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Change of Director’s Interest Notice – M Fraser
BHP Billiton Plc
Registration number 3196209
Registered in England and Wales
Share code: BIL
ISIN: GB0000566504
Company Secretariat
BHP Billiton Limited BHP Billiton Plc
171 Collins Street Neathouse Place
Melbourne Victoria 3000 Australia London SW1V 1BH UK
GPO BOX 86 Tel +44 20 7802 4000
Melbourne Victoria 3001 Australia Fax + 44 20 7802 4111
Tel +61 1300 55 47 57 Fax +61 3 9609 3015 bhpbilliton.com
bhpbilliton.com
20 December 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 Mr M Fraser
responsibilities
Date of last notice n/a
Date issuer informed of 19 December 2013
transaction
Date and place of 18 December 2013 (Johannesburg Stock Exchange for
transaction acquisition and sale) &
19 December 2013 (place of transaction not applicable for
new awards)
BHP Billiton Limited ABN 49 004 028 077 BHP Billiton Plc Registration number 3196209
Registered in Australia Registered in England and Wales
Registered Office: 171 Collins 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 Award of Performance Shares under the Long Term
Incentive Plan (“LTIP”), of Deferred Shares under the
Group Short Term Incentive Plan (“GSTIP”) and of GMC
Transitional Awards.
The acquisition of 14,720 ordinary shares in BHP Billiton
Plc following the exercise of: 9,250 Restricted Shares under
the 2010 Management Award Plan (MAP) and 5,470
Deferred Shares under the 2010 GSTIP. In addition, an on-
market sale of 2,453 ordinary shares on the Johannesburg
Stock Exchange, made in order to partially meet expected
tax obligations.
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 Mr Fraser also has an indirect interest in 127,010 ordinary
(including registered holder) shares in BHP Billiton Plc, as follows:
i) 126,745 ordinary shares in BHP Billiton Plc held by
HSBC Private Bank on behalf of Mr Fraser as
beneficial owner;
ii) 45 ordinary shares in BHP Billiton Plc held by
Computershare Nominees on behalf of Shareplus
participants as Acquired Shares under the scheme. Also
220 ordinary shares in BHP Billiton Plc held by
Computershare Nominees on behalf of Shareplus
participants where the holding period has been fulfilled.
Shareplus is an all employee share purchase plan of the
BHP Billiton Group.
No change to the indirect interests
Date of change 18 December 2013
No. of securities held prior to 21,272 (Direct)
change 127,010 (Indirect)
Class Ordinary Shares in BHP Billiton Plc
Number acquired 14,720
Number disposed 2,453
Value/Consideration Exercise of 14,720 at nil cost
Sale of 2,453 at ZAR304.45 per share (BHP Billiton Plc)
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Part 1 – Change of relevant interests in securities (con’t)
No. of securities held after 33,539 (Direct)
change 127,010 (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 —
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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 19 December 2013
Period during which or date on which LTIP Performance Shares
exercisable – August 2018
GSTIP Deferred Shares
– August 2015
Transitional GMC Awards
– August 2016 (Tranche One)
– August 2017 (Tranche Two)
Total amount paid (if any) for the grant —
Description of securities involved: 86,850 Performance Shares (BHP Billiton
class; number Limited) under the LTIP
5,020 Deferred Shares (BHP Billiton Limited)
under the GSTIP
15,508 Transitional GMC Awards (Tranche
One) (BHP Billiton Limited)
15,508 Transitional GMC Awards (Tranche
Two) (BHP Billiton Limited)
Exercise price (if fixed at time of grant) or Nil
indication that price is to be fixed at time
of exercise
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Part 3 – Change of interests in options or other rights granted by the entities (con’t)
Total number of securities over which BHP Billiton Plc:
options or other rights held at the date of
this notice 3,831 – maximum number of Deferred
Shares (over ordinary shares of
BHP Billiton Limited) under the
GSTIP
11,330 – maximum number of Restricted
Shares (over ordinary shares of
BHP Billiton Limited) under the
MAP
45 – maximum number of Matched
Shares (over ordinary shares of
BHP Billiton Limited) under
Shareplus
________
15,206 – Total
BHP Billiton Limited:
86,850 – maximum number of Performance
Shares (ordinary shares of BHP
Billiton Limited) under the LTIP
5,020 – maximum number of Deferred
Shares (ordinary shares of BHP
Billiton Limited) under the GSTIP
31,016 – maximum number of Transitional
GMC Awards (over ordinary
shares of BHP Billiton Limited)
10,045 – maximum number of Restricted
Shares (over ordinary shares of
BHP Billiton Limited) under the
MAP
________
132,931 – Total
Any additional information This notification is in respect of the award of
Performance Shares under the LTIP, Deferred
Shares under the GSTIP and Transitional
GMC Awards. Also, the exercise of BHP
Billiton Plc previously vested awards: 9,250
Restricted Shares under the 2010 MAP and
5,470 Deferred Shares under the 2010 GSTIP.
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Part 4 – Contact details
Name of authorised officers responsible Nicole Duncan – BHP Billiton Limited
for making this notification on behalf of
the entities Geof Stapledon – BHP Billiton Plc
Contact details Nicole Duncan Tel: +61 3 9609 2917
Fax: +61 3 9611 1044
Geof Stapledon Tel: +44 20 7802 4176
Fax: +44 20 7802 3054
Sponsor: Absa Bank Limited (acting through its Corporate and Investment Banking Division)
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Date: 20/12/2013 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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