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Wed 23 Sep 2009, 9:47 BIL - BHP Billiton - Change in director`s interest
BIL
BIBLT                                                                           
BIL - BHP Billiton - Change in director`s interest                              
BHP Billiton Plc                                                                
Share code:  BIL                                                                
ISIN:        GB0000566504                                                       
23 September 2009                                                               
Change in Director`s Interest                                                   
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           17 August 2009                                    
Date issuer informed of       22 September 2009                                 
transaction                                                                     
Date and place of             2 September 2009 (place of transaction            
transaction                   not applicable)                                   
Nature of transaction         There is no overall change to the number          
                             of shares previously announced for Mr              
Kloppers.                                          
                             The changes are to the nature of Mr                
                             Kloppers` indirect holdings.                       
                                                                                
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   Mr Kloppers has an indirect interest in           
(including registered holder) 548,678 ordinary shares in BHP Billiton Plc,      
                             as follows:                                        
                             363,520 ordinary shares in BHP Billiton Plc        
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.                
                             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 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                    
                             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.                                    
                                                                                
Date of change                2 September 2009                                  
No. of securities held prior  548,678 (BHP Billiton Plc)                        
to change                     27,910 (BHP Billiton Limited)                     
Class                         Ordinary Shares in BHP Billiton Plc & BHP         
                             Billiton Limited                                   
Number acquired               No change to the number of shares held by Mr      
Kloppers                                           
Number disposed               No change to the number of shares held by Mr      
                             Kloppers                                           
Value/Consideration           GBP15.28 per share (BHP Billiton Plc)             
A$36.40 per share (BHP Billiton Limited)           
No. of securities held after  548,678 (BHP Billiton Plc) all held               
change                        indirectly                                        
                             27,910 (BHP Billiton Limited) all held             
indirectly                                         
Nature of change              The changes are changes to the nature of Mr       
Example:  on-market trade,    Kloppers` indirect holding and beneficial         
off-market trade, exercise of interest in the securities remains with Mr        
options, issue of securities  Kloppers and his direct family. There is no       
under dividend reinvestment   overall change to the number of shares held.      
plan, participation in buy-                                                     
back                          Change to the nature of Mr Kloppers`              
indirect holding:                                  
                             105,158 BHP Billiton Plc Shares (transfer          
                             from indirect holding held beneficially by         
                             Mr Kloppers to Maricar Pty Ltd, as trustee         
for the Maricar Family Trust. There is no          
                             change to the registered holder, Lynchwood         
                             Nominees Limited), and                             
                             27,582 BHP Billiton Limited Shares (transfer       
from indirect holding held beneficially by         
                             Mr Kloppers to Maricar Pty Ltd, as trustee         
                             for the Maricar Family Trust. No change of         
                             registered holder, UBS Wealth Management           
Australia Nominees Pty Ltd).                       
                                                                                
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 over      BHP Billiton Plc interests:                
which options or other rights held                                              
at the date of this notice           450,000 -   maximum number of              
                                    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           There is no change to the above            
                                    holding                                     
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             BHP Billiton Plc Registration              
49 004 028 077                       number 3196209                             
Registered in Australia              Registered in England and Wales            
Registered Office: 180 Lonsdale      Registered Office: Neathouse Place         
Street Melbourne Victoria 3000       London SW1V 1BH United Kingdom             
The BHP Billiton Group is headquartered in Australia                            
Date: 23/09/2009 09:47:01 Produced by the JSE SENS Department.                  
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