Quotation of Add Securities

BHP Billiton Limited 28 May 2002 BHP Billiton Limited is issuing this announcement to fulfil disclosure obligations arising from its secondary listing on the London Stock Exchange. The text of this release is identical to that issued by BHP Billiton Plc earlier. 28th May 2002 ASX Appendix 3B - Application for Quotation of Additional Securities Please find following a copy of a notice to the Australian Stock Exchange in accordance with Appendix 3B of it's listing rules for the information of your local market. Karen Wood - Company Secretary Rule 2.7, 3.10.3, 3.10.4, 3.10.5 Appendix 3B New issue announcement, application for quotation of additional securities and agreement Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public. Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000. Name of entity BHP BILLITON LIMITED ACN, ARBN or ARSN 004 028 077 We (the entity) give ASX the following information. Part 1 - All issues You must complete the relevant sections (attach sheets if there is not enough space). 1 +Class of +securities issued or to be issued Fully Paid Ordinary Shares 2 Number of +securities issued or to be issued (if known) or maximum number which 16,123,828 (excluding shares bought back & cancelled) may be issued OR 11,989,206 (net of buyback cancellations) 3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if Not applicable partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) 4 Do the +securities rank equally in all The additional securities rank equally in all respects with existing respects from the date of allotment with an quoted securities from the date of allotment or, in the case of existing +class of quoted +securities? Executive Share Scheme shares, from the date of payment of the final call amount. If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration i. Executive Share Scheme: 80,000 @ $10.65 a share paid to sixty seven cents. 55,000 @ $ 8.41 a share paid to sixty seven cents. 68,500 @ $ 9.85 a share paid to sixty seven cents. 105,000 @ $10.98 a share paid to sixty seven cents. 311,500 @ $13.58 a share paid to sixty seven cents. 138,000 @ $16.68 a share paid to sixty seven cents. 35,000 @ $19.61 a share paid to sixty seven cents. 80,000 @ $18.23 a share paid to sixty seven cents. 135,000 @ $16.22 a share paid to sixty seven cents. 330,000 @ $15.99 a share paid to sixty seven cents. 65,000 @ $13.52 a share paid to seventy one cents. ii. Employee Share Plan: 204,500 @ $18.51 a share 72,500 @ $19.42 a share 30,000 @ $18.52 a share 344,500 @ $15.55 a share 241,000 @ $15.56 a share 200,000 @ $18.96 a share 2,078,584 @ $15.32 a share 125,500 @ $18.97 a share 1,377,764 @ $15.33 a share 54,500 @ $14.73 a share 62,500 @ $14.74 a share 547,000 @ $15.72 a share 2,000 @ $17.05 a share 782,500 @ $15.73 a share 25,000 @ $17.06 a share 316,000 @ $15.55 a share 1,410,750 @ $15.56 a share 6,846,230 @ $ 1.00 a share iii. 4,134,622 shares were purchased and cancelled under the company's on-market buy back program 6 Purpose of the issue i. The purpose and terms of issue in respect of the Executive Share Scheme are contained in the Explanatory Booklet (previously (If issued as consideration for the forwarded). acquisition of assets, clearly identify those assets) ii. Allotment of 7,874,598 shares issued as a result of exercised options to shareholders participating in the Company's Employee Share Plan in accordance with the terms and conditions of the Plan. iii. Allotment of 6,846,230 shares issued as a result of exercised options in consideration of the July 2001 BHP Billiton DLC Merger 1.0651 for 1 Bonus Issue to shareholders participating in the Company's Employee Share Plan & Executive Share Scheme. iv. Employee Share Plan: The purpose and terms of issue in respect of the Employee Share Plan are contained in the Explanatory Booklet (previously forwarded). v. On-market buyback undertaken for capital management purposes (refer Appendix 3C lodged 8 February 2001) 7 Dates of entering +securities into a. Executive Share Scheme: 17 April 2001 to uncertificated holdings or despatch of 13 March 2002. certificates b. Employee Share Plan Options: 2 April 2001 to 28 March 2002. c. On-market buy back shares cancelled: 24 September 2001 to 4 October 2001. Number +Class 8 Number and +class of all +securities quoted on ASX (including the securities in clause 3,714,129,241 Ordinary shares fully paid 2 if applicable) Number +Class 9 Number and +class of all +securities not Employee Share Plan Options quoted on ASX (including the securities in 42,236,802 clause 2 if applicable) Ordinary shares paid to 71 cents 320,000 Ordinary shares paid to 67 cents Performance Share Plan Performance 2,728,500 Rights 7,476,327 10 Dividend policy (in the case of a trust, The additional securities will participate fully in future dividends distribution policy) on the increased capital (interests) Part 2 - Bonus issue or pro rata issue 11 Is security holder approval required? Not Applicable 12 Is the issue renounceable or non-renounceable? Not Applicable 13 Ratio in which the +securities will be offered Not Applicable 14 +Class of +securities to which the offer relates Not Applicable 15 +Record date to determine entitlements Not Applicable 16 Will holdings on different registers (or subregisters) be aggregated for calculating Not Applicable entitlements? 17 Policy for deciding entitlements in relation to fractions Not Applicable 18 Names of countries in which the entity has +security holders who will not be sent new issue Not Applicable documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations Not Applicable 20 Names of any underwriters Not Applicable 21 Amount of any underwriting fee or commission Not Applicable 22 Names of any brokers to the issue Not Applicable 23 Fee or commission payable to the broker to the issue Not Applicable 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf Not Applicable of +security holders 25 If the issue is contingent on +security holders' approval, the date of the meeting Not Applicable 26 Date entitlement and acceptance form and prospectus will be sent to persons entitled Not Applicable 27 If the entity has issued options, and the terms entitle option holders to participate on Not Applicable exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) Not Applicable 29 Date rights trading will end (if applicable) Not Applicable 30 How do +security holders sell their entitlements in full through a broker? Not Applicable 31 How do +security holders sell part of their entitlements through a broker and accept for the Not Applicable balance? 32 How do +security holders dispose of their entitlements (except by sale through a broker)? Not Applicable 33 +Despatch date Not Applicable Part 3 - Quotation of securities You need only complete this section if you are applying for quotation of securities 34 Type of securities (tick one) (a) -/ Securities described in Part 1 (b) All other securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities Entities that have ticked box 34(a) Additional securities forming a new class of securities (If the additional securities do not form a new class, go to 43) Tick to indicate you are providing the information or documents 35 N/A The names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders 36 N/A A distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 N/A A copy of any trust deed for the additional +securities (now go to 43) Entities that have ticked box 34(b) 38 Number of securities for which +quotation is sought Not Applicable 39 Class of +securities for which quotation is sought Not Applicable 40 Do the +securities rank equally in all respects from the date of allotment with an Not Applicable existing +class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Not Applicable Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class 42 Number and +class of all +securities quoted on ASX (including the securities in clause Not Applicable 38) (now go to 43) All entities Fees 43 Payment method (tick one) Cheque attached Electronic payment made Note: Payment may be made electronically if Appendix 3B is given to ASX electronically at the same time. Periodic payment as agreed with the home branch has been arranged Note: Arrangements can be made for employee incentive schemes that involve frequent issues of securities. -/ To be invoiced Quotation agreement 1 +Quotation of our additional +securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides. 2 We warrant to ASX that the issue of the +securities to be quoted complies with the law and is not for an illegal purpose, and that there is no reason why those +securities should not be granted +quotation. We warrant to ASX that an offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707 (3) of the Corporations Law. 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement. 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete. Sign here: ............................................................ Date: ............................ (Director/Deputy Company Secretary) Print name: ......................................................... BHP Billiton Limited ABN 49 004 028 077 BHP Billiton Plc Registration number 3196209 Registered in Australia Registered in England and Wales Registered Office: 600 Bourke Street Melbourne Victoria Registered Office: 1-3 Strand London WC2N 5HA United 3000 Kingdom Telephone +44 20 7747 3800 Facsimile +44 20 7747 3900 Telephone +61 3 9609 3333 Facsimile +61 3 9609 3015 The BHP Billiton Group is headquartered in Australia This information is provided by RNS The company news service from the London Stock Exchange

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