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Tue 18 Nov 2008, 16:24 BIL - BHP Billiton Plc - Dealings by offerors offeree companies or their
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 ASSOCIATESFOR 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 1)        See attached Schedule                    

Company dealt in                       BHP Billiton Limited                     
                                                                                
Class of relevant security to which    Ordinary shares                          
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 securities    See attached Schedule     N/A                        
                          (Part A)                                              
                                                                                
(2) Derivatives (other     N/A                       N/A                        
than options)                                                                   
(3) Options and            N/A                       N/A                        
agreements to                                                                   
purchase/sell                                                                   
Total                      See attached Schedule     N/A                        
                          (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 securities    N/A                       N/A                        
                                                                                
(2) Derivatives (other     N/A                       N/A                        
than options)                                                                   
(3) Options and            N/A                       N/A                        
agreements to                                                                   
purchase/sell                                                                   
Total                      See attached Schedule     N/A                        
                          (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 securities       Price per unit (Note 5)          

See attached                                                                    
Schedule (Part D)                                                               
(b)  Derivatives transactions (other than options)                              
Product name,  Long/short     Number of securities    Price per unit            
e.g. CFD       (Note 6)       (Note 7)                (Note 5)                  
                                                                                
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,       Expiryda  Option money      
name,    selling,  securitie  price     e.g.        te        paid/ received    
e.g.     purchasi  s to                 American,             per unit (Note    
call     ng,       which the            European              5)                
option   varying   option               etc.                                    
        etc.      relates                                                       
                  (Note 7)                                                      
                                                                                
See                                                                             
attached                                                                        
Schedule                                                                        
(Part F)                                                                        
(ii) Exercising                                                                 
Product name, e.g. call      Number of securities   Exercise price per          
option                                              unit (Note 5)               
                                                                                
See attached Schedule (Part                                                     
G)                                                                              
(d)  Other dealings (including new securities) (Note 4)                         
Nature of transaction (Note  Details                Price per unit (if          
8)                                                  applicable) (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            18 November 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 (together with           
of Associate status (Note     their close relatives and related trusts) of      
10)                           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                                                     
SCHEDULEForm 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 other                     
securities       securities under  than options                          
       (excl. relevant  option                                                  
       securities under                                                         
       option)                                                                  

       LongNum  ShortNu LongNum  ShortNu  LongNumb  ShortNum  LongNum  ShortNu  
       ber   %  mber    ber   %  mber     er   %    ber  %    ber   %  mber     
                %                %                                     %        

Gavin   3,627                                                  3,627            
Verral  Ordinar                                                Ordinar          
l       y                                                      y                
shares                                                 shares            
       in BHP                                                 in BHP            
       Billito                                                Billito           
       n                                                      n                 
Limited                                                Limited           
                                                                                
       (0.0001                                                (0.0001           
       08%)                                                   08%)              

Johann  1,276                                                  1,276            
es H.   Ordinar                                                Ordinar          
Dreyer  y                                                      y                
shares                                                 shares            
       in BHP                                                 in BHP            
       Billito                                                Billito           
       n                                                      n                 
Limited                                                Limited           
                                                                                
       (0.0000                                                (0.0000           
       38%)                                                   38%)              

       (Note:                                                                   
       These                                                                    
       are                                                                      
held as                                                                  
       638                                                                      
       ADRs.                                                                    
       The                                                                      
current                                                                  
       ratio                                                                    
       of                                                                       
       Ordinar                                                                  
y                                                                        
       shares                                                                   
       to ADRs                                                                  
       is 2:1)                                                                  

Ian     31,654                                                 31,654           
Maxwel                                                                          
l       Ordinar                                                Ordinar          
y                                                      y                 
       shares                                                 shares            
       in BHP                                                 in BHP            
       Billito                                                Billito           
n                                                      n                 
       Limited                                                Limited           
                                                                                
       (0.0009                                                (0.0009           
43%)                                                   43%)              
                                                                                
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        securities        other than                        
          (excl. relevant   under option      options                           
securities under                                                      
          option)                                                               
                                                                                
          LongNum  ShortNum LongNu   ShortNu  LongNum ShortNu  LongNu  ShortNu  
ber      ber   %  mber     mber     ber %   mber     mber %  mber     
          %                 %        %                %                %        
                                                                                
N/A                                                                             

Part C - Rights to subscribe                                                    
Name                      Details                                               
                                                                                
Ian Maxwell               8,242 shares awarded under the Group Incentive        
                         Scheme 2007.                                           
                                                                                
                                                                                

                         160,000 shares awarded under the Long Term Incentive   
                         Plan 2004, 2005, 2006 and 2007                         
                                                                                

                                                                                
Part D - Purchases and Sales                                                    
Name        Date of   Purchase/Sale Number of relevant      Price per           
dealing                 securities              unit                 
                                                                                
Gavin       10.10.08  Purchase      1,000                   AUD27.05            
Verrall                                                                         
17.10.08  Purchase      500                     AUD25.45             
                                                                                
                                                                                
                                                                                
Johannes H. 15.10.08  Purchase      552 ADRs (1,104         USD36.25            
Dreyer                              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 per       
                                                    securities  relevant        
                                                    acquired    security        
                                                                                
Ian Maxwell     08.10.08 Group Incentive Scheme      15,906      0              
                        2005                                                    
               08.10.08                             15,563      0               
                        Group Incentive Scheme                                  
2006                                                    
                                                                                
Part H - Other dealings                                                         
Name           Date of    Number of        Nature   Details    Price per unit   
exercise   securities to    of                  (if applicable)   
                         which the        transac                               
                         dealing relates  tion                                  
                                                                                
N/A                                                                             
                                                                                
Date: 18/11/2008 16:24:11 Produced by the JSE SENS Department.                  
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