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Tue 6 Jan 2009, 7:11 BIL - BHP Billiton Plc - Notification of Change of Interests of Directors and
BIL
BIBLT                                                                           
BIL - BHP Billiton Plc - Notification of Change of Interests of Directors and   
Connected Persons                                                               
BHP Billiton Plc                                                                
Share code: BIL                                                                 
ISIN: GB0000566504                                                              
6 January 2009                                                                  
Notification of Change of Interests of Directors and Connected Persons          
(Australian Securities 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 Procedure.                              
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          
Procedure.                                                                      
Name of person discharging        Mr M J Kloppers                               
managerial responsibilities                                                     
Date of last notice               9 December 2008                               
Date issuer informed of                                                         
transaction                       5 January 2009                                
Date and place of transaction     Shareplus employee share plan trust           
                                 purchased the shares on the                    
                                 Australian Securities Exchange on 30           
                                 December 2008. The shares were                 
allocated and the issuer informed on           
                                 5 January 2009.                                
Nature of transaction             47 ordinary fully paid shares of BHP          
                                 Billiton Limited purchased under               
Shareplus.                                     
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       Indirect                                      
Nature of indirect interest       Shares are held directly by Computershare     
(including registered holder)     Nominees on behalf of all Shareplus           
                                 participants.  Mr Kloppers has a               
beneficial interest in 246 shares.             
                                 Computershare Nominees CI Ltd is the           
                                 registered holder.                             
Date of change                    5 January 2009                                
No. of securities held prior to   199                                           
change                            (refer below for details of Mr Kloppers`      
                                 BHP Billiton Plc holding which is              
                                 unchanged)                                     
Class                             Ordinary fully paid shares of BHP             
                                 Billiton Limited                               
Number acquired                   47                                            
Number disposed                   -                                             
Value/Consideration               A$29.85 per share                             
No. of securities held after      246                                           
change                                                                          
Nature of change                  On market purchase through the Shareplus      
Example:  on-market trade, off-   employee share plan Trust.                    
market trade, exercise of                                                       
options, issue of securities                                                    
under dividend reinvestment plan,                                               
participation in buy-back                                                       
Any additional information        Shareplus is an all-employee share            
                                 purchase plan.  Under the plan, employees      
                                 contribute monies to purchase shares           
(Acquired Shares), up to an annual             
                                 contribution limit of US$5,000 in any          
                                 Plan year.  Shares are purchased on a          
                                 quarterly basis using the employees`           
contributions made each pay period over        
                                 the preceding 3 months. Any Acquired           
                                 Shares still held by employees at the end      
                                 of a 3 year holding period will be             
matched by the company on a 1:1 basis.         
                                 Mr Kloppers has an indirect interest in        
                                 396,683 ordinary shares in BHP Billiton        
                                 Plc, as follows:                               
316,683 ordinary shares in BHP Billiton        
                                 Plc registered in the name of Vidacos          
                                 Nominees account "FGN" of which Mr             
                                 Kloppers is the beneficial holder; and         
80,000 ordinary shares in BHP Billiton         
                                 Plc held by the Kloppers Family                
                                 Superannuation Fund and registered in the      
                                 name of Vidacos Nominees Limited.              
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                                     -                             
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 interests in options or other rights granted by the entities 
(cont`d)                                                                        
Total number of securities      BHP Billiton Plc interests:                     
over which options or other                                                     
rights held at the date of      90,071   -  vested Deferred Shares              
this notice                                 (ordinary shares of BHP             
Billiton Plc) under the GIS         
                                            for 2005 and 2006                   
                                                                                
                               675,000 -   maximum number of                    
Performance Shares (ordinary         
                                           shares of BHP Billiton Plc)          
                                           under the LTIP                       
                               ________                                         
765,071 -   Total                                
                                                                                
                               BHP Billiton Limited interests:                  
                                                                                
123,429  -  maximum number of Deferred           
                                           Shares (ordinary shares of           
                                           BHP Billiton Limited) under          
                                           the GIS                              

                               833,327  -  maximum number of                    
                                           Performance Shares (ordinary         
                                           shares of BHP Billiton               
Limited) under the LTIP              
                                                                                
                               246      -  maximum number of matched            
                                           shares (ordinary shares of           
BHP Billiton Limited) under          
                                           Shareplus                            
                               ________                                         
                               957,002 -   Total                                

Any additional information      This notification is in respect of the          
                               Acquired Shares under the Shareplus              
                               (share purchase) scheme (see Part 1)             
Part 4 - Contact details                                                        
Name of authorised officers     Ms F Smith -  BHP Billiton Limited              
responsible for making this                                                     
notification on behalf of the   Ms E Hobley - BHP Billiton Plc                  
entities                                    -    BHP Billiton Plc               
                                                                                
Contact details                 Ms F Smith     Tel: +61 3 9609 3179             
                                              Fax: +61 3 9609 4372              

                               Ms E Hobley    Tel: +44 20 7802 4054             
                                              Fax: +44 20 7802 3054             
BHP Billiton Limited ABN 49     BHP Billiton Plc Registration                   
004 028 077                     number 3196209                                  
Registered in Australia         Registered in England and Wales                 
Registered Office: 180          Registered Office: Neathouse                    
Lonsdale Street Melbourne       Place London SW1V 1BH United                    
Victoria 3000                   Kingdom                                         
The BHP Billiton Group is headquartered in Australia                            
Date: 06/01/2009 07:11:27 Produced by the JSE SENS Department.                  
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