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Mon 7 Jul 2008, 13:45 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 of    Exercise  Type,     Expiry  Option              
name,    selling,  securities   price     e.g.      date    money               
e.g.     purchasi  to which               American,         paid/               
call     ng,       the option             European          received            
option   varying   relates                etc.              per unit            
        etc.      (Note 7)                                 (Note 5)             
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 8)                                (Note 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            7 July 2008                                       
Contact name                  Ines Watson                                       
Telephone number              +44 20 7802 4176                                  
Name of offeree/offeror with  BHP Billiton Limited                              
which Associated                                                                
Specify category and nature   Category (3) - directors                          
of Associate status           (together with their close                        
(Note 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          Holding of     Holding of     Total                  
      relevant            relevant       derivatives                            
      securities (excl.   securities     other than                             
relevant            under option   options                                
      securities under                                                          
      option)                                                                   
                                                                                
Long       Short    Long  Short    Long   Short   Long    Short           
                                                                                
      Number     Number   Numb  Number   Number Number  Number  Number          
                          er                                    %               
%          %              %        %      %       %                       
                          %                                                     
                                                                                
Dean   22,747                                            22,747                 
Dalla  Ordinary                                          Ordinar                
Valle  shares in                                         y                      
      BHP                                               shares                  
      Billiton                                          BHP                     
Limited                                           Billito                 
                                                        n                       
      (0.000677                                         Limited                 
      %)                                                                        
(0.0006                 
                                                        77%)                    
                                                                                
Ben    1,367                                             1,367                  
Klaus  ADRs in                                           ADRs in                
Wiche  BHP                                               BHP                    
rs     Billiton                                          Billito                
      Limited                                           n                       
(represen                                         Limited                 
      ting                                              (repres                 
      2,734                                             enting                  
      Ordinary                                          2,734                   
shares in                                         Ordinar                 
      BHP                                               y                       
      Billiton                                          shares                  
      Limited)                                          in BHP                  
Billito                 
      (0.000081                                         n                       
      %)                                                Limited                 
                                                        )                       

                                                        (0.0000                 
                                                        81%)                    
                                                                                
Part B - Interests and short positions in relevant securities of the company,   
other than the class dealt in                                                   
Name Holding of         Holding of       Holding of       Total                 
    relevant           relevant         derivatives                             
securities (excl.  securities       other than                              
    relevant           under option     options                                 
    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                                                      
                                                                                
Dean Dalla Valle   6,500 shares under loan held under the Employee Share        
                  Plan 1990-5 & 1997                                            
                                                                                
                  8,773 Deferred Shares awarded under the Group                 
Incentive Scheme 2006                                         
                                                                                
                  2,292 Deferred Shares awarded under the Group                 
                  Incentive Scheme 2007                                         

                  8,269 priced options (A$43.61) awarded under the              
                  Group Incentive Scheme 2007                                   
                                                                                
20,000 Performance Shares awarded under the Long Term         
                  Incentive Plan 2005                                           
                                                                                
                  20,000 Performance Shares awarded under the Long Term         
Incentive Plan 2006                                           
                                                                                
                  20,000 Performance Shares awarded 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                                     
                                                                                
Dean      28.04.08 Sale           10,995        A$43.00                         
Dalla                             Ordinary                                      
Valle                             shares                                        
                                                                                
Dean      13.05.08 Sale           100 Ordinary  A$46.12                         
Dalla                             shares                                        
Valle                                                                           
Ben       20.06.08 Purchase       1,300 ADRs    US$83.57                        
Klaus                             (representing                                 
Wichers                           2,600                                         
Ordinary                                       
                                 shares)                                        
                                                                                
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 (e.g.       Number of   Exercise          
exercise  option/award)            relevant    price              
                                                 securities  per                
                                                 acquired    relevant           
                                                             security           

N/A                                                                             
                                                                                
Part H - Other dealings                                                         
Name      Date of   Number of    Nature of      Details  Price per              
         exercise  securities   transaction             unit (if                
                   to which                             applicable)             
                   the dealing                                                  
relates                                                      
                                                                                
N/A                                                                             
                                                                                
Date: 07/07/2008 13:45:01 Produced by the JSE SENS Department.                  
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