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Thu 1 Jul 2010, 8:39 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                                                             
1 July 2010                                                                     
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           1 April 2010                                      
Date issuer informed of       1 July 2010                                       
transaction                                                                     
Date and place of             Shareplus employee share plan trust purchased     
transaction                   the shares on the Australian Securities           
                             Exchange on 28 June 2010. The shares were          
allocated and the issuer informed on 1 July        
                             2010.                                              
Nature of transaction         51 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     Indirect                                                 
interest                                                                        
Nature of indirect     Mr Kloppers has an indirect interest in 548,678          
interest               ordinary shares in BHP Billiton Plc, as follows:         
(including registered  363,520 ordinary shares in BHP Billiton Plc              
holder)                registered in the name of Lynchwood Nominees Limited     
                      of which Mr Kloppers is the beneficial holder;            
                      80,000 ordinary shares in BHP Billiton Plc held by        
the Kloppers Family Superannuation Fund and               
                      registered in the name of Lynchwood Nominees              
                      Limited; and                                              
                      105,158 ordinary shares in BHP Billiton Plc held by       
Maricar Pty Ltd as trustee for the Maricar Family         
                      Trust and registered in the name of Lynchwood             
                      Nominees Limited.                                         
                      No change to BHP Billiton Plc interests above             
Mr Kloppers also has an indirect interest in 27,944       
                      ordinary shares in BHP Billiton Limited, as follows:      
                      27,582 ordinary shares in BHP Billiton Limited held       
                      by Maricar Pty Ltd as trustee for the Maricar Family      
Trust and registered in the name of UBS Wealth            
                      Management Australia Nominees Pty Ltd; and                
                      362* 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 - total above reflects shares acquired from        
this transaction.                                         
Date of change         1 July 2010                                              
No. of securities      548,678 (BHP Billiton Plc)                               
held prior to change   27,893 (BHP Billiton Limited) - Indirect                 
320 (BHP Billiton Limited) - Direct                       
Class                  Ordinary Shares in BHP Billiton Limited                  
Number acquired        51                                                       
Number disposed        -                                                        
Value/Consideration    A$38.66 per share                                        
No. of securities      548,678 (BHP Billiton Plc)                               
held after change      27,944 (BHP Billiton Limited) - Indirect                 
                      320 (BHP Billiton Limited) - Direct                       
Nature of change       Shareplus is an all-employee share purchase plan.        
Example:  on-market    Under the plan, employees contribute monies to           
trade, off-market      purchase shares (Acquired Shares), up to an annual       
trade, exercise of     contribution limit of US$5,000 in any Plan year.         
options, issue of      Shares are purchased on a quarterly basis using the      
securities under       employees` contributions made each pay period over       
dividend reinvestment  the preceding 3 months. Any Acquired Shares still        
plan, participation    held by employees at the end of a 3 year                 
in buy-back            qualification period will be matched by the company      
                      on a 1:1 basis.                                           
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:                 
                                                                                
                                   142,798  -  maximum number of Deferred       
Shares (ordinary shares of BHP Billiton         
                                Limited) under the GIS                          
                                                                                
                                1,083,327  -  maximum number of                 
Performance Shares (ordinary shares of          
                                BHP Billiton Limited) under the LTIP            
                                                                                
                                          362  -  maximum number of             
Matched Shares (ordinary shares of BHP          
                                Billiton Limited) under Shareplus               
                                ________                                        
                                1,226,487  - 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     Fiona Smith - BHP Billiton Limited              
responsible for making this                                                     
notification on behalf of the   Geof Stapledon - BHP Billiton Plc               
entities                                                                        
Contact details                 Fiona Smith    Tel: +61 3 9609 3179             
                               Fax: +61 3 9609 4372                             
                                                                                
Geof Stapledon Tel: +44 20 7802 4176             
                               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: 01/07/2010 08:39:01 Produced by the JSE SENS Department.                  
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