12 May 2005

Following is a Notice of an Extraordinary General Meeting of BHP Billiton Plc to be held at the King Edward Hall, Merrill Lynch Financial Centre, 2 King Edward Street, London, on Monday 13 June 2005. Forms of proxy for UK and South African shareholders of BHP Billiton Plc also follow.

The Meeting is being convened to address a technical issue that has arisen in respect of the final dividend for the year ended 30 June 2004 that was paid to the holders of the ordinary shares of BHP Billiton Plc in September 2004. The technical issue arose as a result of the change in dividend timing in 2004, which resulted in the payment of three rather than two dividends, and the timing of the financial statements as presented to the 2004 Annual General Meeting of BHP Billiton Plc.

The issue does not relate to BHP Billiton Limited and is not a joint electorate matter. A general meeting of BHP Billiton Limited is not required and is not being convened.

Full details of the business of the Meeting are contained in the Notice of Extraordinary General Meeting.

Yours sincerely

Karen Wood
Company Secretary

Notice of an Extraordinary General Meeting ("EGM") of BHP Billiton Plc to be held at
the King Edward Hall, Merrill Lynch Financial Centre, 2 King Edward Street, London
EC1A 1HQ at 2.30 pm on Monday 13 June 2005 is set out on page 7 of this document.

The action to be taken by Shareholders is set out on page 5. Shareholders are
asked to complete, sign and return the enclosed Form of Proxy in accordance with
the instructions printed on it to be received not less than 48 hours before the time of
the holding of the EGM.

Expected timetable - Page 2

Part I Letter from Chairman of BHP Billiton Plc - Page 3

Part II Notice of an Extraordinary General Meeting - Page 7

Latest time for receipt of Forms of Proxy for use in relation to the
Extraordinary General Meeting - 2.30 pm on 11 June 2005

Extraordinary General Meeting - 2.30 pm on 13 June 2005

Court hearing to confirm cancellation of share premium
account by means of a reduction of capital - 6 July 2005

Cancellation of share premium account by means of a
reduction of capital becomes effective - 7 July 2005

11 May 2005

Dear Shareholder(s)

I enclose the Notice for an EGM of BHP Billiton Plc (the "Company") to be held at the
King Edward Hall, Merrill Lynch Financial Centre, 2 King Edward Street, London
EC1A 1HQ on Monday 13 June 2005 at 2.30 pm.

This EGM is being convened to address a technical issue that has arisen in respect
of the final dividend for the year ended 30 June 2004 of US$0.095 per ordinary
share, paid to the holders of the ordinary shares (the "Shareholders") in September
2004. The approval of the Shareholders for the Company to cancel (by means of a
reduction of share capital) its share premium account and thereby create up to
US$518 million distributable reserves will also be sought at the EGM.

Details of the proposals to be considered at the EGM are as follows:

As mentioned above, a technical issue has arisen in respect of the final dividend for
the 2004 financial year, paid to shareholders in September 2004 (the "September
2004 dividend").

Under the Companies Act 1985 ("the Act") a distribution made by the Company must
not exceed the amount of distributable profits reported in the last annual accounts of
the Company laid before the Company in a general meeting.

In its accounts for the financial year ended 30 June 2003 (the "June 2003 accounts"),
the Company reported retained earnings of US$603 million. The dividends that
were to be paid for the 2004 financial year were set at US$407 million.

This analysis of distributable profits did not take into account the change in dividend
timing in 2004, which resulted in the payment of three rather than two dividends as
had been originally envisaged. Dividends were paid on 3 December 2003, 5 May
2004 and 22 September 2004. Consequently, the three dividends declared and
accrued during the 2004 financial year totalled US$641 million. This amount
exceeded by US$38 million the distributable profits reported in the June 2003
accounts, being the audited accounts which the Company had most recently laid
before the Company in a general meeting. Under the Act, the June 2003 accounts
were the relevant accounts for the purposes of the directors of the Company (the
"Directors") making their determination of the amount of the distribution to be made to
Shareholders in September 2004.

The audited accounts for the year ended 30 June 2004 (the "June 2004 accounts")
showed distributable profits of US$608 million, which indicated that the Company
would have earned sufficient distributable profits to cover the entire payment of
dividends during 2004 including the September 2004 dividend. The effect of the
Company exceeding the distributable profits reported in the June 2003 accounts, is
that the September 2004 dividend exceeded the amount the Company could
technically pay and therefore in paying the September 2004 dividend the Company
infringed the Act.

Consequently, the Company may have claims under the Act against present and
past shareholders who were recipients of the September 2004 dividend to recover
the amounts paid in technical infringement of the Act (to the amount of US$38
million). The Company may also have claims against those Directors who
participated at the Board meeting at which the decisions were taken to pay the
September 2004 dividend.

It is clearly not the Company's intention to make any such claim against either the
Shareholders or Directors. The Company has been advised by its external legal
advisors that this matter can be remedied by the passing of a resolution by the
Shareholders to put the Shareholders and Directors into the position which was
always intended.

A resolution will therefore be proposed at the EGM to sanction the appropriation of
profits to the September 2004 dividend payment, to waive any rights of the Company
against Shareholders who received the September 2004 dividend and against both
past and present Directors who approved the payment of the September 2004
dividend, and to approve the Company entering into deeds of release in favour of
such Shareholders and Directors. Draft forms of the deeds are available for
inspection as explained later in this document.

HM Revenue and Customs ("HMRC") has provided written confirmation that the
September 2004 dividend will continue to be treated as a distribution for United
Kingdom tax purposes (made at the time at which the September 2004 dividend was
paid) and that the proposed releases will have no tax implications for Shareholders
who received the September 2004 dividend. HMRC will therefore treat the tax
position of the Company and of United Kingdom tax resident Shareholders as being
unaffected by the irregularity and the tax position will be as if the September 2004
dividend had been lawfully paid in September 2004. Therefore, United Kingdom
resident Shareholders need take no further action. HMRC has confirmed that it will
accept the dividend and tax credit vouchers already issued.

Sullivan & Cromwell LLP, United States tax counsel, has advised the Company
that the technical infringement of the Act and proposed releases will not affect the
United States Federal income tax treatment of Shareholders who are residents or
citizens of the United States or otherwise United States persons for Federal income
tax purposes and who received the September 2004 dividend. (Sullivan and
Cromwell LLP has given and not withdrawn its written consent to the issue of this
document and its name in the form and context in which they appear).

Edward Nathan, South African tax counsel, has advised the Company that the
technical infringement of the Act and proposed releases will not affect the South
African tax treatment of Shareholders who are South African residents and who
received the September 2004 dividend (Edward Nathan has given and not withdrawn
its written consent to the issue of this document and its name in the form and context
in which they appear).

If any other non-UK tax resident shareholder has any doubt about his or her foreign
tax position, he or she should consult their own professional adviser.

It is proposed that, subject to the passing of the relevant resolution and subsequent
confirmation by the Court, the Company will cancel the entire amount standing to the
credit of its share premium account (the "Cancellation"). The reserve created by the
Cancellation will, subject to any arrangements required for the protection of creditors,
be credited to the Company's distributable reserves account (being the Profit & Loss
Account as contained in the Balance Sheet in the Company's next Annual Report).
The amount standing to the credit of the share premium account prior to the
Cancellation is US$518 million.

Under the Act, a distribution made by a company must not exceed the amount of
distributable profits reported in the accounts of the Company. The purpose of the
Cancellation is to increase the Company's distributable reserves (being the Profit &
Loss Account as contained in the Balance Sheet in the Company's next Annual
Report) and provide headroom for the Company to pay future dividends to
Shareholders.

Under the Act, a company may reduce its share capital (including by way of a
cancellation of its share premium account) provided the reduction is approved by a
special resolution of its shareholders in a general meeting and is confirmed by the
Court. If the resolution to be proposed at the EGM is passed by the Shareholders,
an application will be made as soon as is reasonably practicable to the High Court for
confirmation of the Cancellation. It is expected that the application will be heard on
6 July.

In confirming the Cancellation, the Court will require protection for the creditors of the
Company whose debts (including contingent debts) remain outstanding at the date
on which the Cancellation becomes effective and whose consent has not already
been given to the Cancellation. The Company will be seeking the consent of its
creditors, and appropriate Court approved arrangements will be implemented in
relation to any non-consenting creditors.

A Form of Proxy in relation to the EGM accompanies this document. You are asked
to complete, sign and date this Form in accordance with the instructions printed on it
and return it as soon as possible and, in any event, so as to be received by the
Company's Registrars, Computershare, no later than 2.30 pm (Daylight Savings
Time) or 3.30 pm South African local time on 11 June 2005. A reply paid envelope is
included for this purpose for use in the UK only. Alternatively, you may register your
proxy appointment and voting instructions electronically over the internet, by fax or
(for shares held through CREST) via the CREST proxy voting system.

Completion and return of the Form of Proxy will not preclude you from attending the
EGMand voting in person if you wish to do so.

The quorum for the EGM is five Shareholders present in person. Each resolution
proposed is a special resolution which requires to be passed by a majority of not less
than 75 per cent of the votes cast.

In relation to Item 1, Mr Carlos Cordeiro in his capacity as an independent
non-executive Director, appointed after the approval of the September 2004 Dividend,
believes that the proposals described above relating to the dividend rectification are
in the best interests of the Company and its Shareholders and he recommends that
you vote in favour of the resolution relating thereto. All the Directors other than
Mr Cordeiro who are Shareholders (holding beneficially in the aggregate 0.047% per
cent of the ordinary shares of the Company) will not be voting on the resolution in
respect of the Dividend Rectification in view of their interest in the subject matter of
this proposal.

In relation to Item 2, the Directors believe that the proposals described in this
document relating to the cancellation of the share premium account are in the best
interests of the Company and its shareholders and they unanimously recommend
that you vote in favour of the resolution relating thereto.

Yours sincerely

(a) THAT the Directors be and are hereby authorised to appropriate distributable
profits of the Company (as shown in the Profit and Loss Account in the
audited accounts of the Company made up to 30 June 2004 and reported in
the 2004 Annual Report) to the payment of the final dividend 2004, on the
Company's ordinary shares, of US$0.095 per share paid on 22 September
2004 to shareholders at the close of business on 3 September 2004 (the
"September 2004 Dividend");

Registered office:
Neathouse Place
London SW1V 1BH

• Attending the meeting and voting in person or by attorney or, in the case of
  corporate shareholders, by corporate representative; or
  

• Appointing a proxy to attend and vote on their behalf, using the Form of Proxy
  accompanying this Notice of Extraordinary General Meeting or by submitting
  their proxy appointment and voting instructions electronically via the internet,
  by fax or (for shares held through CREST) via the CREST proxy voting system.

A corporation, which is a shareholder, may appoint an individual to act as its
representative and to vote in person at the meeting. The appointment must comply
with the requirements of section 375 of the United Kingdom Companies Act 1985.
The representative should bring to the meeting evidence of his or her appointment,
including any authority under which it is signed, unless previously given to the
Company's Registrars.

A poll will be held at the Extraordinary General Meeting on each of the resolutions
referred to above.

• A shareholder who is entitled to attend and vote may appoint one or more
  proxies. Each proxy will have the right to vote on a poll and also to speak at
  the meeting.
• A proxy need not also be a shareholder.
• A proxy can be either an individual or a body corporate.
• A proxy may vote on any other business, which may properly come before the
  meeting, as that person thinks fit.
• If a proxy is not directed how to vote on an item of business, the proxy may
  vote, or abstain from voting, as it see fit.
• The appointment of the proxy may specify the proportion or the number of
  votes that the proxy may exercise. Where more than one proxy is appointed
  and the appointment does not specify the proportion or number of the
  shareholder's votes each proxy may exercise, each proxy may exercise the
  number of votes proportionate to the number of proxies appointed.
• If a proxy is instructed to abstain from voting on an item, that person is
  directed not to vote on the shareholder's behalf on the poll and the shares
  which are the subject of the proxy appointment will not be counted in
  computing the required majority.
• Shareholders who return their proxy forms with a direction how to vote but do
  not nominate the identity of their proxy will be taken to have appointed the
  Chairman of the Meeting as their proxy to vote on their behalf. If a proxy form
  is returned but the nominated proxy does not attend the meeting, the
  Chairman of the Meeting will act in place of the nominated proxy and vote in
  accordance with any instructions. Proxy appointments in favour of the
  Chairman of the Meeting, the Secretary or any other Director which do not
  contain a direction how to vote will be used where possible to support each of
  the resolutions proposed in this Notice.
• If you do not intend being present at the meeting please complete and sign
  the proxy form and return it so as to reach the Company's Registrar by 2.30 pm
  (Daylight Savings Time) Saturday 11 June 2005 for shareholders
  registered on the principal register in the United Kingdom and by 3.30 pm
  South African local time on the same day for shareholders registered on the
  South African branch register. To be effective, proxy forms must be received
  by the Company's Registrar at:

Computershare Investor Services PLC         
The Pavilions                                              
Bridgwater Road                                        
Bristol BS13 8FB                                        
United Kingdom                                          
                                                                 

Computershare Investor Services
2004(Pty) Ltd
70 Marshall Street
P O Box 61051
Johannesburg 2001
South Africa

 

• Alternatively, proxy forms may be lodged by facsimile if received by the same
  time. The facsimile numbers are +44 (0)870 6109 for shareholders on the
  principal register and 011 370 5390 for shareholders on the South African
  branch register.
• Shareholders may record their proxy appointment and voting instructions via
  the internet at www.bhpbilliton.com. Only registered BHP Billiton shareholders
  may access this facility, and they will need their Shareholder Reference
  Number (SRN) and Personal Identification Number (PIN).
  

In order for a proxy appointment or instruction made using the CREST service to be
valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be
properly authenticated in accordance with CRESTCo's specifications and must
contain the information required for such instructions, as described in the CREST
Manual. The message, regardless of whether it constitutes the appointment of a
proxy or an amendment to the instructions given to a previously appointed proxy
must, in order to be valid, be transmitted so as to be received by Computershare
Investor Services PLC (CREST participant 3RA50) by 2.30 pm on Saturday 11 June
2005. For this purpose, the time of receipt will be taken to be the time (as
determined by the timestamp applied to the message by the CREST Applications
Host) from which the issuer's agent is able to retrieve the message by enquiry to
CREST in the manner prescribed by CREST. After this time any change of
instructions to proxies appointed through CREST should be communicated to the
appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service
providers should note that CRESTCo does not make available special procedures in
CREST for any particular messages. Normal system timings and limitations will
therefore apply in relation to the input of CREST Proxy Instructions. It is the
responsibility of the CREST member concerned to take (or, if the CREST member is
a CREST personal member or sponsored member or has appointed a voting service
provider(s), to procure that his CREST sponsor or voting service provider(s) take(s))
such action as shall be necessary to ensure that a message is transmitted by means
of the CREST system by any particular time. In this connection, CREST members
and, where applicable, their CREST sponsors or voting service providers are
referred, in particular, to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances
permitted by legislation (Regulation 35(5)(A) of the Uncertificated Securities
Regulations 2001).

• Register of Directors' interests in the ordinary shares of BHP Billiton Plc
• The terms and conditions of appointment of Directors
• The deeds of release referred to in Resolution 1
• The memorandum and articles of association of BHP Billiton Plc
• The consent letters of Sullivan & Cromwell LLP and Edward Nathan.

BHP Billiton Plc
Registered in England
and Wales Number
3196209

Mark X if you have made any changes to your address details, sign below and return to ___________________________
the Company's Registrar, Computershare.

I/We being a member of BHP Billiton Plc and entitled to attend and vote hereby appoint

or failing whom, or if no person is named, the Chairman of the Meeting, to act generally on my/our behalf and to vote in accordance with the directions on this form or, if no directions have been given, as he or she thinks fit, at the Extraordinary General Meeting ("EGM") of the Company to be held on 13 June 2005, and at any adjournment thereof. Should any resolutions, other than those specified, be proposed at the EGM, my/our proxy may vote on those matters as he or she thinks fit. I/We understand that I/we may submit a proxy form and still attend the EGM. If I/we do this my/our proxy's authority is suspended only in relation to those resolutions (if any) where I/we have appointed the proxy but on which I/we choose to vote personally.