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 Directors and Connected Persons (Australian Securities Exchange Listing Rules Appendix 3Y) (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 Australian Securities Exchange (ASX) Listing Rules, the Listing Rules and Disclosure and Transparency Rules of the United Kingdom Listing Authority, the Australian Corporations Act, the United Kingdom Companies Acts and the Group’s Securities Dealing Procedure.

We (the entities) advise the following information under ASX Listing Rule 3.19A.2, the UK Listing Authority Disclosure and Transparency Rule 3.1.4 and as agent for the director for the purposes of section 205G of the Australian Corporations Act and in accordance with the Group’s Securities Dealing Procedure.

purposes of sectionGroup’s Securities	purposes of sectionGroup’s Securities	205G of the Australian CDealing Procedure.	205G of the Australian CDealing Procedure.	orporations Act and in ac	cordance with the	cordance with the
	Name of persondischarging man	agerial	Mr M J Kloppe	rs
	responsibilities
	Date of last notic	e	7 October 200	8
	Date issuer infortransaction	med of	8 December 2	008
	Date and place of		4 December 2	008 (place of transaction	not applicable)
	transaction
	Nature of transac	tion	Award of Perf	ormance Shares under th“”	e Long Term
			Incentive PlanGroup Incentiv	(LTIP) and of Deferrede Scheme (“GIS”).	Shares under the

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	—
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 Kloppers has an indirect interest in 396,683 ordinaryshares in BHP Billiton Plc, as follows:(i)316,683 ordinary shares in BHP Billiton Plcregistered in the name of Vidacos Nomineesaccount “FGN” of which Mr Kloppers is thebeneficial holder; and(ii)80,000 ordinary shares in BHP Billiton Plc heldby the Kloppers Family Superannuation Fundand registered in the name of VidacosNominees Limited.Mr Kloppers has an indirect interest in 199 ordinary sharesin BHP Billiton Limited held by Computershare Nominees .Mr Kloppers has a beneficial interest in these shares.There is no change to the above holding.

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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	•500,000 Performance Shares under theLTIP•95,847 Deferred Shares 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		BHP Billiton Plc interests:90,071 – vested Deferred Shares (ordinaryshares of BHP Billiton Plc) underthe GIS for 2005 and 2006675,000 – maximum number of PerformanceShares (ordinary shares of BHPBilliton Plc) under the LTIP765,071 – TotalBHP Billiton Limited interests:123,429 – maximum number of DeferredShares (ordinary shares of BHPBilliton Limited) under the GIS833,327 – maximum number of PerformanceShares (ordinary shares of BHPBilliton Limited) under the LTIP199 – maximum number of matchedshares (ordinary shares of BHPBilliton Limited) under Shareplus956,955 – Total
Any additional information		This notification is in respect of the award ofPerformance Shares under the LTIP andDeferred Shares under the 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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