BHP Group Limited — Director's Dealing 2012

Oct 2, 2012

Company Secretariat

3 October 2012

==> picture [100 x 75] intentionally omitted <==

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 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 M P Randolph
Date of last notice	3 April 2012
Date issuer informed of transaction	3 October 2012
Date and place of transaction	3 October 2012 (Australian Securities Exchange)
Nature of transaction	The acquisition of 197,676 ordinary shares in BHP Billiton Limited following the exercise of Performance Shares under the 2007 Long Term Incentive Plan and 30,819 ordinary shares in BHP Billiton Limited following the exercise of Deferred Shares under the 2010 Group Incentive Scheme. In addition, an on-market sale of 145,000 ordinary shares on the AustralianSecurities Exchange, made in order to meet expected tax obligations.

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)	Mr Randolph has an indirect interest in 320 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.
**Date of change **	3 October 2012
No. of securities held prior to change	321,930 (Direct) 320 (Indirect)
Class	Ordinary Shares in BHP Billiton Limited
Number acquired	228,495
Number disposed	145,000
Value/Consideration	Exercise of 228,495 at nil cost Sale of 145,000 at $33.41 per share
No. of securities held after change	405,425 (Direct) 320 (Indirect)
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	The acquisition of 197,676 ordinary shares in BHP Billiton Limited following the exercise of Performance Shares under the 2007 Long Term Incentive Plan and 30,819 ordinary shares in BHP Billiton Limited following the exercise of Deferred Shares under the 2010 Group Incentive Scheme. In addition, an on-market sale of 145,000 ordinary shares on the AustralianSecurities Exchange, made in order to meet expected tax obligations.
Any additional information	In addition, Mr Randolph has elected to cease contributions to Shareplus.

2

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	—
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	—

3

Part 3 – Change of 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	569,603 – maximum number of Performance Shares (ordinary shares of BHP Billiton Limited) under the LTIP 36,824 – maximum number of Deferred Shares (ordinary shares of BHP Billiton Limited) under the GIS 320 – maximum number of Matched Shares (ordinary shares of BHP Billiton Limited) under Shareplus ___ 606,747 – Total
Any additional information	This notification is in respect of an exercise of vested 2007 Performance Shares (197,676) under the BHP Billiton Limited Long Term Incentive Plan and the exercise of vested 2010 Deferred Shares (30,819) under the BHP Billiton Limited Group Incentive Scheme.

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 20 7802 3054

4