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Mon 17 Aug 2009, 9:00 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                                                              
Company Secretariat                                                             
17 August 2009                                                                  
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 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      Mr M J Kloppers                                             
discharging                                                                     
managerial                                                                      
responsibilities                                                                
Date of last        1 July 2009                                                 
notice                                                                          
Date issuer         14 August 2009                                              
informed of                                                                     
transaction                                                                     
Date and place of   12 August 2009 (London Stock Exchange)                      
transaction         13 August 2009 (Australian Securities                       
                   Exchange)                                                    
Nature of           225,000 ordinary shares in BHP Billiton                     
transaction         Plc following the exercise of                               
Performance Shares under the Long Term                       
                   Incentive Plan.                                              
                   27,582 ordinary shares in BHP Billiton                       
                   Limited following the exercise of                            
Deferred Shares under the Group                              
                   Incentive Scheme.                                            
                   In addition, an on-market sale of                            
                   119,842 BHP Billiton Plc ordinary shares                     
on the London Stock Exchange, made in                        
                   order to meet expected tax obligations.                      
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     Indirect                                                 
interest                                                                        
Nature of indirect     Mr Kloppers has an indirect interest in                  
interest               548,678* ordinary shares in BHP Billiton                 
(including registered  Plc, as follows:                                         
holder)                468,678 ordinary shares in BHP Billiton                  
                      Plc registered in the name of Lynchwood                   
Nominees Limited 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 Lynchwood Nominees Limited.                       
                      Mr Kloppers also has an indirect interest                 
                      in 27,910* ordinary shares in BHP                         
Billiton Limited, as follows:                             
                      27,582 ordinary shares in BHP Billiton                    
                      Limited registered in the name of UBS                     
                      Wealth Management Australia Nominees Pty                  
Ltd of which Mr Kloppers is the                           
                      beneficial holder; and                                    
                      328 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.                  
*Note - totals above include shares                       
                      acquired from these transactions.                         
Date of change         12 August 2009 (on London Stock Exchange)                
                      13 August 2009 (on Australian Securities                  
Exchange)                                                 
No. of securities      443,520 (BHP Billiton Plc)                               
held prior to change   328 (BHP Billiton Limited)                               
Class                  Ordinary Shares in BHP Billiton Plc & BHP                
Billiton Limited                                          
Number acquired        225,000 (BHP Billiton Plc)                               
                      27,582 (BHP Billiton Limited)                             
Number disposed        119,842 (BHP Billiton Plc)                               
Value/Consideration    Exercise of 225,000 (BHP Billiton Plc) &                 
                      27,582 (BHP Billiton Limited) at nil cost                 
                      Sale of 119,842 (BHP Billiton Plc) at                     
                      GBP15.488                                                 
No. of securities      548,678 (BHP Billiton Plc) all held                      
held after change      indirectly                                               
                      27,910 (BHP Billiton Limited) all held                    
                      indirectly                                                
Nature of change       The acquisition of 252,582 ordinary                      
Example:  on-market    shares in BHP Billiton - 225,000 ordinary                
trade, off-market      shares in BHP Billiton Plc following the                 
trade, exercise of     exercise of Performance Shares under the                 
options, issue of      Long Term Incentive Plan and 27,582                      
securities under       Deferred Shares under the BHP Billiton                   
dividend reinvestment  Ltd Group Incentive Scheme. In addition,                 
plan, participation    an on-market sale of 119,842 ordinary                    
in buy-back            shares in BHP Billiton Plc on the London                 
                      Stock Exchange, made in order to meet                     
                      expected tax obligations.                                 
Any additional         -                                                        
information                                                                     
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      450,000 -   maximum number of                   
this notice                     Performance Shares (ordinary                    
                               shares of BHP Billiton Plc)                      
under the LTIP                                   
                               ________                                         
                               450,000 -   Total                                
                                                                                
BHP Billiton Limited interests:                  
                                                                                
                                 95,847  -  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                                   
                                                                                
328  -  maximum number                    
                               of matched shares (ordinary                      
                               shares of BHP Billiton Limited)                  
                               under Shareplus                                  
________                                         
                               929,502   - Total                                
                                                                                
Any additional information      This notification is in respect                 
of an exercise of vested 2004                    
                               Performance Shares (225,000)                     
                               under the BHP Billiton Plc Long                  
                               Term Incentive Plan and the                      
exercise of vested 2007                          
                               Deferred Shares (27,582) under                   
                               the BHP Billiton Limited Group                   
                               Incentive Scheme.                                
Part 4 - Contact details                                                        
Name of authorised officers     Ms F Smith - BHP Billiton                       
responsible for making this     Limited                                         
notification on behalf of the                                                   
entities                        Ms E Hobley - 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: 17/08/2009 09:00:01 Produced by the JSE SENS Department.                  
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