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Fri 13 Nov 2009, 7:30 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                                                                
Isin number : GB0000566504                                                      
Isin code : BIL                                                                 
13 November 2009                                                                
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 entities       BHP Billiton Limited      BHP Billiton Plc               
                      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 director                Mr A L Boeckmann                                
Date of last notice             4 September 2008                                
Date issuer informed of         12 November 2009                                
transaction                                                                     
Date and place of transaction   11 November 2009 on the New York Stock          
                               Exchange                                         
Nature of transaction           On-market purchase of 375 BHP Billiton          
                               Limited American Depositary Shares               
                               (representing 750 BHP Billiton Limited           
                               shares) on the New York Stock Exchange.          

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        Direct                                       
Nature of indirect interest        -                                            
(including registered holder)                                                   
Date of change                     11 November 2009                             
No. of securities held prior to    Nil                                          
change                                                                          
Class                              American Depositary Shares (ADRs) in BHP     
                                  Billiton Limited                              
Number acquired                    375 (representing 750 BHP Billiton Limited   
                                  shares)                                       
Number disposed                    -                                            
Value/Consideration                US$72.67 per ADR (average)                   
No. of securities held after       375 BHP Billiton Limited ADRs                
change                             (representing 750 BHP Billiton Limited       
                                  shares)                                       
Nature of change                   On-market purchase of BHP Billiton Limited   
Example:  on-market trade, off-    ADRs                                         
market trade, exercise of options,                                              
issue of securities under dividend                                              
reinvestment plan, participation                                                
in buy-back                                                                     
Any additional information         The shares are jointly held.                 
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     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: 13/11/2009 07:30:01 Produced by the JSE SENS Department.                  
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