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Tue 25 Nov 2008, 7:07 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 Plc                   
                                                                                
Class of relevant security to which the      Ordinary shares                    
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        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               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, e.g. Long/short      Number of             Price per unit         
CFD                (Note 6)        securities (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   Exerci Type, e.g.   Expiryd Option money        
name,     selling,  securitie   se     American,    ate     paid/ received      
e.g. call purchasi  s to        price  European             per unit (Note      
option    ng,       which the          etc.                 5)                  
varying   option                                                       
         etc.      relates                                                      
                   (Note 7)                                                     
                                                                                
See                                                                             
attached                                                                        
Schedule                                                                        
(Part F)                                                                        
(ii) Exercising                                                                 
Product name, e.g.  Number of         Exercise price per unit (Note 5)          
call option         securities                                                  
                                                                                
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               24 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 of   Category (3) - directors (together with        
Associate status (Note 10)       their close 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                                                     
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                         
       securities (excl.   securities under other than                          
       relevant            option           options                             
securities under                                                         
       option)                                                                  
                                                                                
       LongNumbe  ShortNu  LongNum  ShortNu LongNum  ShortNu  LongNum  ShortNu  
r   %      mber     ber   %  mber    ber   %  mber  %  ber   %  mber     
                  %                 %                                  %        
                                                                                
Phillip 32,052                                                 32,052           
Hechter Ordinary                                               Ordinar          
       shares in                                              y                 
       BHP                                                    shares            
       Billiton                                               in BHP            
Plc                                                    Billito           
       (0.017270                                              n Plc             
       %)                                                     (0.0172           
                                                              70%)              

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 under    other than                          
      relevant          option              options                             
      securities under                                                          
option)                                                                   
                                                                                
      LongNumb  ShortNu LongNumb  ShortNum  LongNum  ShortNu  LongNum  ShortNu  
      er     %  mber    er   %    ber   %   ber %    mber     ber %    mber     
%                                    %                 %        
                                                                                
N/A                                                                             
                                                                                
Part C - Rights to subscribe                                                    
Name              Details                                                       
                                                                                
Phillip Hechter   12,086 Deferred Shares awarded under the Group Incentive      
Scheme 2007.                                                   
                                                                                
                                                                                
                                                                                
52,500 Performance 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                  

Phillip      29.09.08 Purchase       500                   R184.15              
Hechter                                                                         
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 price   
exercise   option/award)          relevant       per relevant      
                                               securities     security          
                                               acquired                         
                                                                                
N/A                                                                             
                                                                                
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: 25/11/2008 07:07:14 Produced by the JSE SENS Department.                  
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