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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
7 December 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 28 August 2015
Date issuer informed of 4 December 2015
transaction
Date and place of 4 December 2015 (place of transaction not applicable)
transaction
Nature of transaction Award of Performance Shares under the Long Term
(“LTIP”) and of Deferred Shares under the Short Term
Inventive Plan (“STIP”).
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 Andrew Mackenzie has an indirect interest of
16,575 ordinary shares in BHP Billiton Limited
and 266,246 ordinary shares in BHP Billiton Plc
held by Pershing Nominees held jointly by
Andrew Mackenzie and Elizabeth Mackenzie, of
which Andrew Mackenzie is a beneficiary.
No change to these interests
Part 2 – Change of interests in contracts other than as described in Part 2
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 4 December 2015
Period during which or date on LTIP Performance Shares
which exercisable - August 2020
STIP Deferred Shares
- August 2017
Total amount paid (if any) for the -
grant
Description of securities involved: 339,753 Performance Shares (BHP Billiton
class; number Limited) under the LTIP
69,566 Deferred Shares (BHP Billiton Limited)
under the STIP
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:
778,313 – maximum number of Performance
Shares (ordinary shares of BHP Billiton Limited)
under the LTIP
143,093 – maximum number of Deferred Shares
(ordinary shares of BHP Billiton Limited) under
the STIP
________
921,406 – Total
Any additional information This notification is in respect of the award of
Performance Shares under the LTIP and
Deferred Shares under the STIP.
To ensure executives do not receive a larger
number of awards in light of the lower BHP
Billiton share price since the Samarco tailings
dam tragedy in Brazil on 5 November 2015, the
award sizes have been determined by
maintaining the share price and exchange rate
of 5 November 2015 throughout the period from
6 November 2015 to the grant date. This results
in a lower number of awards being allocated
than otherwise would have been the case.
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: 07/12/2015 07:44:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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