BHP Group Limited — Director's Dealing 2014

Aug 28, 2014

Company Secretariat

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BHP Billiton Limited 171 Collins Street Melbourne Victoria 3000 Australia GPO BOX 86 Melbourne Victoria 3001 Australia Tel +61 1300 55 47 57 Fax +61 3 9609 3015 bhpbilliton.com

BHP Billiton Plc Neathouse Place London SW1V 1LH UK Tel +44 20 7802 4000 Fax + 44 20 7802 4111 bhpbilliton.com

29 August 2014

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 004028 077	REGNO 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 persondischarging managerialresponsibilities	Mr L Maxsted
Date of last notice	23 August 2013
Date issuer informed of**transaction **	28 August 2014
Date and place of**transaction **	28 August 2014 (Australian Securities Exchange)

BHP Billiton Limited ABN 49 004 028 077 Registered in Australia Registered Office: 171 Collins Street Melbourne Victoria 3000

BHP Billiton Plc Registration number 3196209 Registered in England and Wales Registered Office: Neathouse Place, London SW1V 1LH United Kingdom

The BHP Billiton Group is headquartered in Australia

Nature of transaction

On-market purchase of 1,500 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.

		(i) 3	,000 ordinary shares in BHP Billi	ton Limited registered in the name
		of JMax	acobite Investments Pty Ltd whicsted, as beneficial owner.	h holds the shares on behalf of Mr
		(ii)of A	,000 ordinary shares in BHP Billlign Investments Pty Ltd which h	iton Limited registered in the nameolds the shares on behalf of Mr
		Max	sted, as beneficial owner.
		*No	te – total above reflects shares a	cquired from this transaction.
Date	of change	28 A	ugust 2014
No.	of securities held prior	6,50	0
to c	hange
ClasNu	sber acuired	Ord15	inary Shares in BHP Billiton Limi0	ted
Num	qber disposed	,-
Valu	e/Consideration	$37	.10 (average)
No.	of securities held after	8,00	0
cha	nge
Nature of changeExample: on-market trade,off-market trade exercise of
,options, issue of securities
und	er dividend reinvestment
planAn	, participation in buy-back**dditinl infrmtin **
**y **	**aoa oao **-

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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 interestrelated 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.

the total number of securities over	which options or other rights are he		ld following this notification.
Date of grant		—
Period durin which or date on	which	—
gexercisable
Total amount paid (if any) for th	e grant	—
Description of securities involv	ed:	—
class; number
Exercise price (if fixed at time oindication that price is to be fixe	f grant) ord at time of	—
exercise
Total number of securities overor other rights held at the date	which optionsf this notice
Any additional information

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Part 4 – Closed period

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.

Were the interests in the securities orcontracts detailed above traded during aclosed period where prior written clearance**was required? **	No.
If so, was prior written clearance provided toallow the trade to proceed during this period?	Under our Securities Dealing Policy a PersonDischarging Managerial Responsibilities cannotdeal in BHP Billiton Securities without priorclearance. This requirement applies to all dealings,including those that occur outside of a closedperiod.
If prior written clearance was provided, onwhat date was this provided?	—

Part 5 – Contact details

Name of authorised officers responsible formaking this notification on behalf of theentities	Nicole Duncan – BHP Billiton LimitedGeof Stapledon–BHP Billiton Plc
Contact details	Nicole Duncan Tel: +61 3 9609 2917Fax: +61 3 9611 1044Geof Stapledon Tel: +44 20 7802 4176Fax:+44 2078023054

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