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Fri 8 Jun 2007, 7:39 BIL - BHP Billiton Plc - Notification of Change of
BIL
 BIBLT                                                                           
BIL - BHP Billiton Plc - Notification of Change of Interests of Directors       
BHP Billiton Plc                                                                
Share code: BIL                                                                 
ISIN:       GB0000566504                                                        
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 Stock 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 Code.          
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 Code.                                                                   
Name of director    Mr M J Kloppers                                             

Date of last        2 April 2007                                                
notice                                                                          
Date issuer                                                                     
informed of         5 June 2007                                                 
transaction                                                                     
Date and place of                                                               
transaction         5 June 2007 on the London Stock Exchange                    
Part 1 - Change of director`s 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       Direct and Indirect                                    
interest                                                                        
Nature of indirect       Shares are held indirectly by the                      
interest                 Kloppers Family Superannuation fund, of                
(including registered    which Mr Kloppers is a beneficiary. UBS                
holder)                  Wealth Management Nominees Pty Ltd is                  
                        the registered holder                                   
Date of change           5 June 2007                                            
No. of securities held   440,183 shares (360,183 direct and                     
prior to change          80,000 indirect)                                       
Class                    Ordinary fully paid shares of US$0.50                  
                        in BHP Billiton Plc                                     
Number acquired          -                                                      
Number disposed          43,500 (transfer from direct holding)                  
Value/Consideration      GBP 12.77 average per share                            
No. of securities held   396,683 (316,683 direct and 80,000                     
after change             indirect)                                              
Nature of change         On-market sale on the London Stock                     
Example:  on-market      Exchange, made in order to meet a tax                  
trade, off-market        obligation arising from previous                       
trade, exercise of       exercises of share awards.                             
options, issue of                                                               
securities under                                                                
dividend reinvestment                                                           
plan, participation in                                                          
buy-back                                                                        
Any additional           Mr Kloppers as an Executive Director                   
information              also has a notifiable interest under                   
                        the United Kingdom legislation in                       
285,078 shares of BHP Billiton Plc,                     
                        being the balance of shares held by                     
                        ESOP Trustee Limited as trustee of the                  
                        Billiton Employee Share Ownership                       
Trust.                                                  
                                                                                
                                                                                
Part 2 - Change of director`s 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 director`s 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                                                                
Total number of              90,071    -    maximum number of                   
securities over which   GIS Deferred Shares (ordinary shares of                 
options or other        BHP Billiton Plc)                                       
rights held at the           675,000   -    maximum number of                   
date of this notice     Performance Shares (ordinary shares of                  
                       BHP Billiton Plc) under the LTIP                         
                       ________________________________________                 
765,071   Total                                
                                                                                
Any additional          -                                                       
information                                                                     
Part 4 - Contact details                                                        
Name of authorised officers     Mr R Mallett - BHP Billiton                     
responsible for making this     Limited                                         
notification on behalf of the                                                   
entities                        Mrs I Watson - BHP Billiton Plc                 
                               - BHP Billiton Plc                               
Contact details                 Mr R Mallett   Tel: +61 3 9609                  
                               3324                                             
Fax: +61 3 9609 4372                        
                                                                                
                               Mrs I Watson   Tel: +44 20 7802                  
                               4176                                             
Fax: +44 20 7802 3054                       
                                                                                
Date: 08/06/2007 07:39:29 Produced by the JSE SENS Department.
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