BHP Group Limited — Director's Dealing 2015

May 25, 2015

Company Secretariat

26 May 2015

==> picture [119 x 90] intentionally omitted <==

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, 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 A Mackenzie
Date of last notice		22 December 2014
Date issuer informed of transaction		25, 26 May 2015
Date and place of transaction		Shareplus vesting: 26 May 2015 (London Stock Exchange). Adjustment of unvested BHP Billiton Awards: 24 May 2015 (not applicable).
Nature of transaction		Shareplus vesting: The acquisition of 41 Matched Shares (ordinary fully paid shares of BHP Billiton Plc), and the transfer of 41 Acquired

Shares (ordinary fully paid shares of BHP Billiton Plc) under the terms of the all employee share plan Shareplus (2012) (see Part 1). Adjustment of unvested BHP Billiton Awards: The adjustment of unvested BHP Billiton Awards on the terms set out in section 11.1 of the Shareholder Circular dated 16 March 2015 to compensate for the dilution in the value of BHP Billiton as a result of the demerger of South32 from BHP Billiton (see Part 4).

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 Mackenzie has an indirect interest in 266,246 ordinary shares in BHP Billiton Plc held by Pershing Nominees held jointly by Mr A Mackenzie and Mrs E Mackenzie, of which Mr Mackenzie is a beneficiary. Note – total above reflects shares transferred in this transaction.
Date of change	26 May 2015
No. of securities held prior to change	266,164
Class	Ordinary Shares in BHP Billiton Plc
Number acquired	41 (Matched Shares, Shareplus 2012)
Number disposed	-
**Value/Consideration **	41 Matched Shares– nilcost
No. of securities held after change	266,246
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' contributionsmade eachpay period overthe

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 on a 1:1 basis.

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.

• only details of a contract in relation to • details and estimated valuation if the	which the interest has changed; and 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

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.

notification.
Date of grant	24 May 2015
**Period during which or date on **	Consistentwiththe terms ofthe unvestedBHP

which exercisable		Billiton Awards that have been adjusted. LTIP Performance Shares - August 2015 - August 2016 - August 2017 - August 2018 - August 2019 STIP Deferred Shares - August 2016 GIS Deferred Shares - August 2015
Total amount paid (if any) for the grant		-
Description of securities involved: class; number		32,711 Performance Shares (BHP Billiton Plc) under the LTIP 31,167 Performance Shares (BHP Billiton Limited) under the LTIP 5,226 Deferred Shares (BHP Billiton Limited) under the STIP 2,155 Deferred Shares (BHP Billiton Limited) under the GIS
Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise		Nil
Total number of securities over which options or other rights held at the date of this notice		BHP Billiton Plc: 439,547 – maximum number of Performance Shares (ordinary shares of BHP Billiton Plc) under the LTIP 30,389 – vested GIS options (ordinary shares of BHP Billiton Plc) __ 469,936 – Total BHP Billiton Limited: 438,560 – maximum number of Performance Shares (ordinary shares of BHP Billiton Limited) under the LTIP 73,527 – maximum number of Deferred Shares (ordinary shares of BHP Billiton Limited) under the STIP 30,312 – maximum number of Deferred Shares (ordinary shares of BHP Billiton Limited) under

		the GIS __ 542,399 –Total
Any additional information		Shareplus vesting: This notification is in respect of the allocation of vested Matched Shares and the transfer of Acquired Shares previously held by the nominee under Shareplus. Shareplus is described in more detail under “Additional Information” in Part 1. Adjustment of unvested BHP Billiton Awards: Total number of securities over which options or other rights held at the date of this notice as shown above includes the adjustments to unvested BHP Billiton Awards which were made on the terms set out in section 11.1 of the Shareholder Circular dated 16 March 2015 to compensate for the dilution in the value of BHP Billiton as a result of the demerger of South32 from BHP Billiton. This included adjustments to the number of Shares in BHP Billiton which may be allocated on vesting of Performance Shares held under the LTIP, Deferred Shares held under the STIP, Deferred Shares held under the GIS, Transitional GMC Awards, Deferred Shares held under the GSTIP and Restricted Shares (BHP Billiton Limited) held under the MAP.

Part 5 - Contact details

Part 5 - Contact details
Name of authorised officers responsible for making this notification on behalf of the entities	Rachel Agnew
Contact details	Rachel Agnew Tel: +61 3 9609 3730 Fax: +613 9611 1044

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 UK

Members of the BHP Billiton Group which is headquartered in Australia