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Notice of Change of Interest - A Mackenzie
BHP Billiton
Company Secretariat
BHP Billiton Limited BHP Billiton Plc
Melbourne Victoria 3000 Australia London SW1V 1BH UK
GPO BOX 86A
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
23 August 2013 bhpbilliton.com bhpbilliton.com
To: Australian Securities Exchange cc: New York Stock Exchange
London Stock Exchange JSE Limited
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
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 person
discharging managerial Mr A Mackenzie
responsibilities
Date of last notice 10 May 2013
Date issuer informed of 22 August 2013
transaction
Date and place of 21 August 2013 (London Stock 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 211,795** ordinary shares in BHP Billiton Plc
following the exercise of Performance Shares granted in 2008 under the
Long Term Incentive Plan (LTIP), 39,230 ordinary shares in BHP Billiton
Plc following the exercise of Deferred Shares granted in 2011 under the
Group Incentive Scheme (GIS) and 16,119 ordinary shares in BHP
Billiton Plc following the exercise of Options granted in 2009 under the
GIS. In addition, an on-market sale of 137,842 ordinary shares on the
London Stock Exchange, made in order to meet expected tax
obligations and to fund the cost of exercise of the GIS Options.
**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 Mr Mackenzie’s case, this means that
114,044 of his 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 Indirect
Nature of indirect interest Mr Mackenzie has an indirect interest in 201,921* ordinary shares
(including registered holder) in BHP Billiton Plc. 201,710* of these ordinary shares are held by
Pershing Nominees held jointly by Mr A Mackenzie and Mrs E
Mackenzie, of which Mr Mackenzie is a beneficiary, and 211
ordinary shares of BHP Billiton Plc 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.
*Note – totals above reflect shares transferred in this transaction.
Date of change 21 August 2013
No. of securities held prior to 72,619
change
Class Ordinary Shares in BHP Billiton Plc
Number acquired 267,144
Number disposed 137,842
Value/Consideration Exercise of 251,025 at nil cost
Exercise of 16,119 at £18.68 per Option
Sale of 137,842 at £18.75 per share (average)
No. of securities held after 201,921
change
Part 1 – Change of relevant interests in securities (cont’d)
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 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 No.
contracts detailed above traded during a
closed period where prior written clearance
was required?
If so, was prior written clearance provided Under our Securities Dealing Policy a Person
to allow the trade to proceed during this Discharging Managerial Responsibilities cannot deal
period? 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 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 526,836 – maximum number of Performance
options or other rights held at the date of Shares (ordinary shares of BHP
this notice Billiton Plc) under the LTIP
20,023 – maximum number of Deferred
Shares (ordinary shares of BHP
Billiton Plc) under the GIS
30,389 – vested GIS Options (ordinary
shares of BHP Billiton Plc)
211 – maximum number of matched
shares (ordinary shares of BHP
Billiton Plc) under Shareplus
________
577,459 – Total
Any additional information This notification is in respect of an exercise of
vested 2008 Performance Shares (211,795)
and lapse of 114,044 Performance Shares
(refer “Nature of Transaction” above) under the
BHP Billiton Plc LTIP, the exercise of vested
2011 Deferred Shares (39,230) under the BHP
Billiton Plc GIS and exercise of previously
vested 2009 Options (16,119) under the BHP
Billiton Plc GIS.
Part 5 – 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 07:06:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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