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Notice of Change of Interest - M Henry
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 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 Mr M Henry
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 and Australian Securities
transaction 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
The employee share plan trust purchased the shares. The shares were
allocated, and the issuer was informed on 22 August 2014.
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Nature of transaction The acquisition of:
• 5,715 ordinary shares in BHP Billiton Limited following the vesting of
Deferred Shares under the 2012 Group Short Term Incentive Plan
(GSTIP); and
• 179 Matched Shares (ordinary fully paid shares of BHP Billiton
Limited) (see Part 3), and the transfer of 179 Acquired Shares
(ordinary fully paid shares of BHP Billiton Limited) under the terms of
the all employee share plan Shareplus (2011).
In addition, an on-market sale of 2,711 ordinary shares on the Australian
Securities Exchange, made in order to meet expected tax obligations.
The acquisition of:
• 15,058 ordinary shares in BHP Billiton Plc following the exercise of
Restricted Shares under the 2012 Group Incentive Scheme (GIS);
• 35,400 ordinary shares in BHP Billiton Plc following the vesting of
Restricted Shares under the 2011 Management Award Plan (MAP);
and
• 544** ordinary shares in BHP Billiton Plc in accordance with the
Group’s policy on Dividend Equivalent Payments (DEPs).
** 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 Direct and Indirect
Nature of indirect interest BHP Billiton Plc
(including registered holder) Mr Henry has an indirect interest in 39 ordinary shares in 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 as described
below in “Any additional information”.
No change to this interest
BHP Billiton Ltd
Mr Henry has an indirect interest in nil* ordinary shares in BHP Billiton
Limited held by Computershare Nominees on behalf of Shareplus
participants as Acquired Shares under the scheme.
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* Note – total above reflects shares transferred in this transaction
(Acquired Shares) previously held by Shareplus nominee
Computershare Nominees.
Date of change 21 August 2014
No. of securities held prior 39 (BHP Billiton Plc) – Indirect
to change 111,591 (BHP Billiton Plc) – Direct
179 (BHP Billiton Limited) – Indirect
18,517 (BHP Billiton Limited) – Direct
Class Ordinary Shares in BHP Billiton Limited and BHP Billiton Plc
Number acquired 5,715 – BHP Billiton Ltd
179 Matched Shares (Shareplus 2011)
51,002 – BHP Billiton Plc
Number disposed 2,711
Value/Consideration Exercise of 15,058 at nil cost
Vesting of 41,115 at nil cost
544 DEP in shares – nil cost
179 Matched Shares – nil cost
Sale of 2,711 at $38.23 per share (average)
No. of securities held after 39 (BHP Billiton Plc) – Indirect
change 162,593 (BHP Billiton Plc) – Direct
21,879 (BHP Billiton Limited) – Direct
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 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 —
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
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Part 3 – 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
121,179 – maximum number of Performance
Shares (ordinary shares of BHP
Billiton Plc) under the LTIP
39,860 – maximum number of Transitional GMC
Awards (over ordinary shares of BHP
Billiton Plc)
39 – maximum number of Matched Shares
(ordinary shares of BHP Billiton Plc)
under Shareplus
_____
161,078 – Total
BHP Billiton Ltd:
112,394 – maximum number of Performance
Shares (ordinary shares of BHP
Billiton Limited) under the LTIP
25,594 – maximum number of Deferred Shares
(ordinary shares of BHP Billiton
Limited) under the GIS
_____
137,988 – Total
Any additional information This notification is in respect of the vesting of
Deferred Shares under GSTIP and the allocation
and transfer of vested Matched Shares and the
transfer of Acquired Shares under Shareplus (see
part 1), the vesting of Conditional Shares under the
MAP; and an exercise of vested 2012 Restricted
Shares under the Group Incentive Scheme (GIS).
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Part 4 – 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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Date: 25/08/2014 07:25:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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