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Change of Director's Interest Notice - A Mackenzie
BHP Billiton Plc
Registration number 3196209
Registered in England and Wales
Share code: BIL
ISIN: GB0000566504
Company Secretariat
28 August 2015
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, Listing Rules &
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 Andrew Mackenzie
discharging managerial
responsibilities
Date of last notice 26 May 2015
Date issuer informed of 27 August 2015
transaction
Date and place of 27 August 2015 (Australian Securities Exchange)
transaction
The employee share plan trust purchased the shares. The
shares were allocated, and the issuer was informed on 27
August 2015.
Nature of transaction The acquisition of:
• 30,312 ordinary shares in BHP Billiton Limited
following the vesting of Deferred Shares under the
2013 Group Incentive Scheme (GIS); and
• 1,982* ordinary shares in BHP Billiton Limited in
accordance with the Group’s policy on Dividend
Equivalent Payments (DEPs).
In addition, an on-market sale of 15,719 ordinary shares on
the Australian Securities Exchange, made in order to meet
expected tax obligations.
* 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 (including Andrew Mackenzie has an indirect interest in
registered holder) 266,246 ordinary shares in BHP Billiton Plc and
16,575* ordinary shares in BHP Billiton Limited
held by Pershing Nominees held jointly by
Andrew Mackenzie and Elizabeth Mackenzie, of
which Andrew Mackenzie is a beneficiary.
*Note – total above reflects shares transferred in
this transaction.
Date of change 27 August 2015
No. of securities held prior to 266,246 (BHP Billiton Plc) – indirect
change
Class Ordinary Shares in BHP Billiton Limited
Number acquired 32,294 (BHP Billiton Limited)
Number disposed 15,719 (BHP Billiton Limited)
Value/Consideration Vesting of 30,312 at nil cost
1,982 DEP in shares – nil cost
Sale of 15,719 at $24.13 per share (average)
No. of securities held after change 16,575 (BHP Billiton Limited) – indirect
266,246 (BHP Billiton Plc) – 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 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 No
or contacts detailed above traded
during a closed period where prior
written consent was required?
If so, was prior written clearance Under our Securities Dealing Policy a Person
provided to allow the trade to Discharging Managerial Responsibilities cannot
proceed during this period? deal in BHP Billiton Securities without prior
written 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 BHP Billiton Plc:
which options or other rights held at
the date of this notice 309,899 – 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)
________
340,288 – Total
BHP Billiton Limited:
438,560 – maximum number of Performance
Shares (ordinary shares of BHP Billiton Limited)
under the LTIP
73,527 – maximum number of Deferred Shares
(ordinary shares of BHP Billiton Limited) under
the STIP
________
512,087 – Total
Any additional information This notification is in respect of the vesting of
Deferred Shares under GIS (see part 1).
2010 LTIP – nil vesting
None of Mr Mackenzie’s 129,648 2010 Long
Term Incentive Plan (LTIP) awards vested. BHP
Billiton’s five year TSR performance was
negative 15.2 per cent over the five-year period
from 1 July 2010 to 30 June 2015. This is below
the weighted median TSR of peer companies of
negative 4.5 per cent and below the TSR of the
MSCI World index of positive 78.6 per cent. This
level of performance results in zero vesting for
the 2010 LTIP awards, and accordingly the
awards have lapsed.
Part 5 – Contact details
Name of authorised officers Rachel Agnew
responsible for making this
notification on behalf of the entities
Contact details Rachel Agnew Tel: +61 3 9609 3730
Fax: +61 3 9611 1044
Sponsor: Merrill Lynch South Africa Proprietary Limited
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 UK
Members of the BHP Billiton Group which is headquartered in Australia
Date: 28/08/2015 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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