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<Title<First Name<Last Name>

Dear <Salutation> <Surname>

AustChoice Super

Member Number: <Member Number>

BHP Billiton Ltd share buy back offer

This letter provides you with information about possible changes that could affect your current investment in BHP Billiton Limited (BHP) through your AustChoice Super account.

BHP shareholders have the opportunity to sell back to the company some or all of their current holding by way of tender.

The buy back price tendered by shareholders must be within a discount range of 10% to 14% of the market price. The ’Final Price’ accepted by BHP Billiton will be the lowest price(s) that allows them to buy back the number of shares they require.

You currently hold <Number of Shares> BHP shares within your AustChoice Super account and are eligible to participate in this buy back tender.

What will the buy back price be?

The ’Final Price‘ paid by BHP Billiton will consist of two components. The first $0.28 is regarded as a capital payment. The balance is deemed to be a fully franked dividend. In calculating any capital gain or loss on the sale of your BHP Billiton shares, you will be taken to have received a sale consideration equal to the greater of $0.28 and the deemed market value (set by the ATO), less the dividend amount. Additionally your account will receive the benefit of tax credits attached to the franked dividend. Please note, if you are currently drawing a pension payment from the Plan, your account is not subject to capital gains tax.

Who decides the discount rate?

As AustChoice Super holds all of its members’ shares under a single consolidated holding, we have elected to lodge an application (as required) to sell the nominated number of shares at the final price declared by BHP Therefore, there is no requirement for you to nominate a discount rate.

What do you need to do to participate in this tender?

If you would like us to tender all or some of your BHP shares back to the company, please return the enclosed form in the reply-paid envelope provided before close of business Tuesday, 5 April 2011. Instructions can also be faxed to (03) 6215 5988.

Please be sure to specify the number of BHP shares that you would like us to submit on your behalf under the offer, otherwise your total holding will be tendered.

If we do not receive a response from you, no action will be taken and your BHP Billiton holding will remain unchanged.

We strongly recommend that you consider consulting with your financial adviser before making any investment decisions.

Where to go for more information

If you have any questions about your account, please speak with your financial adviser, contact AustChoice Super customer service on 1800 333 900 or email us at

Yours sincerely,

Renato Mota

General Manager Distribution

BHP BILLITON LIMITED BUY BACK

Member Name - <First Name> <Surname>

Member No. – ASP<Member Number>

Please select from the following options

(Place tick next to selected option)

Offer all your shares:

Nominate the number of shares

you wish to offer.

Please note that these shares will be offered at the final tender price.

Please nominate into which investments you wish to invest the proceeds. If you do not make a nomination, the funds will be invested as per your recorded investment strategy.

Name of Investment / % / Dollars

(If your application is scaled back, the funds will be invested as per the above proportions)

Date:

Signature

PLEASE ENSURE THIS FORM IS RETURNED BY 5 APRIL 2011. NO ACTION WILL BE TAKEN ON REQUESTS RECEIVED AFTER THIS DATE.

We strongly recommend that you consult with your financial adviser in relation to your options.