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Thu 24 Jan 2008, 7:20 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 Takeover Code)                                  
1.   KEY INFORMATION                                                            
Name of person dealing (Note 1)   Billiton ESOP Trustee Limited                 
Company dealt in                  BHP Billiton Plc                              
Class of relevant security to     Ordinary Shares of US$0.50 each               
which the dealings being                                                        
disclosed relate (Note 2)                                                       
Date of dealing                   22 January 2008                               
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       409,539        0.018                              
(2)  Derivatives (other  than                                                   
options)                                                                        
(3)  Options  and  agreements                                                   
to purchase/sell                                                                
Total                         409,539                                           
(b)  Interests and short positions in relevant securities of the company, other 
than the class dealt in (Note 3)                                                
Class of relevant security:   Long                   Short                      
Number           (%)   Number           (%)        
(1) Relevant securities                                                         
(2)  Derivatives (other  than                                                   
options)                                                                        
(3)  Options  and  agreements                                                   
to purchase/sell                                                                
Total                                                                           
(c)  Rights to subscribe (Note 3)                                               
Class of relevant security:   Details                                           
                                                                                
3.   DEALINGS (Note 4)                                                          
(a)  Purchases and sales                                                        
Purchase/sale            Number of securities    Price per unit (Note 5)        
Sale                     17493                   ZAR 173.00                     
(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)                 
(c)  Options transactions in respect of existing securities                     
(i)  Writing, selling, purchasing or varying                                    
Product     Writing,     Number of     Exerci  Type, e.g.  Expiry  Option       
name,       selling,     securities    se      American,   date    money        
e.g. call   purchasing,  to which the  price   European            paid/recei   
option      varying etc. option                etc.                ved per      
                        relates                                   unit          
(Note 7)                                  (Note 5)      
(ii) Exercising                                                                 
Product name, e.g. call  Number of securities    Exercise price per             
option                                           unit (Note 5)                  

(d)  Other dealings (including new securities) (Note 4)                         
Nature of transaction    Details                 Price per unit (if             
(Note 8)                                         applicable) (Note 5)           
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                           23 January 2008                    
Contact name                                 Gail McGrath                       
Telephone number                             +44 (0)20 7802 4108                
Name of offeree/offeror with which           BHP Billiton Plc                   
associated                                                                      
Specify category and nature of associate     Billiton ESOP Trustee Limited      
status (Note 10)                             is the trustee of the BHP          
                                            Billion Employee Share              
                                            Ownership Trust (associate)         
Notes                                                                           
The Notes on Form 8.1 can be viewed on the Takeover Panel`s website at          
www.thetakeoverpanel.org.uk                                                     
Date: 24/01/2008 07:20:01 Produced by the JSE SENS Department.                  
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