BHP Group Limited — Director's Dealing 2008

Dec 9, 2008

Company Secretariat

9 December 2008

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BHP Billiton Limited BHP Billiton Plc 180 Lonsdale Street Neathouse Place Melbourne Victoria 3000 Australia London SW1V 1BH UK GPO BOX 86A Melbourne Victoria 3001 Australia Tel +44 20 7802 4000 Tel +61 1300 55 47 57 Fax +61 3 9609 4372 Fax + 44 20 7802 4111 bhpbilliton.com bhpbilliton.com

To: Australian Securities Exchange London Stock Exchange

cc: New York Stock Exchange Swiss Stock Exchange JSE Limited Deutsche Bank UBS Zurich

Notification of Change of Interests of Persons Discharging Managerial Responsibility (Listing Rules & Disclosure and Transparency Rules of the UK Listing Authority)

Name of entities	BHP Billiton Limited	BHP Billiton Plc
	ABN 49 004 028 077	REG NO 3196209

As part of a dual listed company structure, the Group voluntarily notifies all stock exchanges on which either BHP Billiton Limited or BHP Billiton Plc have primary or secondary listings, all those interests of directors and persons discharging managerial responsibilities of both entities in the securities of both entities (and changes to those interests) which are required to be disclosed under the Listing Rules and Disclosure and Transparency Rules of the United Kingdom Listing Authority and the Group’s Securities Dealing Procedure.

We (the entities) advise the following information under the UK Listing Authority Disclosure and Transparency Rule 3.1.4 and as agent for the person discharging managerial responsibilities in accordance with the Group’s Securities Dealing Procedure.

Name of persondischarging managerialresponsibilities	Mr M P Randolph
Date of last notice	2 December 2008
Date issuer informed oftransaction	8 December 2008
Date and place oftransaction	4 December 2008 (place of transaction not applicable)
Nature of transaction	Award of Performance Shares under the Long TermIncentive Plan (“LTIP”) and of Deferred Shares under theGroup Incentive Scheme (“GIS”).

BHP Billiton Limited ABN 49 004 028 077 Registered in Australia Registered Office:180 Lonsdale Street, Melbourne Victoria 3000 Australia

BHP Billiton Plc Registration number 3196209 Registered in England and Wales Registered Office: Neathouse Place, London SW1V 1BH UK

Members of the BHP Billiton group which is headquartered in Australia

Part 1 – Change of relevant interests in securities

Included in this Part are:

• in the case of a trust, interests in the trust made available by the responsible entity of the trust;

• details of the circumstance giving rise to the relevant interest;

• details and estimated valuation if the consideration is non-cash; and

• changes in the relevant interest of Connected Persons of the director.

Direct or indirect interest	Direct or indirect interest	-	-
Nature of indirect interest(including registered holder)		-
**Date of change **		-
No. of securities held prior tochange		-
Class		-
Number acquired		-
Number disposed		-
Value/Consideration		-
No. of securities held afterchange		-
Nature of changeExample: on-market trade, off-markettrade, exercise of options, issue ofsecurities under dividend reinvestmentplan, participation inbuy-back		-
Any additional information		Mr Randolph has a direct interest in 237,091 ordinaryshares in BHP Billiton Limited.Mr Randolph also has an indirect interest in 194 ordinaryshares in BHP Billiton Limited held by ComputershareNominees on behalf of Shareplus participants as AcquiredShares under the scheme (Shareplus is an all-employeeshare purchase plan of the BHP Billiton Group).There is no change to the above holdings.
		Mr Randolph also has an indirect intereshares in BHP Billiton Limited held by CNominees on behalf of Shareplus partici	t in 194 ordinaromputersharepants as Acquir
		Shares under the scheme (Shareplus isshare purchase plan of the BHP Billiton	an all-employeeGroup).
		There is no change to the above hold	ings.

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Part 2 – Change of interests in contracts other than as described in Part 3

Included in this Part are:

• only details of a contract in relation to which the interest has changed; and

• details and estimated valuation if the consideration is non-cash.

Detail of contract	—
Nature of interest	—
Name of registered holder(if issued securities)	—
No. and class of securities to whichinterest related prior to change	—
Interest acquired	—
Interest disposed	—
Value/Consideration	—
Interest after change	—

Part 3 – Change of interests in options or other rights granted by the entities

Included in this Part are only details of options or other rights granted which have changed, save for the total number of securities over which options or other rights are held following this notification.

this notification.
Date of grant	4 December 2008
Period during which or date on whichexercisable	•Performance Shares – August 2013 toAugust 2018•Deferred Shares – August 2010 toAugust 2013
Total amount paid (if any) for the grant	—
Description of securities involved:class; number	•225,000 Performance Shares (ordinaryshares of BHP Billiton Limited) under theLTIP•45,027 Deferred Shares (ordinary sharesof BHP Billiton Limited) under the GIS
Exercise price (if fixed at time of grant) orindication that price is to be fixed at timeof exercise	Nil

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Part 3 – Change of interests in options or other rights granted by the entities (cont’d)

Total number of securities over whichoptions or other rights held at the date ofthis notice	68,675 – maximum number ofDeferred Shares (ordinary sharesof BHP Billiton Limited) under theGIS817,676 – maximum number of PerformanceShares (ordinary shares of BHPBilliton Limited) under the LTIP194 – maximum number of MatchedShares (ordinary shares of BHPBilliton Limited) under Shareplus_________886,545 – Total
Any additional information	This notification is in respect of the award ofPerformance Shares under the LTIP andDeferred Shares underthe GIS.

Part 4 – Contact details

Name of authorised officers responsiblefor making this notification on behalf ofthe entities	Ms F Smith – BHP Billiton LimitedMs E Hobley – BHP Billiton Plc
Contact details	Ms F SmithTel:+61 3 9609 3179Fax:+61 3 9609 4372Ms E HobleyTel:+44 20 7802 4054Fax:+44 20 7802 3054

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