BHP Group Limited — Director's Dealing 2008

Apr 2, 2008

Company Secretariat

3 April 2008

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

We (the entities) advise the following information under ASX Listing Rule 3.19A.2 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 Code.

Name of director	Mr M Kloppers
Date of last notice	4 January 2008
Date issuer informed of transaction	1 April 2008
Date and place of transaction	Shareplus employee share plan trust purchased the shares on the Australian Securities Exchange on 27 March 2008. The shares were allocated and the issuer informed on 1 April 2008.
Nature of transaction	46 ordinary fully paid shares of BHP Billiton Limited purchased under Shareplus.

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 director’s 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	Indirect
Nature of indirect interest (including registered holder)	Shares are held directly by Computershare Nominees on behalf of all Shareplus participants. Mr Kloppers has a beneficial interest in 123 shares. Computershare Nominees CI Ltd (ASX Share Plus Control Account) is the registered holder.
**Date of change **	1 April 2008
No. of securities held prior to change	77 (refer below for details of Mr Kloppers’ BHP Billiton Plc holding which is unchanged)
Class	Ordinary fully paid shares of BHP Billiton Limited
Number acquired	46
Number disposed	—
Value/Consideration	A$35.78 per share
No. of securities held after change	123
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation inbuy-back	On market purchase through the Shareplus employee share plan trust.
Any additional information	Shareplus is an all-employee share purchase plan. Under the plan, employees contribute monies to purchase shares (Acquired Shares), up to an annual contribution limit of US$5,000 in any Plan year. Shares are purchased on a quarterly basis using the employees’ contributions made each pay period over the preceding 3 months. Any Acquired Shares still held by employees at the end of a 3 year holding period will be matched by the company on a 1:1 basis. Mr Kloppers has an indirect interest in 396,683 ordinary shares in BHP Billiton Plc, as follows: i) 316,683 ordinary shares in BHP Billiton Plc registered in the name of Vidacos Nominees account “FGN” of which Mr Kloppers is the beneficial holder; and ii) 80,000 ordinary shares in BHP Billiton Plc held by the Kloppers Family Superannuation Fund and registered in the name of Vidacos Nominees Limited.

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Part 2 – Change of director’s 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 which interest related prior to change	—
Interest acquired	—
Interest disposed	—
Value/Consideration	—
Interest after change	—

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

Total number of securities over which options or other rights held at the date of this notice		BHP Billiton Plc interests: 52,771 - vested GIS Deferred Shares (ordinary shares of BHP Billiton Plc) 37,300 - maximum number of GIS Deferred Shares (ordinary shares of BHP Billiton Plc) 675,000 - maximum number of Performance Shares (ordinary shares of BHP Billiton Plc) under the LTIP ______ 765,071 Total BHP Billiton Limited interests: 27,582 - maximum number of GIS Deferred Shares (ordinary shares of BHP Billiton Limited) 333,327 - maximum number of Performance Shares (ordinary shares of BHP Billiton Limited) under the LTIP 123 - maximum number of matched shares (ordinary shares of BHP Billiton Limited) under Shareplus ________ 361,032 Total
Any additional information		This notification is in respect of the Acquired Shares under the Shareplus (share purchase) scheme (see Part 1).

Part 4 – Contact details

Name of authorised officers responsible for making this notification on behalf of the entities	Ms F Smith – BHP Billiton Limited Mrs I Watson – BHP Billiton Plc
Contact details	Ms F Smith Tel: +61 3 9609 3179 Fax: +61 3 9609 4372 Mrs I Watson Tel: +44 20 7802 4176 Fax: +44 20 7802 3176

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