BHP Group Limited — Director's Dealing 2014

Aug 24, 2014

Company Secretariat

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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

25 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 person discharging managerial responsibilities	Ms J McAloon
Date of last notice	20December 2013
Date issuer informed of **transaction **	22 August 2014
Date and place of transaction	21 August 2014 (Australian Securities Exchange) The employee share plan trust purchased the shares. The shares were allocated, and theissuer wasinformed on 22 August2014.

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

The acquisition of: • 8,698 ordinary shares in BHP Billiton Limited following the vesting of Deferred Shares under the 2012 Group Short Term Incentive Plan (GSTIP); • 16,600 ordinary shares in BHP Billiton Limited following the vesting of Restricted Shares under the 2011 Management Award Plan (MAP); • the acquisition of 138 Matched Shares (ordinary fully paid shares of BHP Billiton Limited) (see Part 3), and the transfer of 138 Acquired Shares (ordinary fully paid shares of BHP Billiton Limited), under the terms of the employee share plan Shareplus (2011); and • the transfer of 3,933 ordinary shares in BHP Billiton Limited to Dockrill Investment Pty Ltd as trustee for the Dockrill Superannuation Fund. In addition, an on-market sale of 12,509 ordinary shares on the Australian Securities Exchange, made in order to meet expected tax obligations.

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 inter	est of Connected Persons of the director.
Direct or indirect interest	Direct andindirect
Nature of indirect interest (including registered holder)	Ms McAloon has an indirect interest in 12,025 ordinary shares in BHP Billiton Limited, as follows: i) 11,922 ordinary shares in BHP Billiton Limited held by Dockrill Investment Pty Ltd as trustee for the Dockrill Super Fund; ii) 103 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 as described below in “Any additional information”. * Note – total above reflects shares transferred in this transaction (Acquired Shares) previously held by Shareplus nominee Computershare Nominees.
Date of change	21 August 2014
No. of securities held prior to change	38,424 (direct) 8,230 (indirect)
Class	Ordinary Sharesin BHP Billiton Limited
Number acquired	25,298 138 (Matched Shares, Shareplus2011)
Number disposed	12,509
**Value/Consideration **	Vesting of 25,298 atnilcost

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	138 Matched Shares – nil cost Sale of 12,509 at $38.23 per share (average) Transfer of 3,933 to Dockrill Investment Pty Ltd as trustee for the Dockrill Superannuation Fund at $38.13
No. of securities held after change	47,556 (Direct) 12,025 (Indirect)
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation inbuy-back	Please see “Nature of transaction” above.
Any additional information	Shareplus is an all-employee share purchase plan. Under the plan, employees contribute monies to purchase shares (Acquired Shares), up to an annual contribution limit of US$5,000 in any Plan year. Shares are purchased on a quarterly basis using the employees’ contributions made each pay period over the preceding 3 months. Any Acquired Shares still held by employees at the end of a 3 year qualification period will be matched by the company ona1:1basis.

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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	—
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	—

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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 options or other rights held at the date of this notice		BHP Billiton Limited: 65,684 – maximum number of Performance Shares (ordinary shares of BHP Billiton Limited) under the LTIP 1,270 – maximum number of Deferred Shares (ordinary shares of BHP Billiton Limited) under the GIS 27,368 – maximum number of Transitional GMC Awards (over ordinary shares of BHP Billiton Limited) 6,709 – maximum number of Deferred Shares (over ordinary shares of BHP Billiton Limited) under the GSTIP 17,900 – maximum number of Restricted Shares (over ordinary shares of BHP Billiton Limited) under the MAP 103 – maximum number of Match Shares (over ordinary shares of BHP Billiton Limited) under Shareplus __ 119,034 – Total
Any additional information		This notification is in respect of the vesting of Deferred Shares under the GSTIP and Restricted Shares under the MAP, and the allocation and transfer of vested Matched Shares, the transfer of Acquired Shares under Shareplus (see part 1), and the transfer to Dockrill Investment Pty Ltd as trustee fortheDockrillSuperannuation Fund.

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Part 4 – Contact details

Part 4 – Contact details
Name of authorised officers responsible for making this notification on behalf of the entities	Nicole Duncan – BHP Billiton Limited Geof Stapledon–BHP Billiton Plc
Contact details	Nicole Duncan Tel: +61 3 9609 2917 Fax: +61 3 9611 1044 Geof Stapledon Tel: +44 20 7802 4176 Fax:+44 2078023054

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