Notice of Final Interests of Director - M Kloppers

Company Secretariat

10 May 2013

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 director

Mr M J Kloppers

Date of last notice

6 December 2012

Date of cessation as a director

10 May 2013

Name of holder and nature of interest

Number and class of securities

Mr M J Kloppers

363,520 ordinary shares in BHP Billiton Plc

Name of holder & nature of interest

Kloppers Family Fund Pty Ltd (indirect interest, held by Kloppers Family Fund Pty Ltd as trustee for the Kloppers Family Superannuation Fund)

Number & class of securities

80,000 ordinary shares in BHP Billiton Plc

23,000 ordinary shares in BHP Billiton Limited

Maricar Pty Ltd (indirect interest, held by Maricar Pty Ltd as trustee for the Maricar Family Trust)

185,462 ordinary shares in BHP Billiton Plc

350,481 ordinary shares in BHP Billiton Limited*

Computershare Nominees (indirect interest, held on behalf of Mr M J Kloppers as Acquired Shares under the Group's Shareplus scheme)

185 ordinary shares in BHP Billiton Limited*

* Refer Part 4 for details of change since date of last notice (6 December 2012).

Detail of contract

Nil

Nature of interest

N/A

Name of registered holder

(if issued securities)

N/A

No. and class of securities to which interest relates

N/A

Date of last notice

6 December 2012

Date issuer informed of transaction

9 May 2013

Date and place of transaction

Shareplus employee share plan trust purchased the shares on the Australian Securities Exchange on 18 March 2013. The shares were allocated and the issuer informed on 9 May 2013.

Nature of transaction

Due to the expiry of the Qualification Period and satisfaction of other conditions under the terms of the all employee share plan Shareplus (2010) the:

·; acquisition of 131 Matched Shares (ordinary fully paid shares of BHP Billiton Limited), and

·; transfer of 131 Acquired Shares (ordinary fully paid shares of BHP Billiton Limited).

Direct or indirect interest

Indirect

Nature of indirect interest

(including registered holder)

Mr M J Kloppers has an indirect interest in 373,666* ordinary shares in BHP Billiton Limited, as follows:

i) 350,481* ordinary shares in BHP Billiton Limited held by Maricar Pty Ltd as trustee for the Maricar Family Trust;

ii) 23,000 ordinary shares in BHP Billiton Limited held by Kloppers Family Fund Pty Ltd as trustee for the Kloppers Family Superannuation Fund; and

iii) 185* ordinary shares in BHP Billiton Limited held by Computershare Nominees on behalf of Shareplus participants as Acquired Shares under the scheme.

* Note - totals above reflect shares transferred (Acquired Shares) and allocated and transferred (Matched Shares) in this transaction previously held by the Shareplus nominee Computershare Nominees under Shareplus 2010.

Refer Part 2 for details of Mr M J Kloppers' interest in BHP Billiton Plc shares.

Date of change

9 May 2013

No. of securities held prior to change

265,462 (BHP Billiton Plc) - Indirect

363,520 (BHP Billiton Plc) - Direct

373,535 (BHP Billiton Limited) - Indirect

Class

Ordinary Shares in BHP Billiton Limited

Number acquired

131 (Matched Shares, Shareplus 2010)

Number disposed

-

Value/Consideration

Nil - Matched Shares, Shareplus 2010

No. of securities held after change

265,462 (BHP Billiton Plc) - Indirect

363,520 (BHP Billiton Plc) - Direct

373,666 (BHP Billiton Limited) - 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

Under Shareplus 2010, the allocation and transfer of 131 Matched Shares and transfer of 131 Acquired Shares from Computershare Nominees.

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.

Were the interests in the securities or contracts detailed above traded during a closed period where prior written clearance was required?

No.

If so, was prior written clearance provided to allow the trade to proceed during this period?

Under our Securities Dealing Policy a Person Discharging Managerial Responsibilities cannot deal in BHP Billiton Securities without prior 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?

-

Date of grant

i) 14 December 2007 (LTIP)

ii) 4 December 2008 (LTIP)

iii) 14 December 2009 (LTIP)

iv) 6 December 2010 (LTIP)

v) 5 December 2011 (LTIP & GIS)

vi) 5 December 2012 (LTIP)

Period during which or date on which exercisable

i) August 2012 (vested, yet to be exercised)

ii) August 2013 (Estimated)

iii) August 2014 (Estimated)

iv) August 2015 (Estimated)

v) August 2016 (LTIP) (Estimated)

August 2013 (GIS) (Estimated)

vi) August 2017 (LTIP) (Estimated)

Total amount paid (if any) for the grant

Nil

Description of securities involved: class; number

Ordinary fully paid shares of BHP Billiton Limited under the:

- Group Incentive Scheme (GIS)

- Long Term Incentive Plan (LTIP)

- Shareplus (Refer below)

Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise

All awards are zero priced

Total number of securities over which options or other rights held at the date of this notice

i) 88,327 Performance Shares (ordinary shares of BHP Billiton Limited under the LTIP) (vested, yet to be exercised)

ii) 500,000 Performance Shares (ordinary shares of BHP Billiton Limited under the LTIP) (unvested)

Note: Whether these 500,000 Performance Shares vest will depend on BHP Billiton's relative Total Shareholder Return performance over the five year period from 1 July 2008 to 30 June 2013. The Remuneration Committee will review performance and take independent advice before making a decision about vesting. Even if the performance hurdle is met the Committee has an overriding discretion under the plan rules to reduce the number of Performance Shares that vest. Accordingly, the vesting outcome and the number of Performance Shares which will vest is unknown at this time.

iii) 250,000 Performance Shares (ordinary shares of BHP Billiton Limited under the LTIP) (unvested)

iv) 200,000 Performance Shares (ordinary shares of BHP Billiton Limited under the LTIP) (unvested)

v) 226,721 Performance Shares (ordinary shares of BHP Billiton Limited under the LTIP) (unvested) & 64,705 GIS Deferred Shares (ordinary shares of BHP Billiton Limited) (unvested)

vi) 240,603 Performance Shares (ordinary shares of BHP Billiton Limited under the LTIP) (unvested)

Note in relation to items iii), iv), v) and vi): As announced on 18 April 2013, 412,649 LTIP Performance Shares will lapse on 1 October 2013 when Mr Kloppers retires from the BHP Billiton Group. He will retain an interest in 504,675 Performance Shares (calculated on a pro-rated basis to reflect his period of employment from the commencement of the relevant performance period to 1 October 2013). The retained Performance Shares will only become exercisable to the extent that the performance hurdles are met at the end of the original performance periods. Even if the performance hurdle is met for any particular award, the Remuneration Committee has an overriding discretion under the plan rules to reduce the amount of Performance Shares that vest. Accordingly, the vesting outcome and the number of Performance Shares which will vest is unknown at this time.

Any additional information

Under Shareplus Mr M J Kloppers will be allocated 185 Matched Shares (ordinary shares of BHP Billiton Limited) at the time of his retirement from the Group. (Part 4 above reflects the movement of 131 Matched Shares relating to the recent expiry of the holding period for Shareplus 2010)

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

Nicola Kleynhans - BHP Billiton Limited

Geof Stapledon - BHP Billiton Plc

Contact details

Nicola Kleynhans Tel: +61 3 9609 4326

Fax: +61 3 9609 4372

Geof Stapledon Tel: +44 20 7802 4176

Fax: +44 20 7802 3054