BHP Billiton Group Management Award Plan Conditional Awards FY15 Terms and Conditions This document summarises the terms and conditions applicable to Conditional Awards of Restricted Shares under the FY15 Management Award Plan (MAP). These awards have been allocated as Conditional Awards under the BHP Billiton Limited Executive Incentive Plan and the BHP Billiton Plc Executive Incentive Plan (EI Plans). The terms and conditions which apply to such awards are set out in full in the EI Plans documents which are available from the Administrator, Solium (details provided in section 3.9 of this document). In the event of any inconsistency between the terms of this document and the EI Plans, the terms of the EI Plans prevail. 1 Grant and Vesting of MAP Conditional Awards 1.1 How are MAP awards made? Eligibility conditions To be eligible for a Conditional Award of Restricted Shares under the MAP you need to be a permanent employee (full or part-time) of BHP Billiton Limited, BHP Billiton Plc, or any of their subsidiaries (the Group). Employees on a fixed term contract and those who have given or received notice of termination of their employment are not eligible to receive a Conditional Award under MAP. The Group Management Committee (GMC) may apply other eligibility conditions at its discretion. BHP Billiton Plc and BHP Billiton Limited each operate separate EI plans. Employees of BHP Billiton Limited or its subsidiaries are only eligible to receive Conditional Awards of Restricted Shares made by BHP Billiton Limited. Employees of BHP Billiton Plc or its subsidiaries are only eligible to receive Conditional Awards of Restricted Shares made by BHP Billiton Plc. Participants in the Limited plan are granted Conditional Awards of Restricted Shares on the ASX. Participants in the Plc plan are granted Conditional Awards of Restricted Shares on the LSE, unless you are located in South Africa in which case your Conditional Award will be of Restricted Shares on the JSE. Mistaken awards will be void If you have received this communication and the Conditional Award by mistake, or despite being ineligible for the grant under the terms of the EI Plans, the Conditional Award will be void (see clause 2 of the EI Plans). The Group has no obligation to pay cash amounts or grant shares to you if this communication has been issued or received in error. As BHP Billiton Limited and BHP Billiton Plc awards are allocated under separate EI Plans, employees should ensure that their Conditional Award has been made to them under the correct plan. Your Conditional Award of Restricted Shares should be made to you by your ultimate employer (i.e. either BHP Billiton Limited or BHP Billiton Plc). For example, if you are on secondment from a Limited entity to a Plc entity, you should still receive a Conditional Award in your ultimate employer, being BHP Billiton Limited in this case. page 1
You can check whether your employing entity (as shown in your individual contract of employment) is a Limited or a Plc company using the listing provided within the online documentation (details are provided in section 3.9). If a Conditional Award has been made to you under the incorrect plan it will be void. * Your employing entity is shown in your individual contract of employment with BHP Billiton. If you believe that you have received an incorrect Conditional Award, you should contact Solium immediately. Contact details are provided in section 3.9. How is the number of Restricted Shares in my Conditional Award decided? The number of Restricted Shares available to participants each year is reviewed and adjusted at the discretion of the GMC to ensure that the MAP: continues to meet its objectives; ensures that the principles of the organisation design protocol under the operating model are reflected in the allocation of MAP awards; provides rewards that are appropriate having regard to the external market; and deliver a value to employees which reflects future performance, and is appropriate within the context of employees Total Reward (as per annual Total Reward Statements). Accordingly, the size of your Conditional Award and your participation in the MAP is likely to vary from year to year. If you have joined the Group part way through the FY15 financial year (i.e. since 1 July 2014), and have subsequently been granted a Conditional Award, your award has been pro-rated based on the number of full months that you will work within the financial year. What do I need to do at the time the Conditional Award is granted? FY15 MAP awards were granted on Monday 3 November 2014. The Conditional Award of Restricted Shares is granted at no cost to you. Your award should appear in your Shareworks account. You should access the site (details provided in section 3.9 of this document) to: check the number of Restricted Shares allocated under your Conditional Award (which should match the amount that was advised to you during the Annual Review process); and ensure that the correct award (Limited or Plc) has been allocated to you as set out earlier in this section. You should also, carefully read these terms and conditions, and the summary tax information for your country which is also online, to understand the implications of this grant for you (located in the online documentation as detailed in section 3.9). While you are online, you should also check to ensure that your contact and banking details are correctly recorded on your Shareworks account under the Personal Profile and Passwords tab. Acceptance of the grant By accepting this Conditional Award you are deemed to agree to: the terms of the Conditional Award; be bound by the rules of the relevant EI Plan as varied from time to time; be bound by the rules of the MAP, as varied from time to time; comply with the Group s Securities Dealing GLD which can be found on BHP Billiton s intranet site; page 2
the personal information that you have provided to the Group being used for the purposes of administering the MAP, including the disclosure of such information to any trustee or plan administrator; and upon vesting of the Conditional Award, to become a shareholder in BHP Billiton Limited or BHP Billiton Plc (as applicable) and to be bound by the relevant constitution in relation to any share issued to you under the MAP, while you are holding that share. 1.2 When will my Conditional Award vest? Service condition The vesting of a Conditional Award is subject to a service condition of continued employment with the Group until the Vesting Date. There is no other performance condition attached to your Conditional Award. The Vesting Date is the start of the first non-close Period (a period during which the trading in BHP Billiton Limited and BHP Billiton Plc shares is restricted in line with the Group s Securities Dealing GLD) starting on or after 1 July 2017. This is expected to be on the date of the Group s Profit Announcement in August 2017. If you remain employed with the Group If you remain employed with the Group for the required period, your Conditional Award will vest on the Vesting Date (provided that your award has not lapsed before that date for any other reason as set out in section 2.1). If you leave the Group If you leave the Group in certain circumstances prior to the Vesting Date, your Conditional Award may vest earlier as set out in section 1.5 (provided that your award has not lapsed before that date). 1.3 What will happen when my Conditional Award vests? Each Conditional Award entitles you, upon satisfying the service condition (as described in section 1.2) to receive one ordinary share in BHP Billiton Limited or in BHP Billiton Plc (as applicable) for each Restricted Share under the award. These ordinary shares will be transferred to you as soon as practicable after the Vesting Date, subject to the Group s Securities Dealing GLD. The ordinary shares will not expire. You can choose to hold, sell or transfer your ordinary shares (subject to meeting any shareholding requirements set out in section 1.4 below). If you choose to hold the ordinary BHP Billiton Limited or BHP Billiton Plc shares, you will receive dividends and other shareholder rights in relation to these shares from the date that they are transferred to you. You must ensure that you act within the Group s Securities Dealing GLD in relation to the vesting of your Conditional Award and at all times when selling, transferring, or dealing with your ordinary shares received on vesting. Please note in particular that Employee Insiders and PDMRs must seek clearance prior to the vesting of their Conditional Awards even if they do not intend to deal with the ordinary shares they receive on vesting. 1.4 Minimum Shareholding Requirement (MSR) - Level B to D only If you are a Level B to D employee, it is a condition of your award that you hold a specific minimum number of shares in BHP Billiton Limited or BHP Billiton Plc. page 3
If you have not satisfied your MSR by the Vesting Date, you will not (to the extent necessary to ensure that the MSR is satisfied) be permitted to sell the shares acquired on transfer other than to the extent necessary to settle withholding taxes. To calculate whether your shareholding meets your MSR, you can include the following: private holdings (including by your spouse, family members and family trusts); shares from other BHP Billiton share plans which have vested; acquired shares held under Shareplus; and vested MAP Restricted Shares and GSTIP Deferred Shares From time to time you may be asked to provide details of the number of BHP Billiton Limited or BHP Billiton Plc shares you hold and confirm that you have not sold shares if your MSR has not been met. If you have not complied with the MSR requirement and have sold BHP Billiton Limited or BHP Billiton Plc shares (as applicable), the GMC will have the discretion determine that any unvested MAP awards held by you will lapse (i.e. be forfeited immediately). 1.5 What happens to my Conditional Award if I leave the Group? Ordinary shares that have been transferred to you under previously vested Conditional Awards will not be affected by you leaving the Group. The treatment of any unvested Conditional Awards will depend on the circumstances in which you cease employment with the Group. Termination for Cause If your employment ends for Cause, any unvested awards will lapse (i.e. be forfeited) immediately. Cause refers to any reason which justifies summary dismissal. Resignation If you resign from the Group, any unvested awards will lapse immediately. Good Leavers Who will be considered to be a Good Leaver? The EI Plans define a Good Leaver to be an employee who ceases employment with the Group for one of the following reasons: death; serious injury, disability or illness which prevents continued employment; or any other reason, with the approval of the GMC. Unvested Conditional Awards Any Conditional Award that has not yet vested at the time the Good Leaver ceases employment will vest according to the following formula: PRS = RS x M 36, where PRS = the number of Restricted Shares that vest RS = the number of Restricted Shares over which the Conditional Award was granted M = the number of completed months that have passed from 1 July 2014 up to the date on which employment with the Group ends. Any Restricted Shares in the Conditional Award that do not vest will lapse immediately. In addition, the GMC may impose conditions on any award relating to a Good Leaver, including conditions which will apply to the vesting of the award at the time that the employment ends. page 4
Ending employment for any other reason To the extent that employment ends for any other reason than those discussed above, an award will lapse unless the GMC determines otherwise at the time that the employment ends. 1.6 What are the tax implications on the grant or vesting of Conditional Awards of Restricted Shares? The tax implications of the grant or vesting of Conditional Awards will vary depending on the country and your personal circumstances. Summary tax information for each country can be downloaded from the online documentation (as detailed in section 3.9). It is recommended that you consult with your personal financial advisor to understand your individual tax implications. The intention is that this award will be administered in compliance with section 409A of the US Internal Revenue Code of 1986, as amended. The GMC may make whatever changes are required in relation to the treatment of any award as is necessary to ensure that this intention is satisfied. 1.7 Can amounts be withheld from my Conditional Award? Where relevant, BHP Billiton Limited, BHP Billiton Plc or any employing company or the trustee of any employee benefit trust may withhold any amounts and make any arrangements it considers necessary to meet any liability to taxation, duties, social security contributions, imposts or other amounts in respect of your award or otherwise, in connection with your participation in the MAP, whether the liability is payable by you, BHP Billiton Limited, BHP Billiton Plc, the employing company or the trustee of any employee benefit trust. These arrangements may include the sale, or reduction in number, of any Restricted Shares under the Conditional Award. 2 Restrictions applying to your Conditional Award 2.1 Can I transfer my Conditional Award of Restricted Shares? Your Conditional Award is only available to you, and cannot be transferred to anyone else. In particular, your award will lapse immediately if: you transfer your Restricted Shares to any other person or organisation; or you create any interest in your Restricted Shares in favour of a third party (e.g. mortgage, encumber or create any other security interest over the Restricted Shares); or a bankruptcy order is made against you or any similar event occurs. 2.2 Can I hedge my Restricted Shares? No. You are strictly prohibited from entering into any option or contract in relation to your Conditional Award to hedge against any movements in the price of BHP Billiton Limited or BHP Billiton Plc shares. 3 Other Information 3.1 Will I receive dividends from my Conditional Award? You are not entitled to receive any dividends before your Conditional Award vests. page 5
Once your Conditional Award vests and the ordinary BHP Billiton Limited or BHP Billiton Plc shares have been transferred to you, you will receive dividends on any of those shares that you choose to hold (rather than to sell immediately upon vesting). 3.2 Does this Conditional Award of Restricted Shares affect my employment? Participation in the MAP is entirely separate from, and does not affect, your pension rights or terms of employment. MAP does not form part of any contract of employment between you and any company in the Group. Awards shall not form any part of your remuneration or count as your remuneration for any purpose and shall not be pensionable. However, if it is no longer possible for your Conditional Award to vest because your employment with the Group ends (whether fairly, unfairly, lawfully or wrongfully), you will not be entitled to any compensation in relation to the rights granted to you or the benefits capable of being received by you under the MAP, or for the loss of such rights or benefits. 3.3 Who administers the MAP? The GMC is responsible for administering the MAP and the EI Plans, although it may from time to time delegate all or part of its responsibilities as it sees fit. Its decision on any disputes or matters or interpretation arising under the MAP or the EI Plans is final and binding on all persons. 3.4 Can the conditions of my Conditional Award be changed? The GMC is able to vary any conditions attaching to this Conditional Award of Restricted Shares. However, any change made must not have the effect of making any condition materially more difficult to achieve than it is under this grant. If any variation is made, you will be notified of this by the Group. Additionally, any grant made under the MAP which is later found to have been made as a result of a mistake, including where the wrong shares were issued, will be void. 3.5 What if there is a change of control? Where a change of control occurs (as set out in the EI Plans), an unvested Conditional Award of Restricted Shares may vest early or lapse, at the discretion of the GMC. A change of control may occur in many different ways: where ownership of BHP Billiton Limited or BHP Billiton Plc changes as a result of a takeover bid; where the identity of the Board changes substantially (e.g. where more than half of the Board members are replaced or where a transaction results in more than half of the Board members being disentitled to vote); where BHP Billiton Limited or BHP Billiton Plc passes a resolution for voluntary winding up or if winding up is required as a result of a court order. Where ownership BHP Billiton Limited or BHP Billiton Plc changes as a result of a takeover bid, the GMC may allow your (vested or unvested) Conditional Award to be released in exchange for a new award (with a value equal to the value of the Conditional Award of Restricted Shares originally granted to you). Further details can be found in the EI Plans. page 6
3.6 What if there is a variation in the Group s share capital? If there is a variation in the BHP Billiton Limited s or BHP Billiton Plc s share capital, the GMC may adjust each Conditional Award of Restricted Shares in any way it thinks appropriate. You will receive notification if any adjustment occurs which will affect your award. 3.7 What risks are associated with shares? Shares are a medium to long-term investment. As with all investments, shares carry some risk, and BHP Billiton s Limited s and BHP Billiton Plc s share prices may rise and fall due to many different factors. 3.8 Where can I find information about current share prices? The Shareholder Services tab on the BHP Billiton internet site (www.bhpbilliton.com) has detailed information on the current share prices of BHP Billiton Limited and BHP Billiton Plc and share price history on each securities exchange. You can also obtain the current prices of BHP Billiton Limited and BHP Billiton Plc shares from Solium (details below). 3.9 How do I contact Solium? The MAP is administered by Solium and relevant contact information is provided below. Solium Email: BHPBExecutiveEquity@solium.com Phone: Toll Free Australia: Toll Free - North America: Toll Free - South Africa: Toll Free - United Kingdom: Toll Free - Singapore: Toll Free - Chile: 1800 260 907 (ASX trading hours) 1-844-776-1597 (8 AM to 8 PM EST) 080 099 6687 (JSE trading hours) 0114 4800 086 8051 (LSE trading hours) 800 852 3046 (ASX trading hours) International: + 1 403 515 3956 Website: https://bhpb.solium.com 1230 020 6895 (ASX trading hours) To access your Shareworks account you will need your account number (which starts with the letters CS ) and your password: If you have forgotten your account number, you can retrieve it via the Forgot your account number? link. If you have forgotten your password you can reset it via the Forgot your password? link. If this MAP award is your first under the Group s employee programs, you will receive an account number and temporary login password via email from Executive Equity before the end of November 2014. Online documentation located on Shareworks To locate the tax guides and plan documentation online, please log into your Shareworks account (as above) and go to the Personal Profile and Passwords tab on the top of the page 7
page. Plan documentation is located under the Miscellaneous Account Information section. Any personal information such as individual tax statements, sale and dividend notices are located under the Online Files section within the Personal Profile and Passwords tab. If you have any difficulty accessing Shareworks, please contact Solium by email as above. page 8