BHP Group Limited — Director's Dealing 2008

Dec 1, 2008

Company Secretariat

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2 December 2008

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 cc: New York Stock Exchange Swiss Stock Exchange JSE Limited London Stock Exchange 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 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 Code.

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	19 December 2007
Date issuer informed oftransaction	28 November 2008
Date and place oftransaction	Melbourne, 28 November 2008
Nature of transaction	The acquisition of 61,654 ordinary fully paid sharesfollowing the exercise of Deferred Shares under the GroupIncentive Scheme.

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
Nature of indirect interest(including registered holder)	—
**Date of change **	28 November 2008
No. of securities held prior tochange	175,437
Class	Ordinary Shares in BHP Billiton Limited
Number acquired	61,654
Number disposed	—
Value/Consideration	Exercise @ nil cost
No. of securities held afterchange	237,091
Nature of changeExample: on-market trade, off-markettrade, exercise of options, issue ofsecurities under dividend reinvestmentplan, participation inbuy-back	The acquisition of 61,654 ordinary fully paid sharesfollowing the exercise of Deferred Shares under the GroupIncentive Scheme.
Any additional information	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).

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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.

— Date of grant — Period during which or date on which exercisable — Total amount paid (if any) for the grant — Description of securities involved: class; number — Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise

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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	23,648 -maximum number of GISDeferred Shares (ordinaryshares of BHP Billiton Limited)592,676 -maximum number ofPerformance Shares (ordinaryshares of BHP Billiton Limited)under the LTIP194 - maximum number of matchedshares (ordinary shares ofBHP Billiton Limited) underShareplus________________________________________616,518 Total
Any additional information	This change is in respect of the exercise on 28November 2008 of 61,654 Deferred Shares(29,455 - 2006 Deferred Shares and 32,199 -2005 Deferred Shares) under the BHPBilliton’s Group Incentive Scheme

Part 4 – Contact details

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

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