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 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 document.

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 document.

Name of person discharging managerial responsibilities	Mr G Kerr
Date of last notice	3 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”), of Deferred Shares under the Group Incentive Scheme (“GIS”) and of Transitional GMC Awards.

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 interest o	f 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 inbuy-back	—
Any additional information	Mr Kerr has a direct interest in 54,725 ordinary shares in BHP Billiton Limited. Mr Kerr also has an indirect interest in 297 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 planoftheBHP BillitonGroup.

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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 which interest 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	5 December 2012
Period during which or date on which exercisable	Performance Shares – August 2017 to August 2022 Deferred Shares – August 2014 to August 2017 Transitional GMC Awards – August 2015 (Tranche One) –August2016 (Tranche Two)
Total amount paid (if any) for the grant	—
Description of securities involved: class; number	108,939 Performance Shares (BHP Billiton Limited) under the LTIP 13,230 Deferred Shares (BHP Billiton Limited) under the GIS 17,917 Transitional GMC Awards (BHP Billiton Limited)(Tranche One) 17,917 Transitional GMC Awards (BHP Billiton Limited) (Tranche Two)
Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of 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 which BHP Billiton Limited: options or other rights held at the date of this notice

108,939 – maximum number of Performance Shares (over ordinary shares of BHP Billiton Limited) under the LTIP 20,000 – vested Performance Shares (over ordinary shares of BHP Billiton Limited) under the LTIP 35,834 – maximum number of Transitional GMC Awards (over ordinary shares of BHP Billiton Limited) 13,230 – maximum number of Deferred Shares (over ordinary shares of BHP Billiton Limited) under the GIS 15,169 – vested Deferred Shares (over ordinary shares of BHP Billiton Limited) under the GIS 11,963 – maximum number of Deferred Shares (over ordinary shares of BHP Billiton Limited) under the GSTIP 4,818 – vested Deferred Shares (over ordinary shares of BHP Billiton Limited) under the GSTIP 17,345 – vested Options (over ordinary shares of BHP Billiton Limited) under the GSTIP 49,500 – maximum number of Restricted Shares (over ordinary shares of BHP Billiton Limited) under the MAP 21,000 – vested Restricted Shares (over ordinary shares of BHP Billiton Limited) under the MAP 188 – maximum number of matched shares (ordinary shares of BHP Billiton Limited) under Shareplus __ 297,986 – Total

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Any additional information This notification is in respect of the award of Performance Shares (BHP Billiton Limited) under the LTIP, Deferred Shares (BHP Billiton Limited) under the GIS and Transitional GMC Awards (BHP Billiton Limited).

Part 4 – Contact details

Part 4 – 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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