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Mon 25 Feb 2008, 14:52 BIL - BHP - Dealings by offerors offeree companie
BIL
 BIBLT                                                                           
BIL - BHP - 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                                                               
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  Billiton ESOP Trustee Limited                     
1)                                                                              
Company dealt in              BHP Billiton Plc                                  
Class of relevant security    Ordinary Shares of US$0.50 each                   
to which the dealings being                                                     
disclosed relate (Note 2)                                                       
Date of dealing               22 February 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       400,984        0.018                              
(2)  Derivatives (other  than                                                   
options)                                                                        
(3)  Options  and  agreements                                                   
to purchase/sell                                                                
Total                         400,984                                           
(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  Price  per  unit                  
                        securities           (Note 5)                           
Sale                     542                  ZAR 249.10                        
Transfer                 809                  N/A                               
(b)  Derivatives transactions (other than options)                              
Product       Long/short     Number of            Price per unit                
name,         (Note 6)       securities (Note 7)  (Note 5)                      
e.g. CFD                                                                        

(c)  Options transactions in respect of existing securities                     
(i)  Writing, selling, purchasing or varying                                    
Product    Writing  Number of   Exerc  Type,    Expi Option money               
name,      ,        securities  ise    e.g.     ry   paid/received per          
e.g. call  selling  to which    price  America  date unit (Note 5)              
option     ,        the option         n,                                       
          purchas  relates            Europea                                   
ing,     (Note 7)           n etc.                                    
          varying                                                               
          etc.                                                                  
                                                                                
(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                         25 February 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                
status (Note 10)                           Limited 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: 25/02/2008 14:52:01 Produced by the JSE SENS Department.                  
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