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Tue 29 Apr 2008, 7:20 218186/11022 CD080950107 BMLF 290408:0705
BIL
 BIBLT                                                                           
                  218186/11022  CD080950107 BMLF 290408:0705                    
                                                                                
BIL - BHP Billiton Plc - 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)                                      
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 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 securities          See attached Schedule (Part A)    N/A          

(2) Derivatives (other than      N/A                               N/A          
options)                                                                        
(3) Options and agreements to    N/A                               N/A          
purchase/sell                                                                   
Total                            See attached Schedule (Part A)    N/A          
                                                                                
(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           See attached Schedule (Part B)   N/A          
                                                                                
(2) Derivatives (other than       N/A                              N/A          
options)                                                                        
(3) Options and agreements to     N/A                              N/A          
purchase/sell                                                                   
Total                             See attached Schedule (Part B)   N/A          
                                                                                
(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, e.g.     Long/short (Note 6)  Number of      Price per            
CFD                                         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       
call option  purchasin  to which the            American,           paid/       
            g,         option                  European            received     
            varying    relates                 etc.                per unit     
etc.       (Note 7)                                    (Note 5)     
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           Details             Price per unit (if                      
transaction (Note                       applicable) (Note                       
8)                                      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                   28 April 2008                              
Contact name                         Gail McGrath                               
Telephone number                     +44 20 7802 4108                           
Name of offeree/offeror with which   BHP Billiton Limited                       
Associated                                                                      
Specify category and nature of       Category (3) - directors                   
Associate status (Note 10)           (together with 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                                                     
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         Holding of      Holding of     Total                
        relevant           relevant        derivatives                          
securities (excl.  securities      other than                           
        relevant           under option    options                              
        securities under                                                        
        option)                                                                 

        Long      Short    Long     Short  Long     Shor  Long      Short       
                  Number   Number   Numbe  Number   t     Number %              
        Number %  %        %        r %    %        Numb            Number      
er %            %           
                                                                                
John Sew 27,518                                            27,518               
Atjon                                                                           
0.00125%                                          0.00125%              
                                                                                
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)                                                                 
                                                                                
        Long      Short   Long    Shor   Long    Short    Long    Short         
Number  t      Number  Number   Number                
        Number %  Number  %              %       %        %       Number %      
                  %               Numb                                          
                                  er %                                          

N/A                                                                             
                                                                                
Part C - Rights to subscribe                                                    
Name      Details                                                               
                                                                                
John Sew  5,038 Deferred Shares under the Group Incentive Scheme  2005          
Atjon                                                                           
2,617 Deferred Shares under the Group Incentive Scheme 2006            
                                                                                
         4,144 Deferred Shares under the Group Incentive Scheme 2007            
                                                                                
5,000 Performance Shares under the Long Term Incentive Plan 2004       
                                                                                
         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       
                                                                                
Part D - Purchases and Sales                                                    
Name       Date of    Purchase/Sale  Number of  Price                           
          dealing                   relevant   per unit                         
                                    securities                                  

John Sew   17/04/2008 Sale           5,600      GBP18.65                        
Atjon                                                                           
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: 29/04/2008 07:20:02 Produced by the JSE SENS Department.                  
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