holding Pty Ltd     pursuant to contract    fully paid shares               
    ACN 005 744 025     dated 7 April 2005                                      
    BHP Billiton        Taken under section                                     
Limited             608(3)(b) of the                                        
                       Corporations Act to                                      
                       have a relevant                                          
                       interest by reason of                                    
having control of BHP                                    
                       Minerals Holdings Pty                                    
                       Ltd                                                      
    Each of the BHP     Taken under section                                     
Billiton            608(3)(a) of the                                        
    Subsidiaries        Corporations Act to                                     
                       have a relevant                                          
                       interest by reason of                                    
having voting power                                      
                       (through the relevant                                    
                       interests of its                                         
                       associate, BHP Billiton                                  
Limited) above 20% in                                    
                       BHP Minerals Holdings                                    
                       Pty Ltd                                                  
4.   Details of present registered holders                                      
The persons registered as holders of the securities referred to in              
paragraph 3 above are as follows:                                               
    Holder of       Registered holder   Person entitled Class and               
    relevant        of                  to be           number                  
Interest        Securities          registered as   of                      
                                        holder (8)      securities              
    BHP Minerals    BHP Minerals        BHP Minerals    15 890 310              
    Holdings Pty    Holdings Pty Ltd    Holdings Pty    Ordinary                
Ltd                                 Ltd             fully paid              
                                                        shares                  
5.   Consideration                                                              
The consideration paid for each relevant interest referred to in paragraph      
3 above, and acquired in the four months prior to the day that the              
substantial holder                                                              
became a substantial holder is as follows:                                      
    Holder of relevant  Date of         Consideration   Class and               
Interest            acquisition     (9)             number                  
                                                        of                      
                                                        securities              
                                        Cash    Non-                            
cash                            
    BHP Minerals        7/4/2005        $0.35   Not     15 890 310              
    Holdings Pty Ltd                            applica Ordinary                
                                                ble     fully paid              
shares                  
6.   Associates                                                                 
The reasons the persons named in paragraph 3 above are associates of the        
substantial holder are as follows:                                              
Name and ACN/ARSN   Nature of association                                   
    (if applicable)                                                             
    Refer to item 3     Refer to item 3 above                                   
    above                                                                       
7.   Addresses                                                                  
The addresses of persons named in this form are as follows:                     
    Name                Address                                                 
    BHP Billiton        C/- BHP BIlliton Limited180 Lonsdale                    
Limited, BHP        Street, Melbourne, Victoria 3000                        
    Billiton Plc and                                                            
    each company listed                                                         
    in Annexure A                                                               
Signature                                                                       
print name         Ross Mallett                         capacity Deputy         
                                                                Company         
                                                                Secretary       
sign here                                               Date 8                  
                                                       April                    
                                                       2005                     
DIRECTIONS                                                                      
(1) If there are a number of substantial holders with similar or related        
    relevant interests (eg. a corporation and its related corporations, or      
    the manager and trustee of an equity trust), the names could be             
    included in an annexure to the form.  If the relevant interests of a        
group of persons are essentially similar, they may be referred to           
    throughout the form as a specifically named group if the membership of      
    each group, with the names and addresses of members is clearly set out      
    in paragraph 7 of the form.                                                 
(2) See the definition of `associate` in section 9 of the Corporations Act      
    2001.                                                                       
(3) See the definition of `relevant interest` in sections 608 and 671B(7)       
    of the Corporations Act 2001.                                               
(4) The voting shares of a company constitute one class unless divided          
    into separate classes.                                                      
(5) The total number of votes attached to all the voting shares in the          
    company or voting interests in the scheme (if any) that the person or       
an associate has a relevant interest in.                                    
(6) The person`s votes divided by the total votes in the body corporate or      
    scheme multiplied by 100.                                                   
(7) Include details of:                                                         
(a) any relevant agreement or other circumstances by which the              
       relevant interest was acquired.  If subsection 671B(4) applies, a        
       copy of any document setting out the terms of any relevant               
       agreement, and a statement by the person giving full and accurate        
details of any contract, scheme or arrangement, must accompany           
       this form, together with a written statement certifying this             
       contract, scheme or arrangement; and                                     
    (b) any qualification of the power of a person to exercise, control         
the exercise of, or influence the exercise of, the voting powers         
       or disposal of the securities to which the relevant interest             
       relates (indicating clearly the particular securities to which the       
       qualification applies).                                                  
See the definition of `relevant agreement` in section 9 of the              
    Corporations Act 2001.                                                      
(8) If the substantial holder is unable to determine the identity of the        
    person (eg. if the relevant interest arises because of an option)           
write `unknown.``                                                           
(9) Details of the consideration must include any and all benefits, moneys      
    and other, that any person from whom a relevant interest was acquired       
    has, or may, become entitled to receive in relation to that                 
acquisition.  Details must be included even if the benefit is               
    conditional on the happening or not of a contingency.  Details must be      
    included of any benefit paid on behalf of the substantial holder or         
    its associate in relation to the acquisitions, even if they are not         
paid directly to the person from whom the relevant interest was             
    acquired.                                                                   
ANNEXURE A                                                                      
BHP BILLITON SUBSIDIARIES                                                       
This is Annexure A of 15 pages referred to in the form 603, Notice of Initial   
Substantial Holder, signed by me and dated      8 April 2005.                   
sign                                                                            
here                                                                            
print   Ross Mallett -                                                          
name    Deputy Company                                                          
        Secretary                                                               
BHP Billiton Limited Companies                                                  
+---BHP Billiton Limited                                                        
  [                                                                             
  +---BHP Asia Pacific Nickel Pty Ltd                                           
  [ [                                                                           
[ +---PT Gag Nikel                                                            
  [                                                                             
  +---BHP Billiton China Limited                                                
  [ [                                                                           
[ +---County Shipping Company Limited                                         
  [   [                                                                         
  [   +---Bulkers Limited                                                       
  [                                                                             
+---BHP Billiton Diamonds Australia Pty Ltd                                   
  [                                                                             
  +---BHP Billiton Employee Plan Pty Ltd                                        
  [                                                                             
+---BHP Billiton Executive Services Company Pty Ltd                           
  [                                                                             
  +---BHP Billiton Finance (USA) Limited                                        
  [                                                                             
+---BHP Billiton Finance Limited                                              
  [ [                                                                           
  [ +---BHP Finance (USA) Inc (In Liquidation)                                  
  [ [                                                                           
[ +---BHP Finance Investments (I) Pty Ltd (In                                 
Liquidation)                                                                    
  [                                                                             
  +---BHP Billiton Innovation Pty Ltd                                           
[                                                                             
  +---BHP Billiton Investment Holdings Limited                                  
  [ [                                                                           
  [ +---BHP Billiton Petroleum Limited                                          
[ [                                                                           
  [ +---BHP Minerals Europe Limited                                             
  [ [                                                                           
  [ +---BHP Venezuela DRI Limited                                               
[                                                                             
  +---BHP Billiton Iron Ore Pty Limited                                         
  [                                                                             
  +---BHP Billiton Japan Pty Ltd (In Liquidation)                               
[                                                                             
  +---BHP Billiton Marine & General Insurances Pty Ltd                          
  [ [                                                                           
  [ +---Transition Benefits Fund Pty Ltd (In                                    
Liquidation)                                                                    
  [                                                                             
  +---BHP Billiton Named Corporation                                            
  [                                                                             
+---BHP Billiton Petroleum International Pty Ltd                              
  [ [                                                                           
  [ +---BHP Billiton (Trinidad) Holdings Limited                                
  [ [ [                                                                         
BHP Billiton Limited Companies                                                  
  [ [ +---BHP Billiton (Trinidad-3A) Limited                                    
  [ [                                                                           
  [ +---BHP Billiton Petroleum (Australia) Pty Ltd                              
[ [                                                                           
  [ +---BHP Billiton Petroleum (Bass Strait) Pty Ltd                            
  [ [                                                                           
  [ +---BHP Billiton Petroleum (International                                   
Exploration) Pty Ltd                                                            
  [ [                                                                           
  [ +---BHP Billiton Petroleum (North West Shelf) Pty                           
Ltd                                                                             
[ [ [                                                                         
  [ [ +---BHP Billiton Minerals Pty Ltd                                         
  [ [ [ [                                                                       
  [ [ [ +---BHP Iron Ore (Jimblebar) Pty Ltd                                    
[ [ [ [                                                                       
  [ [ [ +---BHP Iron Pty Limited                                                
  [ [ [ [                                                                       
  [ [ [ +---Dampier Coal (Queensland) Pty Limited                               
[ [ [ [ [                                                                     
  [ [ [ [ +---BHP Mitsui Coal Pty Limited                                       
  [ [ [ [                                                                       
  [ [ [ +---Pilbara Gas Pty Limited                                             
[ [ [                                                                         
  [ [ +---BHP Coal Pty Limited                                                  
  [ [ [ [                                                                       
  [ [ [ +---Hay Point Services Pty Limited                                      
[ [ [ [                                                                       
  [ [ [ +---Broadmeadow Mines Services Pty Limited                              
  [ [ [                                                                         
  [ [ +---BHP Petroleum (Ashmore Operations) Pty Ltd                            
[ [ [                                                                         
  [ [ +---BHP Petroleum (Tankers) Limited                                       
  [ [ [                                                                         
  [ [ +---BHP Petroleum (Tankers) Limited - Australian                          
Branch                                                                          
  [ [                                                                           
  [ +---BHP Billiton Petroleum (Pipelines Investments)                          
Pty Ltd                                                                         
[ [                                                                           
  [ +---BHP Billiton Petroleum (Victoria) Pty Ltd                               
  [ [                                                                           
  [ +---BHP Billiton Petroleum Pty Ltd                                          
[ [                                                                           
  [ +---BHP Billiton Petroleum Trading and Marketing                            
(Asia) Pte Limited                                                              
  [ [                                                                           
[ +---BHP Billiton Petroleum Trading and Marketing Pty                        
Ltd                                                                             
  [ [                                                                           
  [ +---BHP Group Resources Pty Limited                                         
[ [                                                                           
  [ +---BHP Petroleum (Argentina) SA                                            
  [ [                                                                           
  [ +---BHP Petroleum (Cambodia) Pty Ltd                                        
[ [                                                                           
BHP Billiton Limited Companies                                                  
  [ +---BHP Petroleum (Pakistan) Pty Ltd                                        
  [ [                                                                           
[ +---BHP Petroleum (U.K.) Limited                                            
  [                                                                             
  [ +---BHP Petroleum India Private Limited                                     
  [                                                                             
+---BHP Billiton Petroleum Investments (Great Britain)                        
Pty Ltd                                                                         
  [ [                                                                           
  [ +---BHP Billiton Petroleum Great Britain Limited                            
[   [                                                                         
  [   +---BHP Billiton Finance GB Limited                                       
  [   [                                                                         
  [   +---BHP Petroleum North Sea Limited                                       
[                                                                             
  +---BHP Billiton PNG Services Limited                                         
  [                                                                             
  +---BHP Billiton Shared Business Services Pty Ltd                             
[                                                                             
  +---BHP Capital No. 20 Pty Ltd                                                
  [                                                                             
  +---BHP Coal Holdings Pty Ltd                                                 
[ [                                                                           
  [ +---Illawarra Coal Holdings Pty Ltd                                         
  [   [                                                                         
  [   +---Dendrobium Coal Pty Ltd                                               
[   [                                                                         
  [   +---Endeavour Coal Pty Ltd                                                
  [   [                                                                         
  [   +---Illawarra Services Pty Ltd                                            
[                                                                             
  +---BHP Development Finance Pty Ltd                                           
  [                                                                             
  +---BHP Financial Services (UK) Limited                                       
[ [                                                                           
  [ +---Eloff Mining Company (Pty) Limited                                      
  [                                                                             
  +---BHP Holdings (USA) Inc.                                                   
[ [                                                                           
  [ +---BHP Adhill Inc.                                                         
  [ [                                                                           
  [ +---BHP Holdings (International) Inc.                                       
[ [ [                                                                         
  [ [ +---BHP (USA) Investments Inc.                                            
  [ [ [ [                                                                       
  [ [ [ +---BHP Billiton Boliviana de Petroleo Inc                              
[ [ [ [                                                                       
  [ [ [ +---BHP Minerals International Inc.                                     
  [ [ [ [ [                                                                     
  [ [ [ [ +---BHP Billition Brasil Ltda                                         
[ [ [ [ [                                                                     
BHP Billiton Limited Companies                                                  
[ [ [ [ +---BHP International Participacoes Ltda                                
[ [ [ [ [                                                                       
[ [ [ [ +---BHP Minerals Exploration Inc.                                       
[ [ [ [ [ [                                                                     
[ [ [ [ [ +---Kendilo Coal Inc.                                                 
[ [ [ [ [   [                                                                   
[ [ [ [ [   +---PT BHP Kendilo Coal Indonesia                                   
[ [ [ [ [                                                                       
[ [ [ [ +---BHP Operations Inc.                                                 
[ [ [ [   [                                                                     
[ [ [ [   +---BHP Finance (Investments) USA Inc.                                
[ [ [ [   [                                                                     
[ [ [ [   +---BHP Holdings (Operations) Inc.                                    
[ [ [ [     [                                                                   
[ [ [ [     +---BHP Billiton Petroleum (Americas) Inc                           
[ [ [ [     [ [                                                                 
[ [ [ [     [ +---BHP Billiton Brasil Investimentos Ltda                        
[ [ [ [     [ [                                                                 
[ [ [ [     [ +---BHP Billiton Petroleum (GOM) Inc                              
[ [ [ [     [ [                                                                 
[ [ [ [     [ +---BHP Billiton Petroleum Trading and                            
Marketing Inc                                                                   
[ [ [ [     [                                                                   
[ [ [ [     +---BHP Chile Inc.                                                  
[ [ [ [     [                                                                   
[ [ [ [     +---BHP Hawaii Inc                                                  
[ [ [ [     [ [                                                                 
[ [ [ [     [ +---P R I Eastern Limited                                         
[ [ [ [     [                                                                   
[ [ [ [     +---BHP Minerals Ghana Inc.                                         
[ [ [ [     [                                                                   
[ [ [ [     +---BHP Minerals International Exploration                          
Inc.                                                                            
[ [ [ [     [ [                                                                 
[ [ [ [     [ +---BHP Empreendimentos Minerais Ltda                             
[ [ [ [     [ [                                                                 
[ [ [ [     [ +---BHP Madagascar SARL                                           
[ [ [ [     [ [                                                                 
[ [ [ [     [ +---BHP Madencilik Limited Sirketi                                
[ [ [ [     [ [                                                                 
[ [ [ [     [ +---Minera BHP Billiton, S.A. de C.V.                             
[ [ [ [     [                                                                   
[ [ [ [     +---BHP Minerals Pacific Inc.                                       
[ [ [ [     [                                                                   
[ [ [ [     +---BHP Minerals Service Company                                    
[ [ [ [     [                                                                   
[ [ [ [     +---BHP Minerals Sulawesi Inc.                                      
[ [ [ [     [ [                                                                 
[ [ [ [     [ +---PT Gorontalo Minerals                                         
[ [ [ [     [                                                                   
BHP Billiton Limited Companies                                                  
  [ [ [ [     +---BHP Navajo Coal Company                                       
  [ [ [ [     [                                                                 
  [ [ [ [     +---BHP Petroleum (Exploration) Inc                               
[ [ [ [     [                                                                 
  [ [ [ [     +---BHP Venezuela Inc                                             
  [ [ [ [     [                                                                 
  [ [ [ [     +---Chaco Valley Energy LLC                                       
[ [ [ [     [                                                                 
  [ [ [ [     +---Hamilton Brothers Petroleum                                   
Corporation                                                                     
  [ [ [ [     [ [                                                               
[ [ [ [     [ +---Hamilton Brothers Corporation                               
  [ [ [ [     [ [ [                                                             
  [ [ [ [     [ [ +---Southeastern Petroleum Sales                              
Corporation                                                                     
[ [ [ [     [ [                                                               
  [ [ [ [     [ +---Hamilton Brothers Exploration                               
Company                                                                         
  [ [ [ [     [ [                                                               
[ [ [ [     [ +---The Norwegian Oil Corporation (DNO-                         
U.S)                                                                            
  [ [ [ [     [                                                                 
  [ [ [ [     +---San Juan Coal Company                                         
[ [ [ [     [                                                                 
  [ [ [ [     +---San Juan Transportation Company                               
  [ [ [ [                                                                       
  [ [ [ +---BHP Transport and Logistics (USA) Inc.                              
[ [ [   [                                                                     
  [ [ [   +---Fathom Management Corporation                                     
  [ [ [                                                                         
  [ [ +---BHP Finance (International) Inc.                                      
[ [ [                                                                         
  [ [ +---BHP Holdings International (Investments) Inc.                         
  [ [ [ [                                                                       
  [ [ [ +---BHP Escondida Inc.                                                  
[ [ [   [                                                                     
  [ [ [   +---Minera Escondida Ltda                                             
  [ [ [                                                                         
  [ [ +---BHP International Finance Corp.                                       
[ [ [ [                                                                       
  [ [ [ +---Marcona International, S.A.                                         
  [ [ [                                                                         
  [ [ +---BHP Minerals Asia Inc.                                                
[ [ [                                                                         
  [ [ +---Hamilton Oil Company Inc.                                             
  [ [   [                                                                       
  [ [   +---BHP Petroleum (U.K.) Corporation                                    
[ [                                                                           
  [ +---BHP Peru Holdings Inc.                                                  
  [   [                                                                         
  [   +---BHP Canadian Diamonds Company                                         
[   [                                                                         
  [     +---Dia Met Minerals (Africa) Limited                                   
  [                                                                             
  [   +---Global BHP Copper Ltd.                                                
[     [                                                                       
BHP Billiton Limited Companies                                                  
  [     +---BHP Billiton Tintaya SA                                             
  [                                                                             
+---BHP Minerals Holdings Pty Ltd                                             
  [ [                                                                           
  [ +---BHP Billiton CBM Investments Pty Ltd                                    
  [ [                                                                           
[ +---BHP Billiton Diamonds Inc.                                              
  [ [ [                                                                         
  [ [ +---BHP Billiton (Trinidad - 2AB) Limited                                 
  [ [ [                                                                         
[ [ +---BHP Billiton (Trinidad - 2C) Limited                                  
  [ [ [                                                                         
  [ [ +---BHP Billiton Diamonds (Belgium) N.V.                                  
  [ [ [                                                                         
[ [ +---BHP Billiton Petroleum (Angola 21) Inc.                               
  [ [ [                                                                         
  [ [ +---BHP Billiton Petroleum (Angola 22) Inc.                               
  [ [ [                                                                         
[ [ +---BHP Billiton World Exploration Inc                                    
  [ [ [                                                                         
  [ [ [ +---BHP Billiton Diamonds (Eurasia)                                     
  [ [ [                                                                         
[ [ +---BHP Petroleum (Trinidad-East Coast) Inc.                              
  [ [ [                                                                         
  [ [ +---BHP Petroleum (Otiti) Inc.                                            
  [ [ [                                                                         
[ [ +---BHP Petroleum (Tolo) Inc.                                             
  [ [ [                                                                         
  [ [ +---Point Lake Marketing Inc.                                             
  [ [                                                                           
[ +---BHP Billiton Direct Reduced Iron Pty Limited                            
  [ [                                                                           
  [ +---BHP Billiton Nickel Nouvelle Caledonie SAS                              
  [ [                                                                           
[ +---BHP Khanij Anveshana Pvt Limited                                        
  [ [                                                                           
  [ +---BHP Minerals Asia Pacific Pty Ltd                                       
  [ [                                                                           
[ +---BHP Minerals India Pvt Limited                                          
  [ [                                                                           
  [ +---PT Juloi Coal                                                           
  [ [                                                                           
[ +---PT Kalteng Coal                                                         
  [ [                                                                           
  [ +---PT Lahai Coal                                                           
  [ [                                                                           
[ +---PT Maruwai Coal                                                         
  [ [                                                                           
  [ +---PT Pari Coal                                                            
  [ [                                                                           
BHP Billiton Limited Companies                                                  
  [ +---PT Ratah Coal                                                           
  [ [                                                                           
  [ +---PT Sumber Barito Coal                                                   
[ [                                                                           
  [ +---UMAL Consolidated Pty Limited                                           
  [                                                                             
  +---BHP Minerals Norway Pty Ltd (In Liquidation)                              
[ [                                                                           
  [ +---Groote Eylandt Manganese Sales Pty Ltd (In                              
Liquidation)                                                                    
  [                                                                             
+---BHP Queensland Coal Limited - Australian Branch                           
  [ [                                                                           
  [ +---BHP Queensland Coal Investments Pty Limited                             
  [                                                                             
+---BHP Refractories Pty Ltd                                                  
  [                                                                             
  +---BHP Resources Inc.                                                        
  [ [                                                                           
[ +---BHP Holdings (Resources) Inc.                                           
  [   [                                                                         
  [   +---BHP Billiton Capital Inc.                                             
  [   [                                                                         
[   +---BHP Billiton LNG International Inc.                                   
  [   [                                                                         
  [   +---BHP Billiton Petroleum (Deepwater) Inc                                
  [   [                                                                         
[   +---BHP Copper Inc.                                                       
  [   [ [                                                                       
  [   [ +---IPS USA, Inc.                                                       
  [   [ [                                                                       
[   [ +---San Manuel Arizona Railroad Company                                 
  [   [                                                                         
  [   +---BHP Mineral Resources Inc.                                            
  [   [                                                                         
[   +---Broken Hill Proprietary (USA) Inc.                                    
  [   [                                                                         
  [   +---BHP Billiton Marketing Inc.                                           
  [                                                                             
+---BHP Titanium Minerals Pty Ltd                                             
  [ [                                                                           
  [ +---Nanegai Holdings Pty Ltd (In Liquidation)                               
  [                                                                             
+---BHPB Freight Pty Ltd                                                      
  [ [                                                                           
  [ +---BHP Transport and Logistics (Malaysia) Sdn Bhd                          
(In Liquidation)                                                                
[ [                                                                           
  [ +---BHP Transport and Logistics (S.E. Asia) Pte                             
Limited (In Liquidation)                                                        
  [                                                                             
+---Keithen Limited (In Liquidation)                                          
  [                                                                             
BHP Billiton Limited Companies                                                  
  +---Pacific Liner Services Pty Ltd                                            
[                                                                             
  +---Tavela Pty Ltd (In Liquidation)                                           
  [                                                                             
  +---The Broken Hill Proprietary Company Pty Ltd                               
[ [                                                                           
  [ +---Beswick Pty Ltd                                                         
  [ [                                                                           
  [ +---BHP Billiton Group Operations Pty Ltd                                   
[ [                                                                           
  [ +---BHP Billiton Marketing Investments ApS                                  
  [ [ [                                                                         
  [ [ +---Billiton Marketing Holding B.V.                                       
[ [   [                                                                       
  [ [   +---BHP Billiton International Trading                                  
(Shanghai) Co., Ltd.                                                            
  [ [   [                                                                       
[ [   +---BHP Billiton Japan Limited                                          
  [ [   [                                                                       
  [ [   +---BHP Billiton Korea Co., Ltd.                                        
  [ [   [                                                                       
[ [   +---BHP Billiton Marketing AG                                           
  [ [   [                                                                       
  [ [   +---BHP Billiton Marketing Asia Pte Ltd.                                
  [ [   [                                                                       
[ [   +---BHP Billiton Marketing B.V.                                         
  [ [   [                                                                       
  [ [   +---BHP Billiton Marketing Services India Pvt                           
Ltd.                                                                            
[ [   [                                                                       
  [ [   +---BHP Billiton Metall GmbH                                            
  [ [   [                                                                       
  [ [   +---BHP Billiton Raw Materials B.V.                                     
[ [   [                                                                       
  [ [   +---Billiton Investment 12 B.V.                                         
  [ [   [ [                                                                     
  [ [   [ +---Samancor AG                                                       
[ [   [   [                                                                   
  [ [   [   +---Samfrance Investments Ltd                                       
  [ [   [                                                                       
  [ [   +---Billiton Marketing France SARL                                      
[ [   [                                                                       
  [ [   +---Billiton Marketing SAR (Hong Kong) Ltd                              
  [ [   [                                                                       
  [ [   +--- Billiton Taiwan Limited                                            
[ [   [                                                                       
  [ [   +---BM Alliance Marketing Pte Ltd                                       
  [ [   [                                                                       
  [ [   +---BMA Japan KK                                                        
[ [                                                                           
  [ +---BHP Nominees Investments No 3 Pty Ltd (In                               
Liquidation)                                                                    
  [ [                                                                           
BHP Billiton Limited Companies                                                  
  [ +---BHP Nominees Investments No. 1 Pty Ltd (In                              
Liquidation)                                                                    
  [ [                                                                           
[ +---BHP Nominees Investments No. 2 Pty Ltd (In                              
Liquidation)                                                                    
  [ [                                                                           
  [ +---BHP Venture Investments Pty Ltd                                         
[ [ [                                                                         
  [ [ +---BHP Investments (Europe) Limited (In                                  
Liquidation)                                                                    
  [ [                                                                           
[ +---PT BHP Billiton Indonesia                                               
  [                                                                             
  +---The World Marine & General Insurance Plc                                  
BHP Billiton Plc Companies                                                      
+---BHP Billiton Plc                                                            
  +---BHP Billiton Group Limited                                                
  [ +---BHP Billiton (UK) Limited                                               
  [ [ +---BHP Billiton Aluminium Limited                                        
[ [ +---BHP Billiton Escom Diamonds Limited                                   
  [ [ +---BHP Billiton International Development Limited                        
  [ [ +---BHP Billiton International Services Limited                           
  [ [ [ +---Billiton Executive Pension Scheme Trustee Limited                   
[ [ +---BHP Billiton South African Finance                                    
  [ [ +---Billiton International Nickel Limited                                 
  [ [ +---Billiton Marketing and Trading (UK) Limited (In                       
liquidation)                                                                    
[ [ +---Elyplac Limited                                                       
  [ [ [ +---Uniholdings Limited (In liquidation)                                
  [ [ +---Sunrise Diamonds Limited                                              
  [ +---BHP Billiton UK Holdings Limited                                        
[ [ +---BHP Billiton Holdings Limited                                         
  [ [   +---BHP Billiton (RA) Limited                                           
  [ [   +---BHP Billiton Company B.V.                                           
  [ [   [ +---BHP Billiton Finance (USA) B.V.                                   
[ [   [ +---BHP Billiton Finance B.V.                                         
  [ [   [ [ +---1338768 Ontario Inc.                                            
  [ [   [ [ [ +---1342077 Ontario Inc.                                          
  [ [   [ [ +---BHP Billiton Holdings B.V.                                      
[ [   [ [ [ +---Billiton Investment 2 B.V.                                    
  [ [   [ [ [   +---BHP Billiton Victoria Limited                               
  [ [   [ [ +---BHP Billiton SA Investments Limited                             
  [ [   [ [ [ +---BHP Billiton SA Holdings Limited                              
[ [   [ [ [   +---African Metals Limited                                      
  [ [   [ [ [   [ +---Samancor Limited                                          
  [ [   [ [ [   [   +---Advalloy (Proprietary) Limited                          
  [ [   [ [ [   [   +---Auvernier Limited                                       
[ [   [ [ [   [   +---Batlhako Ferrochrome (Proprietary) Limited              
  [ [   [ [ [   [   +---Batlhako Mining Limited                                 
  [ [   [ [ [   [   +---Bophuthatswana Chrome Company (Proprietary)             
Limited                                                                         
[ [   [ [ [   [   +---Braklands Properties (Proprietary) Limited              
  [ [   [ [ [   [   +---Chemfos Limited                                         
  [ [   [ [ [   [   +---Crometals (Proprietary) Limited                         
  [ [   [ [ [   [   +---Danjan (Proprietary) Limited                            
[ [   [ [ [   [   +---Electrolytic Metal Corporation                          
(Proprietary) Limited                                                           
  [ [   [ [ [   [   +---Executive Jet (Proprietary) Limited                     
  [ [   [ [ [   [   [ +---Executive Wings (Proprietary) Limited                 
[ [   [ [ [   [   +---F A H Information Services (Proprietary)                
Limited                                                                         
  [ [   [ [ [   [   +---Henry Gould (Proprietary) Limited                       
  [ [   [ [ [   [   +---Manganese Metal Company (Proprietary)                   
Limited                                                                         
  [ [   [ [ [   [   [ +---Tonmet AG                                             
  [ [   [ [ [   [   +---Manganore Iron Mining Limited                           
  [ [   [ [ [   [   +---Marico Chrome Corporation (Proprietary)                 
Limited                                                                         
  [ [   [ [ [   [   +---Middelburg Steel and Alloys (Proprietary)               
Limited                                                                         
  [ [   [ [ [   [   +---Middelburg Technochrome (Proprietary)                   
Limited                                                                         
  [ [   [ [ [   [   +---Middelplaats Manganese Limited                          
  [ [   [ [ [   [   +---NST Ferrochrome (Proprietary) Limited                   
  [ [   [ [ [   [   +---Poschrome (Proprietary) Limited                         
[ [   [ [ [   [   +---Samancor Management Services (Pty.) Ltd.                
  [ [   [ [ [   [   +---SMM Holdings Limited                                    
  [ [   [ [ [   [   +---South African Manganese (Proprietary)                   
Limited                                                                         
[ [   [ [ [   [   +---Terra Nominees (Proprietary) Limited                    
  [ [   [ [ [   [   +---Waterkloof Chrome Mines (Proprietary)                   
Limited                                                                         
  [ [   [ [ [   +---BHP Billiton Aluminium Projects (Pty) Ltd                   
[ [   [ [ [   +---BHP Billiton Raw Materials Limited                          
  [ [   [ [ [   +---BHP Billiton SA Limited                                     
  [ [   [ [ [   +---Billiton Aluminium SA (Proprietary) Limited                 
  [ [   [ [ [   +---Billiton Coal SA Limited                                    
[ [   [ [ [   +---Emaswati Holding Company (Pty) Limited (In                  
liquidation)                                                                    
  [ [   [ [ [   [ +---Emaswati Holding Company (Pty) Limited (In                
liquidation)                                                                    
[ [   [ [ [   [   +---Matola Exporters Committee (Pty) Limited                
  [ [   [ [ [   +---Gengro Limited                                              
  [ [   [ [ [   [ +---Africair (Zimbabwe) Limited                               
  [ [   [ [ [   [ +---Astra Explorations & Mining Company                       
(Proprietary) Limited                                                           
  [ [   [ [ [   [ +---BHP Billiton Aviation (Pty) Ltd                           
  [ [   [ [ [   [ +---BHP Billiton Properties (Proprietary) Limited             
  [ [   [ [ [   [ +---Birdswood Estates (Proprietary) Limited                   
[ [   [ [ [   [ +---Consolidated Nominees (Proprietary) Limited               
  [ [   [ [ [   [ +---Donkerpoort Iron Limited                                  
  [ [   [ [ [   [ +---Esidulini (Proprietary) Limited                           
  [ [   [ [ [   [ [ +---Soul of Africa Game Lodges (Proprietary)                
Limited                                                                         
  [ [   [ [ [   [ +---Fedswa Prospekteerders (Eiendoms) Beperk                  
  [ [   [ [ [   [ +---Kenilworth Estates (PVT) Limited                          
  [ [   [ [ [   [ +---Marble Lime & Associated Industries (Pvt)                 
Limited                                                                         
  [ [   [ [ [   [ +---Plettenberg Bay Estates Limited                           
  [ [   [ [ [   [ +---Richigata (Eiendoms) Beperk                               
  [ [   [ [ [   [ +---Romsley Estates (Pvt) Limited                             
[ [   [ [ [   [ +---T-Project Holdings (Proprietary) Limited                  
  [ [   [ [ [   [ +---Tarrus (Proprietary) Limited                              
  [ [   [ [ [   [ +---Transkei Granite Holdings (Proprietary)                   
Limited                                                                         
[ [   [ [ [   [ [ +---Transkei Pioneer Mining Company                         
(Proprietary) Limited                                                           
  [ [   [ [ [   [ +---Union Corporation Prospecting Zimbabwe                    
(Private) Limited                                                               
[ [   [ [ [   [ +---Union Corporation Zimbabwe (Private) Limited              
  [ [   [ [ [   [ [ +---Donnington Mining Company (PVT) Limited                 
  [ [   [ [ [   [ +---Zimbabwe Strathmore Explorations Limited                  
  [ [   [ [ [   [ +---Zimbabwe Strathmore Investments Limited                   
[ [   [ [ [   +---Hillside Aluminium Limited                                  
  [ [   [ [ [   [ +---Lime Technologies (Pty) Limited                           
  [ [   [ [ [   +---Ingwe Collieries Limited                                    
  [ [   [ [ [   [ +---Baniettor Mining Limited                                  
[ [   [ [ [   [ +---Colliery Officials Training Centre                        
(Proprietary) Limited                                                           
  [ [   [ [ [   [ +---D&H Coal (Proprietary) Limited                            
  [ [   [ [ [   [ [ +---Savage & Lovemore Mining (Proprietary)                  
Limited                                                                         
  [ [   [ [ [   [ +---Douglas Colliery Limited                                  
  [ [   [ [ [   [ +---Douglas Colliery Services Limited                         
  [ [   [ [ [   [ +---Duvha Opencast Services (Proprietary) Limited             
[ [   [ [ [   [ +---Ermelo Mines Services (Proprietary) Limited               
  [ [   [ [ [   [ +---Federale Prospekteerders (Eiendoms) Beperk                
  [ [   [ [ [   [ +---Free State Farmers Mutual Exploration and                 
Mining Corporation (Pty) Limited                                                
[ [   [ [ [   [ +---Ingwe Housing Association                                 
  [ [   [ [ [   [ +---Ingwe Surface Holdings Limited                            
  [ [   [ [ [   [ +---Kangwane Anthracite (Proprietary) Limited                 
  [ [   [ [ [   [ +---Lehlaka Property Development (Pty) Ltd                    
[ [   [ [ [   [ +---Manhattan Syndicate Limited                               
  [ [   [ [ [   [ +---McAlpine S.A. Limited                                     
  [ [   [ [ [   [ +---Middelburg Mine Services (Proprietary)                    
Limited                                                                         
[ [   [ [ [   [ +---Moretele Coal Company (Proprietary) Limited               
  [ [   [ [ [   [ +---Pienaarsrivier Mynboumaatskappy Beperk                    
  [ [   [ [ [   [ +---Rietspruit Mine Services (Pty) Limited                    
  [ [   [ [ [   [ +---Roedtan Mining Company Limited                            
[ [   [ [ [   [ +---Settlers Mynboumaatskappy Beperk                          
  [ [   [ [ [   [ +---Transvaal and Delgoa Bay Investment Company               
Limited                                                                         
  [ [   [ [ [   +---Kganya Gen (Proprietary) Limited                            
[ [   [ [ [   +---Main Street 58 (Proprietary) Limited                        
  [ [   [ [ [   +---Pering Mine Services Holdings (Proprietary)                 
Limited                                                                         
  [ [   [ [ [     +---Pering Mine (Proprietary) Limited                         
[ [   [ [ +---BHP Billiton South Africa (Jersey) Limited                      
  [ [   [ [ +---Billiton Brasil Holdings B.V.                                   
  [ [   [ [ [ +---BHP Billiton Brazilian Aluminium                              
  [ [   [ [ [ +---Billiton Aluminium Holdings B.V.                              
[ [   [ [ [   +---BHP Billiton Metais SA                                      
  [ [   [ [ [     +---Araguaia Participacacoes                                  
  [ [   [ [ +---Billiton Coal Australia Holdings B.V.                           
  [ [   [ [ [ +---Billiton Coal Australia Pty Limited                           
[ [   [ [ [   +---Coal Mines Australia Limited                                
  [ [   [ [ [   +---Hunter Valley Energy Coal Limited                           
  [ [   [ [ [     +---Coal Operations Australia Pty Limited                     
  [ [   [ [ [     +---Mt Arthur Coal Pty Limited                                
[ [   [ [ [     [ +---BCC Nominees Pty Ltd (In liquidation)                   
  [ [   [ [ [     +---Ravensworth Coal Terminal Pty Limited                     
  [ [   [ [ [     +---The Wallarah Coal Company Pty Limited                     
  [ [   [ [ [     +---Wyong Coal Pty Limited                                    
[ [   [ [ [     +---Wyong Coal Sales Pty Limited                              
  [ [   [ [ +---Billiton Development B.V.                                       
  [ [   [ [ [ +---Assurantiekantoor Interore B.V.                               
  [ [   [ [ [ +---BHP Billiton Ghana B.V.                                       
[ [   [ [ [ +---Billiton Argentina B.V.                                       
  [ [   [ [ [ +---Billiton Chile B.V.                                           
  [ [   [ [ [ +---Billiton China Holdings B.V.                                  
  [ [   [ [ [ +---Billiton China Projects B.V.  (In liquidation                 
[ [   [ [ [ +---Billiton Development (Zambia) Limited                         
  [ [   [ [ [ +---Billiton Development Far East B.V.                            
  [ [   [ [ [ +---Billiton E & D 13 B.V. (In liquidation)                       
  [ [   [ [ [ +---Billiton E & D 14 B.V.                                        
[ [   [ [ [ +---Billiton E & D 3 B.V.                                         
  [ [   [ [ [ +---Billiton Exploration and Mining Indonesia B.V.                
  [ [   [ [ [ [ +---PT Billiton Indonesia
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