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Mon 27 Aug 2007, 8:23 BIL - BHP Billiton Plc - Notification of Change of
BIL
 BIBLT                                                                           
BIL - BHP Billiton Plc - Notification of Change of Interests                    
BHP Billiton Plc                                                                
Share code:        BIL                                                          
ISIN:              GB0000566504                                                 
To:  Australian Securities Exchange  cc: New York Stock Exchange                
                                        Swiss Stock Exchange                    
                                        JSE Limited                             
London Stock Exchange               Deutsche Bank                           
                                        UBS Zurich                              
Notification of Change of Interests of Directors and Connected Persons          
(Australian Stock Exchange Listing Rules Appendix 3Y)                           
(Listing Rules & Disclosure and Transparency Rules of the UK Listing Authority) 
Name of         BHP Billiton         BHP Billiton Plc                           
entities        Limited                                                         
               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 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 M J Kloppers                                             
                                                                                
Date of last        8 June 2007                                                 
notice                                                                          
Date issuer                                                                     
informed of         22 August 2007                                              
transaction                                                                     
Date and place of                                                               
transaction         22 August 2007 (place of transaction not applicable)        
Nature of           52,771 Deferred Shares issued in 2005 under the BHP         
transaction         Billiton Plc Group Incentive Scheme became fully            
vested (refer Part 3)                                        
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                                                                        
Nature of indirect       -                                                      
interest                                                                        
(including registered                                                           
holder)                                                                         
Date of change           -                                                      
No. of securities held   -                                                      
prior to change                                                                 
Class                    -                                                      
Number acquired          -                                                      
Number disposed          -                                                      
Value/Consideration      -                                                      
No. of securities held   -                                                      
after change                                                                    
Nature of change         -                                                      
Example:  on-market                                                             
trade, off-market                                                               
trade, exercise of                                                              
options, issue of                                                               
securities under                                                                
dividend reinvestment                                                           
plan, participation in                                                          
buy-back                                                                        
Any additional           Mr Kloppers has a direct interest in 316,683           
information              ordinary shares in BHP Billiton Plc.                   
                        In addition to the above, Mr Kloppers also has          
                        an indirect interest in 80,000 ordinary shares          
in BHP Billiton Plc held by the Kloppers Family         
                        Superannuation fund, of which Mr Kloppers is a          
                        beneficiary. UBS Wealth Management Nominees Pty         
                        Ltd is the registered holder.                           
Mr Kloppers as an Executive Director also has a         
                        notifiable interest under the United Kingdom            
                        legislation in 156,819 shares of BHP Billiton           
                        Plc, being the balance of shares held by ESOP           
Trustee Limited as trustee of the Billiton              
                        Employee Share Ownership Trust.                         
                        There is no change to report on the above               
                        holdings.                                               

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                                                                
Total number of              52,771    -    vested GIS Deferred Shares          
securities over which   (ordinary shares of BHP Billiton Plc)                   
options or other                37,300      -    maximum number of GIS          
rights held at the      Deferred Shares (ordinary shares of BHP Billiton        
date of this notice     Plc)                                                    
675,000   -    maximum number of                    
                       Performance Shares (ordinary shares of BHP               
                       Billiton Plc) under the LTIP                             
                       ________________________________________                 
765,071   Total                                
                                                                                
Any additional          This notification is in respect of the vesting          
information             of 52,771 Deferred Shares under the BHP Billiton        
Plc Group Incentive Scheme (GIS).                        
                                                                                
                       The service conditions relating to the Deferred          
                       Shares were met and consequently 52,771 Deferred         
Shares vested on 22 August 2007.                         
                                                                                
Part 4 - Contact details                                                        
Name of authorised officers     Mr R Mallett - BHP Billiton Limited             
responsible for making this                                                     
notification on behalf of the   Mrs I Watson - BHP Billiton Plc    - BHP        
entities                        Billiton Plc                                    
Contact details                 Mr R Mallett   Tel: +61 3 9609 3324             
Fax: +61 3 9609 4372                        
                                                                                
                               Mrs I Watson   Tel: +44 20 7802 4176             
                                    Fax: +44 20 7802 3054                       

Date: 27/08/2007 08:23:17 Produced by the JSE SENS Department.                  
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