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Wed 1 Apr 2009, 7:44 BIL - Bhp Billiton - Notification of Change of Interests of Directors and
BIL
BIBLT                                                                           
BIL - Bhp Billiton - Notification of Change of Interests of Directors and       
Connected Persons (Australian Securities Exchange Listing Rules Appendix 3Y)    
BHP Billiton Plc                                                                
Share code: BIL                                                                 
ISIN: GB0000566504                                                              
1 April 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 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 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                   6 January 2009                            
Date issuer informed of transaction                                             
                                     1 April 2009                               
Date and place of transaction         Shareplus employee share plan trust       
purchased the shares on the Australian     
                                     Securities Exchange on 27 March 2009.      
                                     The shares were allocated and the issuer   
                                     informed on 1 April 2009.                  
Nature of transaction                 41 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        Nominees on behalf of all Shareplus                
holder)                      participants.  Mr Kloppers has a beneficial        
                            interest in 287 shares.  Computershare              
                            Nominees CI Ltd is the registered holder.           
Date of change               1 April 2009                                       
No. of securities held prior 246                                                
to 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              41                                                 
Number disposed              -                                                  
Value/Consideration          A$34.28 per share                                  
No. of securities held after 287                                                
change                                                                          
Nature of change             On market purchase through the Shareplus           
Example:  on-market trade,   employee share plan Trust.                         
off-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:                                         
                                                                                
                            i)   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        
                            ii)   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 (ordinary     
this notice                                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    
                                                                                
                                   287-  maximum number of matched shares       
(ordinary shares of BHP Billiton      
                                          Limited) under Shareplus              
                               ________                                         
                               957,043 -   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     - BHP        
entities                        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 number            
004 028 077                     3196209                                         
Registered in Australia         Registered in England and Wales                 
Registered Office: 180          Registered Office: Neathouse Place London       
Lonsdale Street Melbourne       SW1V 1BH United Kingdom                         
Victoria 3000                                                                   
The BHP Billiton Group is headquartered in Australia                            
Date: 01/04/2009 07:44:08 Produced by the JSE SENS Department.                  
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