BHP Group Limited — Director's Dealing 2014

Dec 21, 2014

Company Secretariat

22 December 2014

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BHP Billiton Limited BHP Billiton Plc 171 Collins Street Neathouse Place Melbourne Victoria 3000 Australia London SW1V 1LH UK GPO BOX 86 Tel +44 20 7802 4000 Melbourne Victoria 3001 Australia Fax + 44 20 7802 4111 Tel +61 1300 55 47 57 Fax +61 3 9609 3015 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 & 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 L Maxsted
Date of last notice	29 August 2014
Date issuer informed of transaction	19 December 2014
Date and place of transaction	19 December 2014 (Australian Securities Exchange)
Nature of transaction	On-market purchase of 3,500 BHP Billiton Limited shares

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)	Mr Maxsted has an indirect interest in 11,500 ordinary shares in BHP Billiton Limited as follows: (1) 3,000 ordinary shares in BHP Billiton Limited registered in the name of Jacobite Investments Pty Ltd which holds the shares on behalf of Mr Maxsted, as beneficial owner; and (2) 8,500 ordinary shares in BHP Billiton Limited registered in the name of Align Investments Pty Ltd which holds the shares on behalf of Mr Maxsted, as beneficial owner. Note – total above reflects shares acquired from this transaction.
Date of change	19 December 2014
No. of securities held prior to change	8,000
Class	Ordinary sharesin BHP Billiton Limited
Number acquired	3,500
Number disposed	-
**Value/Consideration **	AUD$28.68 (average)
No. of securities held after change	11,500
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 of BHP Billiton Limited shares
Any additional information	-

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

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 – Closed period

Were the interests in the securities or contacts detailed above traded during a closed period where prior written consent 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 written clearance. This requirement applies to all dealings, including those that occur outside of a ClosePeriod.
If prior written clearance was provided, on what date was this **provided? **	-

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	-
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	-
Total number of securities over which options or other rights held at the date of this notice	-
Any additional information	-

Part 5 - Contact details

Name of authorised officers Rachel Agnew responsible for making this notification on behalf of the entities Contact details Rachel Agnew Tel: +65 9022 0463 Fax: +61 3 9611 1044 BHP Billiton Limited ABN 49 004 028 077 BHP Billiton Plc Registration number 3196209 Registered in Australia Registered in England and Wales Registered Office: 171 Collins Street Melbourne Victoria 3000 Registered Office: Neathouse Place, London SW1V 1LH UK

Members of the BHP Billiton Group which is headquartered in Australia