BHP Group Limited — Director's Dealing 2017

Aug 29, 2017

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Group Governance

BHP Billiton Limited BHP Billiton Plc 171 Collins Street Nova South, Melbourne Victoria 3000 Australia 160 Victoria Street GPO BOX 86 London SW1E 5LB UK Melbourne Victoria 3001 Australia Tel +44 20 7802 4000 Tel +61 1300 55 47 57 Fax +61 3 9609 3015 Fax + 44 20 7802 4111 bhp.com bhp.com

30 August 2017

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	Ken MacKenzie
Date of last notice	22 September 2016

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)	Ken MacKenzie has an indirect interest in 47,856 ordinary shares in BHP Billiton Limited: 15,000 of those shares are held by the MacKenzie Family Trust in which Ken MacKenzie is a beneficiary; and 32,856 of those shares are held by MacKenzie Family S/F Trust in which Ken MacKenzieis a beneficiary.
Date of change	25August2017and28August2017
No. of securities held prior to change	15,000 BHP Billiton Limited shares held indirectly.
Class	Ordinary sharesin BHP Billiton Limited.
Number acquired	14,221 BHP Billiton Limited shares on 25 August 2017. 18,635BHP Billiton Limited shares on 28August2017.
Number disposed	-
Value/Consideration	Purchase of 14,221 at AUD$26.70 per share (average) on 25 August 2017. Purchase of 18,635 at AUD$26.83 per share (average) on 28August2017.

No. of securities held after change Nature of change Example: on-market trade, offmarket trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

47,856 BHP Billiton Limited shares held indirectly. On-market purchase of 14,221 BHP Billiton Limited shares on the Australian Securities Exchange on 25 August 2017. On-market purchase of 18,635 BHP Billiton Limited shares on the Australian Securities Exchange on 28 August 2017.

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 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 BHP Billiton’s Securities Dealing Policy a Director cannot deal in BHP Billiton Securities without prior written clearance. This requirement applies to all dealings, including those that occuroutside ofa ClosedPeriod.
If prior written clearance was provided, on what date **was this provided? **	N/A

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: Nova South, London SW1E 5LB UK

Members of the BHP Billiton Group which is headquartered in Australia