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Tue 13 Feb 2007, 8:17 BIL - BHP Billiton Plc - Notification of Change of
BIL
 BIBLT                                                                           
BIL - BHP Billiton Plc - Notification of Change of Interests                    
BHP Billiton Plc                                                                
Share Code:  BIL                                                                
ISIN:        GB0000566504                                                       
Company Secretariat                                                             
13 February 2007                                                                
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 Persons Discharging Managerial           
Responsibilities and Connected Persons                                          
(Listing Rules & Disclosure 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 Plc or BHP Billiton Limited    
have primary or secondary listings, all those interests of 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 Listing Rules and Disclosure Rules of the United Kingdom    
Listing Authority and the Group`s Securities Dealing Code.                      
We (the entities) advise the following information under the UK Listing         
Authority Disclosure Rule 3.1.4 and as agent for the person discharging         
managerial responsibilities in accordance with the Group`s Securities           
Dealing Code.                                                                   
Name of person      Mr M P Randolph                                             
discharging                                                                     
managerial                                                                      
responsibilities                                                                
Date of last        11 December 2006                                            
notice                                                                          
Date issuer         8 February 2007                                             
informed of                                                                     
transaction                                                                     
Date and place of   8 February 2007 on the Australian                           
transaction         Securities 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 person             
discharging managerial responsibilities.                                        
Direct or indirect       Direct                                                 
interest                                                                        
Nature of indirect       -                                                      
interest                                                                        
(including registered                                                           
holder and the identity                                                         
of a Connected Person                                                           
if applicable)                                                                  
No. of securities held   225,437                                                
prior to change                                                                 
Class                    Ordinary fully paid shares in BHP                      
                        Billiton Limited                                        
Number acquired          -                                                      
Number disposed          50,000                                                 
Value/Consideration      A$27.95 (average price) per share                      
No. of securities held   175,437                                                
after change                                                                    
Nature of change         On-market sale on the Australian                       
Example:  on-market      Securities Exchange, made in order to                  
trade, off-market        meet a tax obligation arising from a                   
trade, exercise of       previous exercise of share awards.                     
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 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             -                                                
(including the identity of a                                                    
Connected Person if                                                             
applicable)                                                                     
Name of registered holder      -                                                
No. and class of securities    -                                                
to which interest related                                                       
prior to change                                                                 
Interest acquired              -                                                
Interest disposed              -                                                
Value/Consideration            -                                                
Interest after change          -                                                
No. and class of securities    -                                                
to which interest related                                                       
after the 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          61,654    maximum number of GIS Deferred               
securities over     Shares (ordinary shares of BHP Billiton                     
which options or    Limited)                                                    
other rights held                                                               
at the date of           395,000   maximum number of Performance                
this notice         Shares (ordinary shares of BHP Billiton                     
                   Limited) under the LTIP                                      
                        ________________________________________                
456,654         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: 13/02/2007 08:17:21 Produced by the JSE SENS Department.                  
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