BHP Group Limited — Director's Dealing 2012

Jul 2, 2012

Company Secretariat

3 July 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 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 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 persondischarging managerialresponsibilities	Mr M J Kloppers
Date of last notice	3 April 2012
Date issuer informed oftransaction	3 July 2012
Date and place oftransaction	Shareplus employee share plan trust purchased the shares onthe Australian Securities Exchange on 28 June 2012. Theshares were allocated and the issuer informed on 3 July 2012.
Nature of transaction	41 ordinary fully paid shares of BHP Billiton Limited purchasedunder 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 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)		BHP Billiton PlcMr Kloppers has an indirect interest in 325,375 ordinary shares inBHP Billiton Plc, as follows:i)80,000 ordinary shares in BHP Billiton Plc held by theKloppers Family Superannuation Fund and registered inthe name of Kloppers Family Fund Pty Ltd; andii) 245,375 ordinary shares in BHP Billiton Plc held byMaricar Pty Ltd as trustee for the Maricar Family Trust. No change to BHP Billiton Plc interests aboveBHP Billiton LimitedMr Kloppers also has an indirect interest in 171,668* ordinaryshares in BHP Billiton Limited, as follows:iii) 148,388 ordinary shares in BHP Billiton Limited held byMaricar Pty Ltd as trustee for the Maricar Family Trust;iv) 23,000 ordinary shares in BHP Billiton Limited held by theKloppers Family Superannuation Fund and registered inthe name of Kloppers Family Fund Pty Ltd; andv) 280* ordinary shares in BHP Billiton Limited held byComputershare Nominees on behalf of Shareplusparticipants as Acquired Shares under the scheme.Shareplus is an all employee share purchase plan of theBHP Billiton Group.*Note–total above reflects shares acquired from this transaction.
**Date of change **		3 July 2012
No. of securities held prior tochange		325,375 (BHP Billiton Plc) – Indirect363,520 (BHP Billiton Plc) – Direct171,627 (BHP Billiton Limited)-Indirect
Class		Ordinary Shares in BHP Billiton Limited
Number acquired		41
Number disposed		—
Value/Consideration		A$30.84 per share
No. of securities held afterchange		325,375 (BHP Billiton Plc) – Indirect363,520 (BHP Billiton Plc) – Direct171,668 (BHP Billiton Limited)-Indirect

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Nature of changeExample: on-market trade, off-markettrade, exercise of options, issue ofsecurities under dividend reinvestmentplan, participation inbuy-back

Under Shareplus 2011, the acquisition of an indirect interest inAcquired Shares.

Any additional information

Shareplus is an all-employee share purchase plan. Under theplan, employees contribute monies to purchase shares (AcquiredShares), up to an annual contribution limit of US$5,000 in anyPlan year. Shares are purchased on a quarterly basis using theemployees’ contributions made each pay period over thepreceding 3 months. Any Acquired Shares still held by employeesat the end of a 3 year qualification period will be matched by thecompany on a 1:1 basis.

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.

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----- Start of picture text ----- Detail of contract —Nature of interest —Name of registered holder —(if issued securities)No. and class of securities to which —interest related prior to changeInterest acquired —Interest disposed —Value/Consideration —Interest after change —----- End of picture text -----

Part 3 – Closed period

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----- Start of picture text ----- Were the interests in the securities or No.contracts detailed above traded during aclosed period where prior writtenclearance was required?—If so, was prior written clearanceprovided to allow the trade to proceedduring this period?—If prior written clearance was provided,on what date was this provided?----- End of picture text -----

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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.

this notification.
Date of grant		—
Period during which or date on whichexercisable		—
Total amount paid (if any) for the grant		—
Description of securities involved:class; number		—
Exercise price (if fixed at time of grant) orindication that price is to be fixed at timeof exercise		—
Total number of securities over which
options or other rights held at the date ofthis notice		BHP Billiton Limited interests:1,510,048 – maximum number ofPerformance Shares (ordinaryshares of BHP Billiton Limited)under the LTIP119,536 – maximum number of DeferredShares (ordinary shares of BHPBilliton Limited) under the GIS280 – maximum number of MatchedShares (ordinary shares of BHPBilliton Limited) under Shareplus________1,629,864 – Total
Any additional information		This notification is in respect of the AcquiredShares under the Shareplus (share purchase)scheme (see Part 1).

Part 5 – Contact details

Part 5 – Contact details	Part 5 – Contact details	Part 5 – Contact details	Part 5 – Contact details
N f hid ffi iblNil E BHP Billi Liid
	N f hid ffi ibl	Nil E BHP Billi Liid
	ame o autorse ocers response	coa vans – ton mte
	for making this notification on behalf of
	the entities	Geof Stapledon – BHP Billiton Plc
	Contact details	Nicola EvansTel:+61 3 9609 4326
		F61 3 9609 4372
		ax:+
		Geof Stapledon Tel:+44 20 7802 4176
Fax:+44 20 7802 3054		Fax:+44 20 7802 3054

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