BHP Billiton announced today that it has successfully completed the first phase of its US$2 billion capital management programme through an off-market share buy-back of 180.72 million BHP Billiton Limited shares. Due to strong demand, the total amount of capital repurchased by BHP Billiton under the buy-back was increased to A$2.272 billion (US$1.780 billion), representing 2.9% of the issued share capital of the BHP Billiton Group (4.8% of BHP Billiton Limited).

The final price for the buy-back has been set at A$12.57 per share, representing a discount of 12% to the volume weighted average price of BHP Billiton Limited shares over the 5 days up to and including the closing date of the buy-back(1). This is significantly in excess of the commitment to a minimum 5% discount. The closing price for BHP Billiton Limited and the opening price for BHP Billiton Plc on 19 November 2004 were A$14.45 and 592 pence(2) respectively.

BHP Billiton's Chief Financial Officer, Chris Lynch, said that the successful execution of the off-market buy-back benefits all shareholders in the Group, regardless of their location, tax status or participation in the buy-back.

"We are extremely pleased with the support we received from shareholders, allowing us to substantially increase the size of the buy-back, making this the largest off-market share buy-back in Australia to date. We believe buying back the maximum number of shares at this significant discount to the market price provides the most value-enhancing way of returning capital. Shareholders in BHP Billiton will benefit from the enhanced value of the remaining shares through the increased earnings, cash flow and return on equity attributable to each share.

"The off-market share buy-back is the first phase of our US$2 billion capital management programme. The remainder of US$220 million will be returned to shareholders within the next 12 months via further share buy-backs in either BHP Billiton Plc or BHP Billiton Limited and/or enhanced dividends. At all times, we remain focused on maximising economic value across our entire shareholder base," Mr Lynch said.

Shares tendered at a discount of 12% or greater or as a final price tender have been accepted in full, subject to any minimum price condition. BHP Billiton will not buy back any shares tendered at discounts from 5% to 11% inclusive. Tenders conditional on a minimum price of A$13.00 will also not be bought back. No scale back has been applied to any of the accepted tenders.

For shareholders who have successfully tendered their shares, A$10.47 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$4.04, being the A$2.10 capital component plus A$1.94, being the excess of the Tax Value(3) over the buy-back price.

Payment for shares bought back will be credited to nominated accounts and cheques posted to shareholders no later than Tuesday 30 November, 2004. Shares that have been tendered into the buy-back but not bought back are expected to be released to shareholders' holdings during Tuesday 23 November 2004.

Shareholders who have any enquiries in relation to their tenders may contact the BHP Billiton buy-back enquiry line on 1300 726 379 toll free within Australia or +61 3 9415 4208 if calling from outside of Australia.