Notice of Change of Interest – D Dalla Valle 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 D Dalla Valle responsibilities Date of last notice 23 August 2013 Date issuer informed of 19 December 2013 transaction Date and place of 19 December 2013 (place of transaction not applicable) transaction 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”), of Deferred Shares under the Group Incentive Scheme (“GIS”) and of GMC Transitional 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 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 — Nature of indirect interest — (including registered holder) Date of change — No. of securities held prior to — change Class — Number acquired — Number disposed — Value/Consideration — No. of securities held after — change Nature of change — Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back Any additional information Mr Dalla Valle has a direct interest in 83,212 ordinary shares in BHP Billiton Limited. Mr Dalla Valle also has an indirect interest in 262 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. Mr Dalla Valle’s spouse also holds 43,582 ordinary shares in BHP Billiton Limited. No change to these interests 2 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 19 December 2013 Period during which or date on which LTIP Performance Shares exercisable – August 2018 GSTIP Deferred Shares – August 2015 GIS 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: 102,176 Performance Shares (BHP Billiton class; number Limited) under the LTIP 10,009 Deferred Shares (BHP Billiton Limited) under the GSTIP 1,895 Deferred Shares (BHP Billiton Limited) under the GIS 18,245 Transitional GMC Awards (Tranche One) (BHP Billiton Limited) 18,245 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 3 Part 3 – Change of interests in options or other rights granted by the entities (cont’d) Total number of securities over which BHP Billiton Limited: options or other rights held at the date of this notice 102,176 – maximum number of Performance Shares (ordinary shares of BHP Billiton Limited) under the LTIP 1,895 – maximum number of Deferred Shares (ordinary shares of BHP Billiton Limited) under the GIS 36,490 – maximum number of Transitional GMC Awards (over ordinary shares of BHP Billiton Limited) 22,416 – maximum number of Deferred Shares (over ordinary shares of BHP Billiton Limited) under the GSTIP 52,000 – maximum number of Restricted Shares (over ordinary shares of BHP Billiton Limited) under the MAP 262 – maximum number of Matched Shares (ordinary shares of BHP Billiton Limited) under Shareplus ________ 215,239 – Total Any additional information This notification is in respect of the award of Performance Shares under the LTIP, Deferred Shares under the GSTIP, Deferred Shares under the GIS and Transitional GMC Awards. 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) 4 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'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. 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