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Fri 29 Jun 2007, 8:10 BIL - BHP Billiton Plc - Notification of Change of
BIL
 BIBLT                                                                           
BIL - BHP Billiton Plc - Notification of Change of Interests of Directors and   
                        Connected Persons                                       
BHP Billiton Plc                                                                
Share code:         BIL                                                         
ISIN:               GB0000566504                                                
Notification of Change of Interests of Directors and Connected Persons          
(Australian Securities Exchange Listing Rules Appendix 3Y)                      
(Listing Rules and Disclosure and Transparency Rules of the UK Listing          
Authority)                                                                      
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 interest 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 Australian Securities Exchange (ASX) Listing Rules, the     
Listing Rules and Disclosure and Transparency Rules of the United Kingdom       
Listing Authority, the Australian Corporations Act, the United Kingdom Companies
Acts and the Group`s Securities Dealing Code.                                   
We (the entities) advise the following information under ASX Listing Rule       
3.19A.2, the UK Listing Authority Disclosure and Transparency Rule 3.1.4 and as 
agent for the director for the purposes of section 205G of the Australian       
Corporations Act and in accordance with the Group`s Securities Dealing Code.    
Name of director                Mr D R Argus AO                                 
Date of last notice             22 December 2006                                
Date issuer informed of         28 June 2007                                    
transaction                                                                     
Date and place of transaction   28 June 2007 on the Australian                  
Securities Exchange                              
Part 1 - Change of director`s 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     Indirect                                        
Nature of indirect interest     D R & P A Argus are the registered              
(including registered holder)   holders. They are the trustees of               
                               Alamiste Superannuation Fund of which            
Mr Argus is a potential beneficiary.             
Date of change                  28 June 2007                                    
No. of securities held prior    307,495 ordinary shares in BHP Billiton         
to change                       Limited                                         
Class                           Ordinary shares in BHP Billiton Limited         
Number acquired                 14,395                                          
Number disposed                 -                                               
Value/Consideration             A$34.55 per share                               
No. of securities held after    321,890 ordinary shares in BHP Billiton         
change                          Limited                                         
Nature of change                                                                
Example:  on-market trade, off- On-market purchase                              
market trade, exercise of                                                       
options, issue of securities                                                    
under dividend reinvestment                                                     
plan, participation in buy-                                                     
back                                                                            
Any additional information      -                                               
Part 2 - Change of director`s 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 director`s 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                              -                                    
Period during which or date on which       -                                    
exercisable                                                                     
Total amount paid (if any) for the grant   -                                    
Description of securities involved:        -                                    
class; number                                                                   
Exercise price (if fixed at time of        -                                    
grant) or indication that price is to be                                        
fixed at time of exercise                                                       
Part 3 - Change of director`s 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                                                                  
Any additional information                 -                                    
Part 4 - Contact details                                                        
Name of authorised officers     Ms J McAloon - BHP Billiton Limited             
responsible for making this                                                     
notification on behalf of the   Mrs I Watson - BHP Billiton Plc    - BHP        
entities                        Billiton Plc                                    
Contact details                 Ms J McAloon   Tel: +61 3 9609 2445             
                               Fax: +61 3 9609 4372                             

                               Mrs I Watson   Tel: +44 20 7802 4176             
                               Fax: +44 20 7802 3054                            
                                                                                
29 June 2007                                                                    
Date: 29/06/2007 08:10:08 Produced by the JSE SENS Department.                  
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