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Mon 21 Apr 2008, 15:35 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 1)   See attached Schedule                         
Company dealt in                  BHP Billiton Limited                          
Class of relevant security to     Ordinary Shares                               
which 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        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        See attached        N/A                                     
securities          Schedule                                                    
                                                                                
(Part B)                                                     
                                                                                
(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,  Long/short     Number of      Price per                          
e.g. CFD       (Note 6)       securities     unit (Note 5)                      
                             (Note 7)                                           
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,      Expiry   Option     
name, e.g.  selling,     securities    price     e.g.       date     money paid/
call        purchasing,  to which the            American,           received   
option      varying      option                  European            per unit   
etc.         relates                 etc.                (Note 5)    
                        (Note 7)                                                
See                                                                             
attached                                                                        
Schedule                                                                        
(Part F)                                                                        
(ii) Exercising                                                                 
Product name, e.g.  Number of           Exercise price per                      
call option         securities          unit (Note 5)                           
See attached                                                                    
Schedule                                                                        
(Part G)                                                                        
(d)  Other dealings (including new securities) (Note 4)                         
Nature of transaction    Details        Price per unit (if                      
(Note 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            21 April 2008                                     
Contact name                  Gail McGrath                                      
Telephone number              +44 20 7802 4108                                  
Name of offeree/offeror with  BHP Billiton Limited                              
which Associated                                                                
Specify category and nature   Category (3) - directors (together                
of Associate status (Note     with their close relatives and                    
10)                           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                                                     
SCHEDULE                                                                        
Form 8.1 Aggregated Dealings Disclosure                                         
Part A - Interests and short positions (following dealing) in the class of      
relevant security dealt in                                                      
Name               Holding of relevant            Holding of relevant           
                  securities (excl. relevant     securities under option        
securities under option)                                      
                                                                                
                  Long                Short      Long            Short          
                                                                                
Number %            Number %   Number %        Number %       
                                                                                
Alan Goh           2,405                                                        
                                                                                
0.00007%                                                      
                                                                                
Nigel Smith        11,479                                                       
                                                                                
0.00034%                                                      
                                                                                
Colin John         138,094                                                      
Bloomfield                                                                      
0.00411%                                                      
                                                                                
Table continues:...                                                             
Holding of derivatives   Total                                                  
other than options                                                              
Long       Short         Long                   Short                           
                                                                                
Number   % Number  %     Number   %             Number   %                      

                        2,405                                                   
                                                                                
                        0.00007%                                                

                        11,479                                                  
                                                                                
                        0.00034%                                                

                        138,094                                                 
                                                                                
                        0.00411%                                                

Part B - Interests and short positions in relevant securities of the company,   
other than the class dealt in                                                   
Name          Holding of relevant            Holding of relevant                
securities (excl. relevant     securities under option             
             securities under option)                                           
                                                                                
             Long            Short          Long         Short                  

             Number     %    Number   %     Number   %   Number   %             
                                                                                
N/A                                                                             

Table continues:...                                                             
Holding of derivatives other than      Total                                    
options                                                                         
Long          Short                    Long                Short                
                                                                                
Number %      Number %                 Number %            Number %             
                                                                                

                                                                                
Part C - Rights to subscribe                                                    
Name              Details                                                       

Alan Goh          1,618 Deferred Shares under the Group Incentive Scheme        
                 2006                                                           
                                                                                
1,364 Deferred Shares under the Group Incentive Scheme         
                 2007                                                           
                                                                                
                 5,000 Performance Shares under the Long Term Incentive         
Plan 2005                                                      
                                                                                
                 5,000 Performance Shares under the Long Term Incentive         
                 Plan 2006                                                      

                 5,000 Performance Shares under the Long Term Incentive         
                 Plan 2007                                                      
                                                                                
Nigel Smith       7,616 Deferred Shares under the Group Incentive Scheme        
                 2006                                                           
                                                                                
                 7,936 Deferred Shares under the Group Incentive Scheme         
2007                                                           
                                                                                
                 15,000 Performance Shares under the Long Term Incentive        
                 Plan 2004                                                      

                 40,000 Performance Shares under the Long Term Incentive        
                 Plan 2005                                                      
                                                                                
50,000 Performance Shares under the Long Term Incentive        
                 Plan 2006                                                      
                                                                                
                 80,000 Performance Shares under the Long Term Incentive        
Plan 2007                                                      
                                                                                
Colin John        7,043 Deferred Shares under the Group Incentive Scheme        
Bloomfield        2006                                                          

                 8,201 Deferred Shares under the Group Incentive Scheme         
                 2007                                                           
                                                                                
40,000 Performance Shares under the Long Term Incentive        
                 Plan 2004                                                      
                                                                                
                 40,000 Performance Shares under the Long Term Incentive        
Plan 2005                                                      
                                                                                
                 40,000 Performance Shares under the Long Term Incentive        
                 Plan 2006                                                      

                 40,000 Performance Shares under the Long Term Incentive        
                 Plan 2007                                                      
                                                                                
Part D - Purchases and Sales                                                    
Name         Date of    Purchase/Sale  Number of  Price per unit                
            dealing                   relevant                                  
                                      securities                                

Alan Goh     16/04/2008 Sale           590        USD 43.32                     
                                                                                
Nigel Smith  14/04/2008 Sale           7,000      AUD 41.70                     

Colin John   07/04/2008 Sale           11,177     AUD 36.72                     
Bloomfield                                                                      
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  Number of      Exercise price per       
exercise  (e.g.         relevant       relevant security         
                         option/award) securities                               
                                       acquired                                 
                                                                                
N/A                                                                             
                                                                                
Part H - Other dealings                                                         
Name        Date of    Number of      Nature of     Details       Price per     
exercise   securities     transaction                 unit (if       
                      to which the                               applicable)    
                      dealing                                                   
                      relates                                                   

N/A                                                                             
                                                                                
Date: 21/04/2008 15:35:15 Produced by the JSE SENS Department.                  
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