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Mon 28 Jul 2008, 12:51 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  Clinton Dines                                     
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 sections 3 (a) and 3 (d)                      
                             below                                              
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        32,346 Ordinary     (0.00096%)                              
securities          shares in BHP                                               
                   Billiton Limited                                             
                                                                                

                                                                                
(2) Derivatives     N/A                 N/A                                     
(other than                                                                     
options)                                                                        
(3) Options and     N/A                 N/A                                     
agreements to                                                                   
purchase/sell                                                                   
Total               32,346 Ordinary     (0.00096%)                              
                   shares in BHP                                                
                   Billiton Limited                                             
                                                                                

                                                                                
(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        N/A                 N/A                                     
securities                                                                      
(2) Derivatives     N/A                 N/A                                     
(other than                                                                     
options)                                                                        
(3) Options and     N/A                 N/A                                     
agreements to                                                                   
purchase/sell                                                                   
Total               N/A                 N/A                                     
                                                                                
(c)  Rights to subscribe (Note 3)                                               
Class of relevant security:   Details                                           
Ordinary shares in BHP        1,000 shares under loan held                      
Billiton Limited              under the Employee Share                          
Plan 1990                                          
                             1,000 shares under loan held                       
                             under the Employee Share                           
                             Plan 1991                                          
1,000 shares under loan held                       
                             under the Employee Share                           
                             Plan 1992                                          
                             1,000 shares under loan held                       
under the Employee Share                           
                             Plan 1993                                          
                             1,000 shares under loan held                       
                             under the Employee Share                           
Plan 1994                                          
                             1,000 shares under loan held                       
                             under the Employee Share                           
                             Plan 1995                                          
500 shares under loan held                         
                             under the Employee Share                           
                             Plan 1997                                          
                             15,489 priced options                              
(A$14.30) awarded under the                        
                             Employee Share Plan 1999                           
                             36,140 priced options                              
                             (A$18.00) awarded under the                        
Employee Share Plan 2000                           
                             36,180 priced options                              
                             (A$8.29) awarded under the                         
                             Employee Share Plan 2001                           
3,899 Deferred Shares                              
                             awarded under the Group                            
                             Incentive Scheme 2004                              
                             10,043 Deferred Shares                             
awarded under the Group                            
                             Incentive Scheme 2005                              
                             6,710 Deferred Shares                              
                             awarded under the Group                            
Incentive Scheme 2006                              
                             4,517 Deferred Shares                              
                             awarded under the Group                            
                             Incentive Scheme 2007                              
3,880 Performance Shares                           
                             awarded under the Group                            
                             Incentive Scheme 2003                              
                             3,899 Performance Shares                           
awarded under the Group                            
                             Incentive Scheme 2004                              
                             20,000 Performance Shares                          
                             awarded under the Long Term                        
Incentive Plan 2005                                
                             15,000 Performance Shares                          
                             awarded under the Long Term                        
                             Incentive Plan 2006                                
15,000 Performance Shares                          
                             awarded under the Long Term                        
                             Incentive Plan 2007                                
3.   DEALINGS (Note 4)                                                          
(a)  Purchases and sales                                                        
Purchase/sale       Number of           Price per unit                          
                   securities          (Note 5)                                 
                                                                                
Sale (following     23,776 Ordinary     A$45.44                                 
the exercises       shares                                                      
described in                                                                    
section 3 (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)                                           
N/A                                                                             
(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.     purchasing,   to which              American,          paid/           
call     varying etc.  the option            European           received        
option                 relates               etc.               per unit        
(Note 7)                                 (Note 5)         
N/A                                                                             
(ii) Exercising                                                                 
Product name, e.g.  Number of           Exercise price per                      
call option         securities          unit (Note 5)                           
N/A                                                                             
(d)  Other dealings (including new securities) (Note 4)                         
Nature of           Details             Price per unit (if                      
transaction                             applicable) (Note                       
(Note 8)                                5)                                      
Exercise on         12,122 Performance  Nil                                     
24/06/08            Shares awarded                                              
under the Group                                              
                   Incentive Scheme                                             
                   2002                                                         
Exercise on         2,425 Deferred      Nil                                     
24/06/08            Shares awarded                                              
                   under the Group                                              
                   Incentive Scheme                                             
                   2003                                                         
Exercise on         9,229 price         A$11.11                                 
25/06/08            options (A$11.11)                                           
                   awarded under the                                            
                   2003 Group                                                   
Incentive Scheme                                             
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            28 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 (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                                                     
Date: 28/07/2008 12:51:08 Produced by the JSE SENS Department.                  
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