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Thu 29 Sep 2011, 7:05 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                                                     
29 September 2011                                                               
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 Limited      BHP Billiton Plc                      
entities                                                                        
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 director              Mr J Nasser                                       
Date of last notice           31 August 2011                                    
Date issuer informed of       28 September 2011                                 
transaction                                                                     
Date and place of             27 September 2011 on the New York Stock           
transaction                   Exchange                                          

Nature of transaction         On-market purchase of 8,600 BHP Billiton Plc      
                             American Depositary Shares (representing           
                             17,200 BHP Billiton Plc 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  Indirect                                           
Nature of indirect interest  The registered holder is Comerica Bank who         
(including registered        holds the shares for the Jacques Nasser Trust.     
holder)                      Mr Nasser has a beneficial interest.               
                                                                                
Date of change               27 September 2011                                  
No. of securities held prior 32,000 BHP Billiton Plc ADRs (representing         
to change                    64,000 BHP Billiton Plc shares); and               
                            5,200 BHP Billiton Limited ADRs (representing       
                            10,400 BHP Billiton Limited shares).                
                                                                                
Class                        American Depositary Shares (ADRs) in BHP           
                            Billiton Plc                                        
                                                                                
Number acquired              8,600 ADRs (representing 17,200 BHP Billiton       
Plc shares)                                         
Number disposed              -                                                  
Value/Consideration          US$58.19 per BHP Billiton Plc ADR                  
No. of securities held after 40,600 BHP Billiton Plc ADRs (representing         
change                       81,200 BHP Billiton Plc shares); and               
                            5,200 BHP Billiton Limited ADRs (representing       
                            10,400 BHP Billiton Limited shares).                
                                                                                
Nature of change             On-market purchase of BHP Billiton Plc ADRs        
Example:  on-market trade,                                                      
off-market trade, exercise                                                      
of options, issue of                                                            
securities under dividend                                                       
reinvestment plan,                                                              
participation in buy-back                                                       
Any additional information   -                                                  
Part 2 - Change of interests in contracts other than as described in Part 4     
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 - Closed period                                                          
Were the interests in the securities or contracts        No.                    
detailed above traded during a closed period where                              
prior written clearance was required?                                           
If so, was prior written clearance provided to allow     -                      
the trade to proceed during this period?                                        
If prior written clearance was provided, on what date    -                      
was this provided?                                                              
Part 4 - 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                                              
Total number of securities over which options or other rights held   -          
at the date of this notice                                                      
Any additional information                                           -          
Part 5 - 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: 29/09/2011 07:05:01 Produced by the JSE SENS Department.                  
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