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Tue 30 Aug 2011, 7:20 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 30 August 2011                                                          
Secretariat                                                                     
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 document.                               
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 document.
Name of person discharging           Ms Carolyn J Hewson AO                     
managerial responsibilities                                                     
Date of last notice                  24 November 2010                           
Date issuer informed of              26 August 2011                             
transaction                                                                     
Date and place of transaction        26 August 2011 on the Australian           
                                    Securities Exchange                         
Nature of transaction                On-market purchase of 3,500 BHP Billiton   
                                    Limited shares                              
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          The registered holder is Zanlyn Pty Ltd    
(including registered holder)        who holds the shares on behalf of Ms       
                                    Hewson, as the beneficial owner.            
Date of change                       26 August 2011                             
No. of securities held prior to      3,500 (Direct)                             
change                                                                          
Class                                Ordinary shares in BHP Billiton Limited    
Number acquired                      3,500                                      
Number disposed                      -                                          
Value/Consideration                  $38.62 per share                           
No. of securities held after         3,500 (Indirect)                           
change                               3,500 (Direct)                             
Nature of change                     On-market purchase of BHP Billiton         
Example:  on-market trade, off-      Limited shares                             
market trade, exercise of options,                                              
issue of securities under dividend                                              
reinvestment plan, participation                                                
in buy-back                                                                     
Any additional information           -                                          
Sponsor: Absa Capital (the investment banking division of Absa Bank Limited,    
affiliated with Barclays Capital)                                               
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 over which options or other rights  -               
 held at the date of this notice                                                
 Any additional information                                     -               
Part 4 - Contact details                                                        
 Name of authorised officers          Libby Joyner - BHP Billiton Limited       
 responsible for making this                                                    
 notification on behalf of the        Geof Stapledon - BHP Billiton Plc         
entities                                                                       
 Contact details                      Libby Joyner   Tel: +61 3 9609 2339       
                                           Fax: +61 3 9609 4372                 
                                                                                
Geof Stapledon Tel: +44 20 7802 4176      
                                           Fax: +44 20 7802 3054                
Sponsor: Absa Capital (the investment banking division of Absa Bank Limited,    
affiliated with Barclays Capital)                                               
Date: 30/08/2011 07:20:01 Produced by the JSE SENS Department.                  
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