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Notice of Change of Interest - A Mackenzie
BHP Billiton Plc
Registration number 3196209
Registered in England and Wales
BHP Billiton Limited BHP Billiton Plc
Share code: BIL 171 Collins Street Neathouse Place
Melbourne Victoria 3000 Australia London SW1V 1LH UK
ISIN: GB0000566504 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
Company Secretariat
25 August 2014
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 Australian
Securities Exchange (ASX) Listing Rule, 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 Mr A Mackenzie
discharging managerial
responsibilities
Date of last notice 20 December 2013
Date issuer informed of 22 August 2014
transaction
Date and place of 21 August 2014 (London Stock Exchange)
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 Registered Office: Neathouse Place, London SW1V 1LH United Kingdom
The BHP Billiton Group is headquartered in Australia
transaction
The employee share plan trust purchased the shares. The shares were
allocated, and the issuer was informed on 22 August 2014.
Nature of transaction The acquisition of:
• 69,600** ordinary shares in BHP Billiton Plc following the exercise of
Performance Shares granted in 2009 under the Long Term Incentive
Plan (LTIP);
• 20,023 ordinary shares in BHP Billiton Plc following the exercise of
Deferred Shares granted in 2012 under the Group Incentive Scheme
(GIS);
• 6,259*** ordinary shares in BHP Billiton Plc in accordance with the
Group’s policy on Dividend Equivalent Payments (DEPs); and
• the acquisition of 170 Matched Shares (ordinary fully paid shares of
BHP Billiton Plc) (see Part 3), and the transfer of 170 Acquired
Shares (ordinary fully paid shares of BHP Billiton Plc) under the
terms of the all employee share plan Shareplus (2011).
In addition, an on-market sale of 31,809 ordinary shares on the London
Stock Exchange, made in order to meet expected tax obligations.
**The performance hurdle for the 2009 LTIP award benchmarked BHP
Billiton’s total shareholder return (TSR) against the TSR of a nominated
comparator group. The five year TSR performance for BHP Billiton was
positive 60.6 per cent and this exceeded the weighted average TSR
achieved by the comparator group by 17.8 per cent. This performance
resulted in a 58 per cent vesting of the 2009 LTIP award and the lapsing of
the remaining 42 per cent (50,400 shares).
***Certain awards granted under BHP Billiton equity plans include eligibility
to receive a DEP as described in the BHP Billiton Remuneration Report.
During 2013 the Remuneration Committee determined the DEP on certain
awards would be provided in the form of ordinary shares.
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 266,164* ordinary shares in
(including registered holder) BHP Billiton Plc. 266,123* 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 41* ordinary shares of BHP
Billiton Plc held by Computershare Nominees on behalf of Shareplus
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participants as Acquired Shares under the scheme. Shareplus is an all
employee share purchase plan of the BHP Billiton Group as described
below in “Any additional information”.
*Note – totals above reflect shares transferred in this transaction.
Date of change 21 August 2014
No. of securities held prior 201,921
to change
Class Ordinary Shares in BHP Billiton Plc
Number acquired 95,882
170 (Matched Shares, Shareplus 2011)
Number disposed 31,809
Value/Consideration Exercise of 89,623 at nil cost
170 Matched Shares – nil cost
6,259 DEP in shares – nil cost
Sale of 31,809 at £19.52 per share (average)
No. of securities held after 266,164 (Indirect)
change
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 Shareplus is an all-employee share purchase plan. Under the 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.
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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 the
closed period where prior written clearance
was required?
If so, was prior written clearance provided to Under our Securities Dealing Policy a Person
allow the trade to proceed during this Discharging Managerial Responsibilities cannot deal in
BHP Billiton Securities without prior clearance. This
period? 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?
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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
Part 4 – Change of interests in options or other rights granted by the entities (cont’d)
Total number of securities over which options BHP Billiton Plc:
or other rights held at the date of this notice
406,836 – maximum number of Performance
Shares (ordinary shares of BHP
Billiton Plc) under the LTIP
30,389 – vested GIS options (ordinary shares of
BHP Billiton Plc)
41 – maximum number of Matched Shares
(ordinary shares of BHP Billiton Plc)
under Shareplus
________
437,266 – Total
BHP Billiton Limited:
198,514 – maximum number of Performance
Shares (ordinary shares of BHP
Billiton Limited) under the LTIP
28,157 – maximum number of Deferred Shares
(ordinary shares of BHP Billiton
Limited) under the GIS
________
226,671 – Total
Any additional information This notification is in respect of an exercise of
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vested 2009 Performance Shares (69,600) and
lapse of 50,400 Performance Shares (refer “Nature
of Transaction” above) under the LTIP, the exercise
of vested 2012 Deferred Shares under the GIS,
and the allocation and transfer of vested Matched
Shares and the transfer of Acquired Shares under
Shareplus 2011(see part 1).
Part 5 – Contact details
Name of authorised officers responsible for Nicole Duncan – BHP Billiton Limited
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: Merrill Lynch South Africa Proprietary Limited
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