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Notice of Change of Interest - K Wood
BHP Billiton
Company Secretariat
BHP Billiton Limited BHP Billiton Plc
180 Lonsdale Street Neathouse Place
Melbourne Victoria 3000 Australia London SW1V 1BH UK
GPO BOX 86
Melbourne Victoria 3001 Australia Tel +44 20 7802 4000
Tel +61 1300 55 47 57 Fax +61 3 9609 4372 Fax + 44 20 7802 4111
bhpbilliton.com bhpbilliton.com
23 August 2013
To: Australian Securities Exchange cc: New York Stock Exchange
London Stock Exchange JSE Limited
Notification of Change of Interests of
Persons Discharging Managerial Responsibility
(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 Listing Rules and Disclosure and Transparency Rules of the United Kingdom Listing
Authority and the Group’s Securities Dealing document.
We (the entities) advise the following information under the UK Listing Authority Disclosure
and Transparency Rule 3.1.4 and as agent for the person discharging managerial
responsibilities in accordance with the Group’s Securities Dealing document.
Name of person
discharging managerial Ms K J Wood
responsibilities
Date of last notice 10 May 2013
Date issuer informed of 22 August 2013
transaction
Date and place of 22 August 2013 (Australian Securities Exchange)
transaction
BHP Billiton Limited ABN 49 004 028 077 BHP Billiton Plc Registration number 3196209
Registered in Australia Registered in England and Wales
Registered Office:180 Lonsdale Street, Melbourne Victoria 3000 Australia Registered Office: Neathouse Place, London SW1V 1BH UK
Members of the BHP Billiton Group which is headquartered in Australia
Nature of transaction The acquisition of 50,813** ordinary shares in BHP Billiton Limited
following the exercise of Performance Shares granted in 2008
under the Long Term Incentive Plan (LTIP), 64,187 ordinary shares
in BHP Billiton following the exercise of Performance Shares
granted in 2007 under the LTIP and 28,539 ordinary shares in BHP
Billiton Limited following the exercise of Deferred Shares granted in
2011 under the Group Incentive Scheme (GIS). In addition, an on-
market sale of 88,539 ordinary shares on the Australian Securities
Exchange partially made in order to meet expected tax obligations.
**In respect of the 2008 LTIP, BHP Billiton exceeded the relative
total shareholder return of the comparator group by 34.6 per cent
over the five year performance period. Under the rules of the LTIP
this level of performance provides the basis for full vesting of
Performance Shares, unless the Remuneration Committee
exercises its discretion to reduce the number of Performance
Shares that vest. The Committee has, for the first time, exercised
that discretion and elected to reduce vesting by 35 per cent for all
LTIP participants. Accordingly, 35 per cent of Performance
Shares will not vest and will instead lapse. In making its decision,
the Committee and the Board took into account a range of factors,
including the total remuneration of LTIP participants in the current
economic environment. In Ms Wood’s case, this means that 61,250
of her 2008 LTIP Performance Shares lapsed and did not vest.
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
Ms Wood has an indirect interest in 63,188 ordinary shares
(including registered holder)
in BHP Billiton Limited as follows:
(i) 63,000 ordinary shares in BHP Billiton Limited
registered in the name of Sloan Wood Superannuation
Fund. The Trustees of this private superannuation fund
are K Wood and A Sloan; and
(ii) 188 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.
No change to the indirect interests
Date of change 22 August 2013
No. of securities held prior to 249,825 (Direct)
change 63,188 (Indirect)
Part 1 – Change of relevant interests in securities (cont’d)
Class Ordinary Shares in BHP Billiton Limited
Number acquired 143,539
Number disposed 88,539
Value/Consideration Exercise of 143,539 at nil cost
Sale of 88,539 at $35.15 per share (average)
No. of securities held after 304,825 (Direct)
change 63,188 (Indirect)
Nature of change Please see “Nature of transaction” above.
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 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
Total number of securities over which 340,261 – maximum number of Performance
options or other rights held at the date of Shares (ordinary shares of BHP
this notice Billiton Limited) under the LTIP
62,937 – vested LTIP Performance Shares
(ordinary shares of BHP Billiton
Limited)
15,685 – maximum number of Deferred
Shares (ordinary shares of BHP
Billiton Limited) under the GIS
188 – maximum number of Matched
Shares (ordinary shares of BHP
Billiton Limited) under Shareplus
_________
419,071 – Total
Any additional information This notification is in respect of an exercise of
vested 2008 Performance Shares (50,813) and
lapse of 61,250 Performance Shares (refer
“Nature of transaction” above) under the BHP
Billiton Limited LTIP, exercise previously
vested 2007 Performance Shares (64,187)
under the BHP Billiton Limited LTIP and the
exercise of vested 2011 Deferred Shares
(28,539) under the BHP Billiton Limited GIS.
Part 4 – Contact details
Name of authorised officers responsible Nicola Kleynhans – BHP Billiton Limited
for making this notification on behalf of
the entities Geof Stapledon – BHP Billiton Plc
Contact details Nicola Kleynhans Tel: +61 3 9609 4326
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)
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Date: 23/08/2013 07:07:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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