BHP Group Limited — Director's Dealing 2013

Dec 19, 2013

Company Secretariat

20 December 2013

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BHP Billiton Limited BHP Billiton Plc 171 Collins Street Neathouse Place Melbourne Victoria 3000 Australia London SW1V 1BH 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 Persons Discharging Managerial Responsibility (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 Listing Rules and Disclosure and Transparency Rules of the United Kingdom Listing Authority and the Group’s Securities Dealing document.

We (the entities) advise the following information under the UK Listing Authority Disclosure and Transparency Rule 3.1.4 and as agent for the person discharging managerial responsibilities in accordance with the Group’s Securities Dealing document.

Name of person discharging managerial responsibilities	Mr G Kerr
Date of last notice	23 August 2013
Date issuer informed of transaction	19 December 2013
Date and place of transaction	19 December 2013 (place of transaction not applicable for new awards) & 19 December 2013 (Australian Securities Exchange for acquisitionand sale)
Nature of transaction	Award of Performance Shares under the Long Term Incentive Plan (“LTIP”) and of Deferred Shares under the Group Incentive Scheme (“GIS”). The acquisition of 17,345 ordinary shares in BHP Billiton Limited following the exercise of 17,345 Options under the 2009 GSTIP. In addition, an on-market sale of 17,345 ordinary shares on the Australian Securities Exchange, made in order to fund the cost of exercise of the GSTIP Options

BHP Billiton Limited ABN 49 004 028 077 BHP Billiton Plc Registration number 3196209 Registered in Australia Registered in England and Wales Registered Office: 171 Collins Street, Melbourne Victoria 3000 Australia Registered Office: Neathouse Place, London SW1V 1BH UK

Members of the BHP Billiton Group which is headquartered in Australia

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	Direct
Nature of indirect interest (including registered holder)	Mr Kerr also has an indirect interest in 188 ordinary shares in BHP Billiton Limited held by Computershare Nominees on behalf of Shareplus participants as Acquired Shares under the scheme. Shareplus is an all employee share purchase plan of the BHP Billiton Group. No change to the indirect interests
**Date of change **	19 December 2013
No. of securities held prior to change	94,396 (Direct) 188 (Indirect)
Class	Ordinary Shares in BHP Billiton Limited
Number acquired	17,345
Number disposed	17,345
Value/Consideration	Exercise of 17,345 at $38.41 per option Sale of 17,345 at $36.39 per share (average)
No. of securities held after change	94,396 (Direct) 188 (Indirect)
Nature of change Example: on-market trade, off- market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Please see “Nature of transaction” above.
Any additional information	—

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Part 2 – Change of interests in contracts other than as described in Part 3

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.

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 – 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.

Date of grant	19 December 2013
Period during which or date on which exercisable	LTIP Performance Shares – August 2018 GIS Deferred Shares – August2015
Total amount paid (if any) for the grant	—
Description of securities involved: class; number	112,394 Performance Shares (BHP Billiton Limited) under the LTIP 28,101 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

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Part 3 – Change of interests in options or other rights granted by the entities (cont’d)

Total number of securities over which options or other rights held at the date of this notice		BHP Billiton Limited: 221,333 – maximum number of Performance Shares (over ordinary shares of BHP Billiton Limited) under the LTIP 41,331 – maximum number of Deferred Shares (over ordinary shares of BHP Billiton Limited) under the GIS 35,834 – maximum number of Transitional GMC Awards (over ordinary shares of BHP Billiton Limited) 4,501 – maximum number of Conditional Deferred Shares (over ordinary shares of BHP Billiton Limited) under the GSTIP 30,000 – maximum number of Restricted Shares (over ordinary shares of BHP Billiton Limited) under the MAP 188 – maximum number of matched shares (ordinary shares of BHP Billiton Limited) under Shareplus __ 333,187 – Total
Any additional information		This notification is in respect of the award of Performance Shares under the LTIP and Deferred Shares under the GIS and the exercise of previously vested 2009 Options (17,345) under the BHP Billiton Limited GSTIP.
Part 4 – Contact details
Name of authorised officers responsible for making this notification on behalf of the entities	Nicole Duncan – BHP Billiton Limited Geof Stapledon – BHP Billiton Plc
Contact details	Nicole Duncan Tel: +61 3 9609 2917 Fax: +61 3 9611 1044 Geof Stapledon Tel: +44 20 7802 4176 Fax: +4420 78023054

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