BHP Group Limited — Director's Dealing 2017

Aug 29, 2017

Group Governance

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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	Andrew Mackenzie
Date of last notice	14 December 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)		Andrew Mackenzie has an indirect interest in 266,205 ordinary shares in BHP Billiton Plc and 93,051 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.
Date of change		24 August 2017 for vesting 24 August2017 for sale
No. of securities held prior to 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 1,118,066 – 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.
Class		Ordinary sharesin BHP Billiton Limited.
Number acquired		74,072(BHP Billiton Limited).
Number disposed		36,221(BHP Billiton Limited).
Value/Consideration		Vesting of 69,566 at nil cost. 4,506 Dividend Equivalent Payments in shares at nil cost. Sale of 36,221 at AUD$26.50 per share (average).
No. of securities held after change		Ordinary shares: BHP Billiton Plc 266,205 – Indirect BHP Billiton Limited 93,051 – Indirect Options and other rights: BHP Billiton Limited 1,118,066 – 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:  69,566 ordinary shares in BHP Billiton Limited following the vesting of Deferred Shares under FY2015 Short Term Incentive Plan; and  4,506 ordinary shares in BHP Billiton Limited in accordance with the Group’s policy on Dividend Equivalent Payments. An on-market sale of 36,221 BHP Billiton Limited ordinary shares on the Australian Securities Exchange, made in order to meet expected tax obligations. 2012 Long Term Incentive Plan- nil vesting: None of Andrew Mackenzie’s 151,609 Long Term Incentive Plan 2012 awards vested.

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 occur outside of a Closed Period.
If prior written clearance was provided, on what date **was this provided? **	N/A

Part 4 - 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: +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