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Mon 2 Jun 2008, 17:50 BIL - BHP Billiton Plc - Dealings by offerors off
BIL
BIBLT                                                                           
BIL - BHP Billiton Plc - Dealings by offerors, offeree companies or their       
associates for themselves or for discretionary clients                          
BHP Billiton Plc                                                                
Share code: BIL                                                                 
ISIN: GB0000566504                                                              
FORM 8.1                                                                        
DEALINGS BY OFFERORS, OFFEREE COMPANIES OR THEIR ASSOCIATES                     
FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS                                     
(Rules 8.1(a) and (b)(i) of the City Code on Takeovers and Mergers)             
1.   KEY INFORMATION                                                            
Name of person dealing (Note  See attached Schedule                             
1)                                                                              
Company dealt in              BHP Billiton Limited                              
Class of relevant security    Ordinary Shares                                   
to which the dealings being                                                     
disclosed relate (Note 2)                                                       
Date of dealing               See attached Schedule                             
2.   INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE                         
(a)  Interests and short positions (following dealing) in the class of relevant 
security dealt in                                                               
(Note 3)                                                                        
                   Long                Short                                    
                                                                                
Number        (%)   Number         (%)                       
                                                                                
(1) Relevant        See attached        N/A                                     
securities          Schedule (Part A)                                           

(2) Derivatives     N/A                 N/A                                     
(other than                                                                     
options)                                                                        
(3) Options and     N/A                 N/A                                     
agreements to                                                                   
purchase/sell                                                                   
Total               See attached        N/A                                     
Schedule                                                     
                                                                                
                   (Part A)                                                     
                                                                                
(b)  Interests and short positions in relevant securities of the company, other 
than the class dealt in (Note 3)                                                
Class of relevant   Long                Short                                   
security:                                                                       
Number              Number                                   
                   (%)                 (%)                                      
                                                                                
(1) Relevant        See attached        N/A                                     
securities          Schedule                                                    
                                                                                
                   (Part B)                                                     
                                                                                
(2) Derivatives     N/A                 N/A                                     
(other than                                                                     
options)                                                                        
(3) Options and     N/A                 N/A                                     
agreements to                                                                   
purchase/sell                                                                   
Total               See attached        N/A                                     
                   Schedule                                                     

                   (Part B)                                                     
                                                                                
(c)  Rights to subscribe (Note 3)                                               
Class of relevant security:   Details                                           
See attached Schedule (Part                                                     
C)                                                                              
3.   DEALINGS (Note 4)                                                          
(a)  Purchases and sales                                                        
Purchase/sale       Number of           Price per unit                          
                   securities          (Note 5)                                 
                                                                                
See attached                                                                    
Schedule (Part D)                                                               
(b)  Derivatives transactions (other than options)                              
Product name,  Long/short     Number of      Price per                          
e.g. CFD       (Note 6)       securities     unit (Note 5)                      
                             (Note 7)                                           
See attached                                                                    
Schedule                                                                        
(Part E)                                                                        
(c)  Options transactions in respect of existing securities                     
(i)  Writing, selling, purchasing or varying                                    
Product  Writing  Number   Exerci  Type,     Expi   Option                      
name,    ,        of       se      e.g.      ry     money                       
e.g.     selling  securi   price   American, date   paid/                       
call     ,        ties             European         receive                     
option   purchas  to               etc.             d per                       
ing,     which                             unit                         
        varying  the                               (Note                        
        etc.     option                            5)                           
                 relate                                                         
s                                                              
                 (Note                                                          
                 7)                                                             
See                                                                             
attache                                                                         
d                                                                               
Schedul                                                                         
e (Part                                                                         
F)                                                                              
(ii) Exercising                                                                 
Product name, e.g.  Number of           Exercise price per                      
call option         securities          unit (Note 5)                           
See attached                                                                    
Schedule                                                                        
(Part G)                                                                        
(d)  Other dealings (including new securities) (Note 4)                         
Nature of           Details             Price per unit (if                      
transaction                             applicable) (Note                       
(Note 8)                                5)                                      
See attached                                                                    
Schedule (Part H)                                                               
4.   OTHER INFORMATION                                                          
Agreements, arrangements or understandings relating to options or derivatives   
Full details of any agreement, arrangement or                                   
understanding between the person disclosing and any other                       
person relating to the voting rights of any relevant                            
securities under any option referred to on this form or                         
relating to the voting rights or future acquisition or                          
disposal of any relevant securities to which any                                
derivative referred to on this form is referenced.  If                          
none, this should be stated.                                                    
None                                                                            
Is a Supplemental Form 8 attached? (Note 9)                 NO                  
Date of disclosure            2 June 2008                                       
Contact name                  Elizabeth Hobley                                  
Telephone number              +44 20 7802 4054                                  
Name of offeree/offeror with  BHP Billiton Limited                              
which Associated                                                                
Specify category and nature   Category (3) - directors                          
of Associate status (Note     (together with their close                        
10)                           relatives and related                             
                             trusts) of subsidiaries of                         
                             BHP Billiton plc and BHP                           
                             Billiton Ltd and fellow                            
subsidiaries and their                             
                             associated companies                               
Notes                                                                           
The Notes on Form 8.1 can be viewed on the Takeover Panel`s website at          
www.thetakeoverpanel.org.uk                                                     
SCHEDULE                                                                        
Form 8.1 Aggregated Dealings Disclosure                                         
Part A - Interests and short positions (following dealing) in the class of      
relevant security dealt in                                                      
Name  Holding of                                                                
     relevant                                                                   
     securities       Holding of relevant  Holding of       Tota                
(excl. relevant  securities under     derivatives      l                   
     securities       option               other than                           
     under option)                         options                              
                                                                                
Long        Sho  Long       Short     Long     ShortN  Long  Short         
                 rt                                                             
     Number   %       Number     Number    Number   umber   Numb  Number        
                 Num  %          %         %        %       er    %             
ber                                        %                   
                 %                                                              
                                                                                
Paul  4,183                                                  4,18               
Dunn                                                         3                  
     0.0002%                                                                    
                                                            0.00                
                                                            02%                 

Peter 30,989                                                 30,9               
de                                                           89                 
Zwart 0.0014%                                                                   
0.00                
                                                            14%                 
                                                                                
                                                                                

Part B - Interests and short positions in relevant securities of the company,   
other than the class dealt in                                                   
Nam Holding of        Holding of      Holding of            Total               
e   relevant          relevant        derivatives other                         
   securities        securities      than options                               
   (excl. relevant   under option                                               
   securities under                                                             
option)                                                                      
                                                                                
   Long     Short    Long    Short   Long    Short         Long    Short        
                                                                                
Number   Number   Number  Number  Number  Number        Number  Number       
                     %       %       %                     %                    
   %        %                                %                     %            
                                                                                
N/A                                                                             
                                                                                
Part C - Rights to subscribe                                                    
Name           Details                                                          

Peter de Zwart 4,529 Deferred Shares under the Group Incentive Scheme 2006      
                                                                                
              3,396 Deferred Shares under the Group Incentive Scheme 2007       

              15,000 Performance Shares under the Long Term Incentive Plan      
              2004                                                              
                                                                                
15,000 Performance Shares under the Long Term Incentive Plan      
              2005                                                              
                                                                                
              15,000 Performance Shares under the Long Term Incentive Plan      
2006                                                              
                                                                                
              15,000 Performance Shares under the Long Term Incentive Plan      
              2007                                                              

                                                                                
                                                                                
Part D - Purchases and Sales                                                    
Name         Date of  Purchase/Sale  Number of  Price                           
            dealing                 relevant   per unit                         
                                    securities                                  
                                                                                
Paul Dunn    14.05.08 Sale           1,225      A$46.87                         
                     (following                                                 
                     the exercise                                               
                     of Options                                                 
under the                                                  
                     Group                                                      
                     Incentive                                                  
                     Scheme 2003,                                               
to fund the                                                
                     cost of                                                    
                     exercise, as                                               
                     described in                                               
Part H)                                                    
                                                                                
Peter de     19.05.08 Sale           5,000      A$49.50                         
Zwart                                                                           
Part E - Derivative Transactions                                                
Name           Date of      Product     long/short  Number of   Price per       
              dealing      name (e.g.              relevant    relevant         
                           contract                securities  security         
for                                                  
                           difference)                                          
                                                                                
N/A                                                                             

Part F - Writing, selling, purchasing or varying options                        
Name         Writing,     Number of  Exercise  Type,      Expiry   Option       
            selling,     securities           e.g.                money         
purchasing,  to which   price     American,  date                   
            varying      the option           European            paid/         
            etc.         relates              etc.                received      
                                                                  per unit      

N/A                                                                             
                                                                                
Part G - Exercising Options                                                     
Name    Date of   Product name      Number of  Exercise price                   
       exercise  (e.g.             relevant   per relevant                      
                 option/award)     securities security                          
                                   acquired                                     

N/A                                                                             
                                                                                
Part H - Other dealings                                                         
Name      Date of  Number of           Nature of  Details      Price per unit   
         exercis  securities to       transacti               (if               
         e        which the dealing   on                      applicable)       
                  relates                                                       

Paul Dunn 14.05.0  5,168               Exercise   Options      A$11.11          
         8                                       under the                      
                                                 BHP                            
Billiton                       
                                                 Group                          
                                                 Incentive                      
                                                 Scheme 2003                    

Date: 02/06/2008 17:50:52 Produced by the JSE SENS Department.                  
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