BHP Group Limited — Director's Dealing 2012

Dec 6, 2012

Company Secretariat

6 December 2012

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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 86 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 JSE Limited

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 document.

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 document.

Name of person discharging managerial responsibilities	Mr M J Kloppers
Date of last notice	5 October 2012
Date issuer informed of transaction	5 December 2012
Date and place of transaction	5 December 2012(place of transaction not applicable)
Nature of transaction	Award of Performance Shares under the Long Term Incentive Plan (“LTIP”).

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.

•changes in the relevant interes	t	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 to change		—
Class		—
Number acquired		—
Number disposed		—
Value/Consideration		—
No. of securities held after change		—
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back		—
Any additional information		BHP Billiton Plc Mr Kloppers has a direct interest in 363,520 ordinary shares in BHP Billiton Plc. Mr Kloppers also has an indirect interest in 265,462 ordinary shares in BHP Billiton Plc, as follows: i) 80,000 ordinary shares in BHP Billiton Plc held by the Kloppers Family Superannuation Fund and registered in the name of Kloppers Family Fund Pty Ltd; and ii) 185,462 ordinary shares in BHP Billiton Plc held by Maricar Pty Ltd as trustee for the Maricar Family Trust. BHP Billiton Limited Mr Kloppers also has an indirect interest in 373,535 ordinary shares in BHP Billiton Limited, as follows: iii) 350,219 ordinary shares in BHP Billiton Limited held by Maricar Pty Ltd as trustee for the Maricar Family Trust; iv) 23,000 ordinary shares in BHP Billiton Limited held by the Kloppers Family Superannuation Fund and registered in the name of Kloppers Family Fund Pty Ltd; and v) 316 ordinary shares in BHP Billiton Limited held by Computershare Nominees on behalf of Shareplus participants as Acquired Shares under the scheme. Shareplus is an all employee share purchase plan of the BHP Billiton Group.

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Part 2 – Change of interests in contracts other than as described in Part 4

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.

•details and estimated valuation if the cons	ideration 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 – Closed period

Part 3 – Closed period
Were the interests in the securities or contracts detailed above traded during a closed period where prior written **clearance was required? **	No.
If so, was prior written clearance provided to allow the trade to proceed during this period?	Under our Securities Dealing Policy a Person Discharging Managerial Responsibilities cannot deal in BHP Billiton Securities without prior clearance. This requirement applies to all dealings, including those that occur outside of a Close Period.
If prior written clearance was provided, **on what date was this provided? **	—

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Part 4 – 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		5 December 2012
Period during which or date on which exercisable		Performance Shares –August2017
Total amount paid (ifany) for the grant		—
Description of securities involved: class; number		240,603 Performance Shares (BHP Billiton Limited) under the LTIP
Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise		Nil
Total number of securities over which options or other rights held at the date of this notice		BHP Billiton Limited interests: 1,417,324 – maximum number of Performance Shares (ordinary shares of BHP Billiton Limited) under the LTIP 88,327 – vested LTIP Performance Shares (ordinary shares of BHP Billiton Limited) 64,705 – maximum number of Deferred Shares (ordinary shares of BHP Billiton Limited) under the GIS 316 – maximum number of Matched Shares (ordinary shares of BHP Billiton Limited) under Shareplus __ 1,570,672 – Total
Any additional information		This notification is in respect of the award of Performance Shares (BHP Billiton Limited) under the LTIP.

Part 5 – Contact details

Part 5 – Contact details
Name of authorised officers responsible for making this notification on behalf of the entities	Nicola Evans – BHP Billiton Limited Geof Stapledon – BHP Billiton Plc
Contact details	Nicola Evans Tel: +61 3 9609 4326 Fax: +61 3 9609 4372 Geof Stapledon Tel: +44 20 7802 4176 Fax: +44 2078023054

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