BHP Group Limited — Director's Dealing 2018

Aug 23, 2018

Group Governance

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23 August 2018

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

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	28 November 2017

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. No change to these interests
Date of change		22 August 2018
No. of securities held prior to change		Ordinary shares: BHP Billiton Plc 266,205 – Indirect BHP Billiton Limited 93,051 – Indirect Options and other rights: BHP Billiton Limited

		1,503,141 Maximum number of Performance Shares (ordinary shares of BHP Billiton Limited) under the Long Term Incentive Plan. 56,217 Deferred Shares (ordinary shares in BHP Billiton Limited) underthe ShortTerm IncentivePlan.
Class		Ordinary shares in BHP Billiton Limited
Number acquired		-
Number disposed		-
**Value/Consideration **		-
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 1,289,440 Maximum number of Performance Shares (ordinary shares of BHP Billiton Limited) under the Long Term Incentive Plan. 56,217 Deferred Shares (ordinary shares in 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		2013 Long Term Incentive Plan – nil vesting: None of Andrew Mackenzie’s 213,701 Long Term Incentive Plan awards vested. BHP’s five year TSR performance was negative 9.3 per cent over the five-year period from 1 July 2013 to 30 June 2018. This is below the weighted median TSR of peer companies of positive 9.6 per cent and below the TSR of the MSCI World Index of positive 67.6 per cent. This level of performance results in zero vesting for the 2013 Long Term Incentive Planawards and accordingly the awardshavelapsed.

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’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 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

This release was made outside the hours of operation of the ASX market announcements office.

BHP Billiton Limited ABN 49 004 028 077 LEI WZE1WSENV6JSZFK0JC28 Registered in Australia Registered Office: Level 18, 171 Collins Street Melbourne Victoria 3000 Australia Tel +61 1300 55 4757 Fax +61 3 9609 3015

BHP Billiton Plc Registration number 3196209 LEI 549300C116EOWV835768 Registered in England and Wales Registered Office: Nova South, 160 Victoria Street London SW1E 5LB United Kingdom Tel +44 20 7802 4000 Fax +44 20 7802 4111

Members of the BHP Group which is headquartered in Australia