Bhp Billiton Successfully Completes A$2.25 Billion3 Apr 2006
BIL
 BIBLT                                                                           
Bhp Billiton Successfully Completes A$2.25 Billion (Us$1.6 Billion) Off-Market  
Share Buy-Back                                                                  
BHP Billiton Plc                                                                
Share Code: BIL                                                                 
Isin:       GB0000566504                                                        
NEWS RELEASE                                                                    
Date                                                                            
3 April 2006                                                                    
BHP BILLITON SUCCESSFULLY COMPLETES A$2.25 BILLION                              
(US$1.6 BILLION) OFF-MARKET SHARE BUY-BACK                                      
BHP Billiton today announced the successful completion of its off-market buy-   
back of 96.0 million BHP Billiton Limited shares, which comprises the first     
stage of its US$2 billion capital management programme. Due to the strong demand
available at an attractive price, BHP Billiton increased the buy-back to A$2.25 
billion (US$1.6 billion), representing 1.6% of the issued share capital of the  
BHP Billiton Group and 2.7% of BHP Billiton Limited.                            
The final price for the buy-back has been set at A$23.45 per share, representing
a discount of 14% to the volume weighted average price (VWAP) of BHP Billiton   
Limited shares over the 5 trading days up to and including the closing date of  
the buy-back(1). This significant discount to market ensures the buy-back is in 
the best interests of BHP Billiton and all of its shareholders, regardless of   
their location, tax status or participation in the buy-back.  The closing price 
for BHP Billiton Limited and the opening price for BHP Billiton Plc on 31 March 
2006 were A$28.00 and 10.67 pounds(2), respectively.                            
BHP Billiton"s Chief Financial Officer, Alex Vanselow, said "the successful     
execution of the off-market buy-back provides an optimal means for maximising   
economic value for all of our shareholders. Shareholders in both BHP Billiton   
Limited and BHP Billiton Plc will benefit from the enhanced value of the        
remaining shares through the increased earnings, cash flow and return on equity 
attributable to each share."                                                    
"We are pleased with the strong support that we have received from shareholders,
which has enabled us to significantly increase the size of the buy-back to      
A$2.25 billion from the previously announced A$1.5 billion target. It is        
intended that the balance of US$0.4 billion will be returned to our shareholders
via on-market purchases, most likely of BHP Billiton Plc shares. The Board of   
BHP Billiton believes that this US$2 billion capital management initiative,     
which is in addition to the 3 US cents per share increase in the interim        
dividend, demonstrates our continued commitment to capital discipline as well as
our confidence in the Company"s outlook and strong cash generative              
capabilities," Mr Vanselow said.                                                
Due to the very strong demand for the buy-back, a scale back of tenders is      
required. Shareholders who tendered their shares at a 14% discount and/or as    
final price tenders, will have a priority allocation of 200 shares bought back  
before the scale back is applied. As a result of the 63.47% scale back,         
successful shareholders will have 36.53% of their shares tendered in excess of  
the priority allocation bought back. No tenders were excluded on the basis of a 
minimum price condition.                                                        
To ensure that registered shareholders with small holdings are not              
disadvantaged, the scale back has been structured so that successful            
shareholders who tendered all of their shares at a 14% tender discount and/or as
a final price tender and who would be left with 80 shares or less as a result of
the priority allocation and scale back, will have all of their shares bought    
back in full.                                                                   
For shareholders who have successfully tendered their                           
shares, A$21.35 of the buy-back price is treated for Australian tax purposes as 
a fully franked dividend. For Australian capital gains tax purposes, the deemed 
capital proceeds are A$5.96, being the A$2.10 capital component plus A$3.86,    
being the excess of the Tax Value(3) over the buy-back price.                   
Payments to bank accounts and dispatch of cheques for shares bought back are    
expected to be completed by Monday, 10 April 2006. Shares that have been        
tendered into the buy-back but not bought back are expected to be released to   
shareholders during Monday, 3 April 2006.                                       
Shareholders who have any enquiries in relation to their tenders may contact the
BHP Billiton buy-back enquiry line on 1300 781 469 within Australia or +61 3    
9415 4254 if calling from outside of Australia.                                 
(1) BHP Billiton Limited"s cumulative VWAP for the 5 trading days up to and     
including 31 March 2006                                                         
was A$27.2665.                                                                 
(2) Equivalent to A$25.87 at an exchange rate of A$2.4244 = GBP 1.00.           
(3) The Tax Value of A$27.31 was calculated as A$24.42 adjusted by the movement 
in the BHP Billiton Plc share price from the close of trading in London on 14   
February 2006 to the opening of trading in London on 31 March 2006, as agreed   
with the Australian Taxation Office.                                            
Further information on BHP Billiton can be found on our Internet site:          
www.bhpbilliton.com                                                             
Contacts:                                                                       
Australia                              United Kingdom                           
Jane Belcher, Investor Relations       Mark Lidiard, Investor & Media           
Tel: +61 3 9609 3952  Mobile: +61 417  Relations                                
031 653                                Tel: +44 20 7802 4156  Mobile: +44       
email: Jane.H.Belcher@bhpbilliton.com  7769 934 942                             
                                       email: Mark.Lidiard@bhpbilliton.com      
Samantha Evans, Media Relations        Illtud Harri, Media Relations            
Tel: +61 3 9609 2898  Mobile: +61 400  Tel: +44 20 7802 4195  Mobile: +44       
693 915                                7920 237 246                             
email: Samantha.Evans@bhpbilliton.com  email: Illtud.Harri@bhpbilliton.com      
United States                          South Africa                             
Tracey Whitehead, Investor & Media     Alison Gilbert, Investor Relations       
Relations                              Tel: SA +27 11 376 2121 or UK +44 20     
Tel: US +1 713 599 6100 or UK +44 20   7802 4183                                
7802 4031Mobile: +44 7917 648 093      email:                                   
email:                                 Alison.Gilbert@bhpbilliton.com           
Tracey.Whitehead@bhpbilliton.com                                                
Date: 03/04/2006 07:49:57 AM Produced by the JSE SENS Department