SHARES

As at 26 February 2004: The issued shares of Bougainville Copper Limited (BCL) were 401,062,500 fully paid one kina shares, each carrying one voting right.

The number of shareholders was 16 374.

The distribution of holdings of the issued shares was:

1 - 1,000 shares 13,517 82.55%

1,001 - 5,000 shares 2,011 12.28%

5,001 - 10,000 shares 433 2.65%

10,001 – shares and over 413 2.52%

Total Shareholders 16,374 100.00%

There were 14,156 holdings of shares (86.45%) which do not form a marketable parcel.

93.20% of the total issued shares were held by or on behalf of the 20 largest shareholders.

The substantial shareholders as at 26 February 2004 and the number of shares held by each were:

• Rio Tinto Limited and its wholly-owned subsidiary Rio Tinto Base Metals Pty Limited 214,887,966 shares (53.58%); Rio Tinto plc has an interest in the same shares through its wholly-owned subsidiaries' (Tinto Holdings Australia Pty Limited, Melbourne Vic; Rio Tinto Australian Holdings Limited, Rio Tinto Pacific Holdings Limited and Rio Tinto International Holdings Limited, all of London, UK) interests in Rio Tinto Limited and Rio Tinto Base Metals Pty Limited
• The Independent State of Papua New Guinea – 76,430,809 shares (19.06%)

TWENTY LARGEST SHAREHOLDERS

The twenty largest shareholders as at 26 February, 2004 and the number of shares held by each were:

Name and % of

Registered Issued

Address Shares Shares

1. Rio Tinto Limited

Melbourne VIC 214,887,966 53.58

2. The Independent State of

Papua New Guinea 76,430,809 19.06

3. ANZ Nominees Limited

Melbourne VIC 30,924,606 7.71

4. Citicorp Nominees Pty Limited

Melbourne VIC 26,398,336 6.58

5. Westpac Custodian Nominees

Limited Sydney NSW 7,821,685 1.95

6. National Nominees Limited

Melbourne VIC 3,132,780 0.78

7. Public Officers Superannuation

Fund Board Port Moresby PNG 2,361,500 0.59

8. J P Morgan Nominees

Australia Limited Sydney NSW 2,140,810 0.53

9. Franz Heinrich Rast

Bulli NSW 1,657,440 0.41

10. Dr Thomas John Beresford

Wheelers Hill VIC 3150 1,620,157 0.40

11. James West

Brisbane QLD 1,529,511 0.38

12. Hong Kong Toys Limited

Cook Islands 1,000,000 0.25

13. BB Nominees Pty Limited

Melbourne VIC 900,000 0.22

14. Deep Investments Pty Limited

Pymble NSW 629,343 0.16

15. Mr Anthony Patrick Cahill

Ascot Vale VIC 425,600 0.11

16. Miss Madeline Anne Eldridge

Glen Waverley VIC 410,000 0.10

17. The Abdelmalek Family Pty Ltd

Condell Park NSW 400,000 0.10

18 Mr Geok Loo Goh 400,000 0.10

Singapore

19. Mr Donald Ranaweera MBE

Columbo Sri Lanka 400,000 0.10

20. Deep Valley Pty Limited

Virginia QLD 377,000 0.09

373,847,543 93.20

BCL has been investigating a compulsory buyback of non-marketable parcels of shares. A large number of shareholders cannot sell their shares on market because they have insufficient shares to make up a marketable parcel. Furthermore, brokerage costs would exceed the value of many smallholdings. For BCL the cost of maintaining many smallholdings exceeds the market value of the shares. There is also an unsatisfactorily high number of shareholders BCL cannot find. This means any dividend due to these shareholders must be paid to the PNG Government as unclaimed money.

Benefits

Bougainville Copper Limited (BCL) year ended 31 December, 2003

K million

2003 1972-2003

PNG GOVERNMENT

Corporate income tax* - 514.2

Additional profits tax* - 72.6

Group tax (PAYE) - 122.2

Customs duty - 104.1

Miscellaneous - 10.1

Dividends* - 167.4

Dividends WHT* - 97.6

- 1 088.2

NSP GOVERNMENT

Royalties (95% to NSPG) - 61.4

Non Renewable Resources Fund - 1.8

Other taxes - 12.0

- 75.2

LANDOWNERS

Royalties (5% to Landowners) - 3.2

Compensation - 35.0

- 38.2

NON-GOVERNMENT SHAREHOLDERS

Dividends net of dividend WHT* - 582.1

EMPLOYEES

Wages (less PAYE) - 575.6

TOTAL - 2 359.3

Not included in the above table are the benefits received by the providers of goods and services to Bougainville Copper Limited.

A company survey in 1989 revealed that there were approximately 200 Bougainville based business enterprises dependent largely upon Bougainville Copper Limited's operation.

These enterprises employed in excess of 4,000 people prior to the mine closure.

* These amounts relate to the referable year (i.e. the year in which the amount became due) and hence the cash effect on the PNG economy has a delayed impact.