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Notice of Final Interests of Director - M Kloppers
BHP Billiton Plc
Company Secretariat
10 May 2013
To: Australian Securities Exchange cc: New York Stock Exchange
London Stock Exchange JSE Limited
Retirement of Marius Kloppers as CEO and Director
As announced on 20 February 2013 Marius Kloppers retires as Chief Executive Officer and
an Executive Director of BHP Billiton Limited and BHP Billiton Plc effective 10 May 2013. He
remains with the Group until 1 October 2013. We now advise details of Mr Kloppers’ interest
in BHP Billiton shares.
Final Notification of Interests of Directors and Connected Persons
(Australian Securities Exchange Listing Rules Appendix 3Z)
and
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 Plc or BHP Billiton Limited have primary or secondary listings, all
those interests of directors 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 Rules 3.19A.2 and
3.19A.3, 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 M J Kloppers
Date of last notice 6 December 2012
Date of cessation as a 10 May 2013
director
Part 1 - Director’s relevant interests in securities of which the director is the registered
holder
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Name of holder and nature of Number and class of securities
interest
Mr M J Kloppers 363,520 ordinary shares in BHP Billiton Plc
Part 2 – Director’s relevant interests in securities of which the director is not the
registered holder
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Name of holder & nature of interest Number & class of securities
Kloppers Family Fund Pty Ltd (indirect 80,000 ordinary shares in BHP Billiton Plc
interest, held by Kloppers Family Fund
Pty Ltd as trustee for the Kloppers 23,000 ordinary shares in BHP Billiton Limited
Family Superannuation Fund)
Maricar Pty Ltd (indirect interest, held 185,462 ordinary shares in BHP Billiton Plc
by Maricar Pty Ltd as trustee for the
Maricar Family Trust) 350,481 ordinary shares in BHP Billiton Limited*
Computershare Nominees (indirect 185 ordinary shares in BHP Billiton Limited*
interest, held on behalf of Mr M J
Kloppers as Acquired Shares under the * Refer Part 4 for details of change since date of
Group’s Shareplus scheme) last notice (6 December 2012).
Part 3 – Director’s interests in contracts
Detail of contract Nil
Nature of interest N/A
Name of registered holder N/A
(if issued securities)
No. and class of securities to which N/A
interest relates
Part 4 - Change of relevant interests in securities
Date of last notice 6 December 2012
Date issuer informed of 9 May 2013
transaction
Date and place of Shareplus employee share plan trust purchased the shares on
transaction the Australian Securities Exchange on 18 March 2013. The
shares were allocated and the issuer informed on 9 May 2013.
Nature of transaction Due to the expiry of the Qualification Period and satisfaction of
other conditions under the terms of the all employee share plan
Shareplus (2010) the:
• acquisition of 131 Matched Shares (ordinary fully paid shares
of BHP Billiton Limited), and
• transfer of 131 Acquired Shares (ordinary fully paid shares of
BHP Billiton Limited).
Direct or indirect Indirect
interest
Nature of indirect Mr M J Kloppers has an indirect interest in 373,666* ordinary
interest shares in BHP Billiton Limited, as follows:
(including registered i) 350,481* ordinary shares in BHP Billiton Limited held
holder) by Maricar Pty Ltd as trustee for the Maricar Family
Trust;
ii) 23,000 ordinary shares in BHP Billiton Limited held
by Kloppers Family Fund Pty Ltd as trustee for the
Kloppers Family Superannuation Fund; and
iii) 185* ordinary shares in BHP Billiton Limited held by
Computershare Nominees on behalf of Shareplus
participants as Acquired Shares under the scheme.
* Note – totals above reflect shares transferred (Acquired
Shares) and allocated and transferred (Matched Shares) in this
transaction previously held by the Shareplus nominee
Computershare Nominees under Shareplus 2010.
Refer Part 2 for details of Mr M J Kloppers’ interest in BHP
Billiton Plc shares.
Date of change 9 May 2013
No. of securities held 265,462 (BHP Billiton Plc) – Indirect
prior to change 363,520 (BHP Billiton Plc) – Direct
373,535 (BHP Billiton Limited) – Indirect
Class Ordinary Shares in BHP Billiton Limited
Number acquired 131 (Matched Shares, Shareplus 2010)
Number disposed —
Value/Consideration Nil - Matched Shares, Shareplus 2010
No. of securities held 265,462 (BHP Billiton Plc) – Indirect
after change 363,520 (BHP Billiton Plc) – Direct
373,666 (BHP Billiton Limited) – Indirect
Nature of change Under Shareplus 2010, the allocation and transfer of 131
Example: on-market Matched Shares and transfer of 131 Acquired Shares from
trade, off-market trade, Computershare Nominees.
exercise of options, issue
of securities under
dividend reinvestment
plan, participation in buy-
back
Any additional Shareplus is an all-employee share purchase plan. Under the
information plan, employees contribute monies to purchase shares
(Acquired Shares), up to an annual contribution limit of
US$5,000 in any Plan year. Shares are purchased on a
quarterly basis using the employees’ contributions made each
pay period over the preceding 3 months. Any Acquired Shares
still held by employees at the end of a 3 year qualification period
will be matched by the company on a 1:1 basis.
Part 5 – Closed period
Were the interests in the securities or No.
contracts detailed above traded during a
closed period where prior written
clearance was required?
If so, was prior written clearance Under our Securities Dealing Policy a Person
provided to allow the trade to proceed Discharging Managerial Responsibilities
during this period? cannot deal in BHP Billiton Securities without
prior clearance. This requirement applies to all
dealings, including those that occur outside of
a Close Period.
If prior written clearance was provided, —
on what date was this provided?
Part 6 – Director’s interests in options or other rights granted by the entities
Date of grant i) 14 December 2007 (LTIP)
ii) 4 December 2008 (LTIP)
iii) 14 December 2009 (LTIP)
iv) 6 December 2010 (LTIP)
v) 5 December 2011 (LTIP & GIS)
vi) 5 December 2012 (LTIP)
Period during which or date on i) August 2012 (vested, yet to be exercised)
which exercisable ii) August 2013 (Estimated)
iii) August 2014 (Estimated)
iv) August 2015 (Estimated)
v) August 2016 (LTIP) (Estimated)
August 2013 (GIS) (Estimated)
vi) August 2017 (LTIP) (Estimated)
Total amount paid (if any) for the Nil
grant
Description of securities involved: Ordinary fully paid shares of BHP Billiton Limited
class; number under the:
- Group Incentive Scheme (GIS)
- Long Term Incentive Plan (LTIP)
- Shareplus (Refer below)
Exercise price (if fixed at time of All awards are zero priced
grant) or indication that price is to
be fixed at time of exercise
Total number of securities over i) 88,327 Performance Shares (ordinary shares
which options or other rights held at of BHP Billiton Limited under the LTIP) (vested,
the date of this notice yet to be exercised)
ii) 500,000 Performance Shares (ordinary
shares of BHP Billiton Limited under the LTIP)
(unvested)
Note: Whether these 500,000 Performance
Shares vest will depend on BHP Billiton’s
relative Total Shareholder Return
performance over the five year period from 1
July 2008 to 30 June 2013. The
Remuneration Committee will review
performance and take independent advice
before making a decision about vesting.
Even if the performance hurdle is met the
Committee has an overriding discretion
under the plan rules to reduce the number of
Performance Shares that vest. Accordingly,
the vesting outcome and the number of
Performance Shares which will vest is
unknown at this time.
iii) 250,000 Performance Shares (ordinary
shares of BHP Billiton Limited under the LTIP)
(unvested)
iv) 200,000 Performance Shares (ordinary
shares of BHP Billiton Limited under the LTIP)
(unvested)
v) 226,721 Performance Shares (ordinary
shares of BHP Billiton Limited under the LTIP)
(unvested) & 64,705 GIS Deferred Shares
(ordinary shares of BHP Billiton Limited)
(unvested)
vi) 240,603 Performance Shares (ordinary
shares of BHP Billiton Limited under the LTIP)
(unvested)
Note in relation to items iii), iv), v) and vi): As
announced on 18 April 2013, 412,649 LTIP
Performance Shares will lapse on 1 October
2013 when Mr Kloppers retires from the BHP
Billiton Group. He will retain an interest in
504,675 Performance Shares (calculated on
a pro-rated basis to reflect his period of
employment from the commencement of the
relevant performance period to 1 October
2013). The retained Performance Shares will
only become exercisable to the extent that
the performance hurdles are met at the end
of the original performance periods. Even if
the performance hurdle is met for any
particular award, the Remuneration
Committee has an overriding discretion
under the plan rules to reduce the amount of
Performance Shares that vest. Accordingly,
the vesting outcome and the number of
Performance Shares which will vest is
unknown at this time.
Any additional information Under Shareplus Mr M J Kloppers will be
allocated 185 Matched Shares (ordinary
shares of BHP Billiton Limited) at the time of
his retirement from the Group. (Part 4 above
reflects the movement of 131 Matched
Shares relating to the recent expiry of the
holding period for Shareplus 2010)
Part 7 - Contact details
Name of authorised officers Nicola Kleynhans – BHP Billiton Limited
responsible 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
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
Sponsor: Absa Capital (the investment banking division of Absa Bank Limited, affiliated with Barclays)
Date: 10/05/2013 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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