BHP Group Limited — Director's Dealing 2016

Sep 4, 2016

Group Governance

5 September 2016

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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

ASX Listing Rules Appendix 3Y Change of Director’s Interest Notice

Name of entities	BHP Billiton Limited	BHP Billiton Plc
	ABN 49 004 028 077	REG NO 3196209

We (the entities) give the ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Andrew Mackenzie
Date of last notice	7 December 2015

Part 1 – Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest		Indirect
Nature of indirect interest (including registered holder)		Andrew Mackenzie has an indirect interest in 266,205 ordinary shares in BHP Billiton Plc and 55,200 ordinary shares in BHP Billiton Limited held by Pershing Nominees held jointly by Andrew Mackenzie and Elizabeth Mackenzie, of which Andrew Mackenzie is a beneficiary. Note – total above reflects shares transferred in this transaction.
Date of change		31 August 2016 for vesting 1 September 2016 for sale
No. of securities held prior to change		Ordinary shares: BHP Billiton Plc 266,205 – Indirect BHP Billiton Limited 16,575 – Indirect

		Options and other rights: BHP Billiton Plc 309,899 – Maximum number of Performance Shares (ordinary shares of BHP Billiton Plc) under the Long Term Incentive Plan. BHP Billiton Limited 778,313 – Maximum number of Performance Shares (ordinary shares of BHP Billiton Limited) under the Long Term Incentive Plan. 143,093 – Maximum number of Deferred Shares (ordinary shares of BHP Billiton Limited) under the Short Term Incentive Plan.
Class		Ordinary shares in BHP Billiton Limited
Number acquired		82,904 (BHP Billiton Limited)
Number disposed		44,279 (BHP Billiton Limited)
Value/Consideration		Vesting of 73,527 at nil cost 9,377 Dividend Equivalent Payments in shares at nil cost Sale of 44,279 at AUD$19.81 per share (average)
No. of securities held after change		Ordinary shares: BHP Billiton Plc 266,205 – Indirect BHP Billiton Limited 55,200 – Indirect Options and other rights: BHP Billiton Plc 151,609 – Maximum number of Performance Shares (ordinary shares of BHP Billiton Plc) under the Long Term Incentive Plan. BHP Billiton Limited 778,313 – Maximum number of Performance Shares (ordinary shares of BHP Billiton Limited) under the Long Term Incentive Plan. 69,566 – Maximum number of Deferred Shares (ordinary shares of BHP Billiton Limited) under the Short Term Incentive Plan.
Nature of change Example: on-market trade, off- market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back		The acquisition of: 73,527 ordinary shares in BHP Billiton Limited following the vesting of Deferred Shares under the FY2014 Short Term Incentive Plan; and 9,377* ordinary shares in BHP Billiton Limited in accordance with the Group’s policy on Dividend Equivalent Payments.

In addition, an on-market sale of 44,279 BHP Billiton Limited ordinary shares on the Australian Securities Exchange, made in order to meet expected tax obligations. * Certain awards granted under BHP Billiton equity plans include eligibility to receive a Dividend Equivalent Payment as described in the BHP Billiton Remuneration Report. During 2013 the Remuneration Committee determined the Dividend Equivalent Payments on certain awards be provided in the form of ordinary shares. 2011 Long Term Incentive Plan – nil vesting: None of Andrew Mackenzie’s 158,290 2011 Long Term Incentive Plan awards vested. BHP Billiton’s five year TSR performance was negative 63.4 per cent over the five-year period from 1 July 2011 to 30 June 2016. This is below the weighted median TSR of peer companies of negative 58.4 per cent and below the TSR of the MSCI World Index of positive 38.9 per cent. This level of performance results in zero vesting for the 2011 Long Term Incentive Plan awards and accordingly the awards have lapsed.

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	-
Nature of interest	-
Name of registered holder (if issued securities)	-
Date of change	-
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 No. securities or contacts detailed above traded during a closed period where prior written consent was required?

If so, was prior written Under BHP Billiton’s Securities Dealing Policy a Director clearance provided to allow cannot deal in BHP Billiton Securities without prior written the trade to proceed during clearance. This requirement applies to all dealings, this period? including those that occur outside of a Closed Period. If prior written clearance N/A was provided, on what date was this provided?

Part 4 - Contact details

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

BHP Billiton Limited ABN 49 004 028 077 Registered in Australia Registered Office: Level 18, 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