Notice of Change of Interest - J McAloon

Company Secretariat

25 August 2014 

To:

Australian Securities Exchange

cc:

New York Stock Exchange

London Stock Exchange

JSE Limited

Name of entities

BHP Billiton Limited

BHP Billiton Plc

ABN 49 004 028 077

REG NO 3196209

Name of person discharging managerial responsibilities

Ms J McAloon

Date of last notice

20 December 2013

Date issuer informed of transaction

22 August 2014

Date and place of transaction

21 August 2014 (Australian Securities Exchange)

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:

· 8,698 ordinary shares in BHP Billiton Limited following the vesting of Deferred Shares under the 2012 Group Short Term Incentive Plan (GSTIP);

· 16,600 ordinary shares in BHP Billiton Limited following the vesting of Restricted Shares under the 2011 Management Award Plan (MAP);

· the acquisition of 138 Matched Shares (ordinary fully paid shares of BHP Billiton Limited) (see Part 3), and the transfer of 138 Acquired Shares (ordinary fully paid shares of BHP Billiton Limited), under the terms of the employee share plan Shareplus (2011); and

· the transfer of 3,933 ordinary shares in BHP Billiton Limited to Dockrill Investment Pty Ltd as trustee for the Dockrill Superannuation Fund.

In addition, an on-market sale of 12,509 ordinary shares on the Australian Securities Exchange, made in order to meet expected tax obligations.

Direct or indirect interest

Direct and indirect

Nature of indirect interest

(including registered holder)

Ms McAloon has an indirect interest in 12,025* ordinary shares in BHP Billiton Limited, as follows:

i) 11,922 ordinary shares in BHP Billiton Limited held by Dockrill Investment Pty Ltd as trustee for the Dockrill Super Fund;

ii) 103* 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 as described below in "Any additional information".

* 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 to change

38,424 (direct)

8,230 (indirect)

Class

Ordinary Shares in BHP Billiton Limited

Number acquired

25,298

138 (Matched Shares, Shareplus 2011)

Number disposed

12,509

Value/Consideration

Vesting of 25,298 at nil cost

138 Matched Shares - nil cost

Sale of 12,509 at $38.23 per share (average)

Transfer of 3,933 to Dockrill Investment Pty Ltd as trustee for the Dockrill Superannuation Fund at $38.13

No. of securities held after change

47,556 (Direct)

12,025 (Indirect)

Nature of change

Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back

Please see "Nature of transaction" above.

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.

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

-

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 which options or other rights held at the date of this notice

BHP Billiton Limited:

65,684 - maximum number of Performance Shares (ordinary shares of BHP Billiton Limited) under the LTIP

1,270 - maximum number of Deferred Shares (ordinary shares of BHP Billiton Limited) under the GIS

27,368 - maximum number of Transitional GMC Awards (over ordinary shares of BHP Billiton Limited)

6,709 - maximum number of Deferred Shares (over ordinary shares of BHP Billiton Limited) under the GSTIP

17,900 - maximum number of Restricted Shares (over ordinary shares of BHP Billiton Limited) under the MAP

103 - maximum number of Match Shares (over ordinary shares of BHP Billiton Limited) under Shareplus

________

119,034 - Total

Any additional information

This notification is in respect of the vesting of Deferred Shares under the GSTIP and Restricted Shares under the MAP, and the allocation and transfer of vested Matched Shares, the transfer of Acquired Shares under Shareplus (see part 1), and the transfer to Dockrill Investment Pty Ltd as trustee for the Dockrill Superannuation Fund.

Name of authorised officers responsible for making this notification on behalf of the entities

Nicole Duncan - BHP Billiton Limited

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