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Mon 5 May 2008, 8:13 BHP Billiton Plc - Dealings By Offerors, Offeree C
BIL
 BIBLT                                                                           
                                                                                
                                                                                
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  See attached Schedule                             
1)                                                                              
Company dealt in              BHP Billiton Limited                              
Class of relevant security    Ordinary Shares                                   
to 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,       selling,   securities   price    e.g.       date    money           
e.g. call   purchasing to which              American,          paid/           
option      , varying  the option            European           received        
           etc.       relates               etc.               per unit         
                      (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                             applicable)                             
(Note 8)                                (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            2 May 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                          
of Associate status           (together with their close                        
(Note 10)                     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                                                      
Holding of        Holding of        Holding of                          
        relevant          relevant          derivatives                         
        securities        securities        other than      Total               
        (excl. relevant   under option      options                             
Name     securities under                                                       
        option)                                                                 
                                                                                
        Long     Short    Long     Short    Long    Short   Long      Short     
Number   Number                                                
        Number                     Number   Number  Number  Number    Number    
                 %        %                 %       %                           
        %                          %                        %         %         

Matthew  9,715                                               9,715              
Vernon                                                                          
Ridolfi  0.00029                                             0.00029%           
%                                                                       
                                                                                
Part B - Interests and short positions in relevant securities of the company,   
other than the class dealt in                                                   
Holding of                                                             
         relevant                                                               
         securities       Holding of       Holding of       Total               
         (excl. relevant  relevant         derivatives                          
securities       securities       other than                           
         under option)    under option     options                              
Name                                                                            
         Long      Short  Long     Short   Long    Short    Long    Short       

         Number    Number Number   Number  Number  Number   Number  Number      
                                                                                
         %         %      %        %       %       %        %       %           

N/A                                                                             
                                                                                
Part C - Rights to subscribe                                                    
Name     Details                                                                
                                                                                
Matthew  827 Options under the Employee Share Plan 1999                         
Vernon                                                                          
Ridolfi  2,134 Performance Shares under the Group Incentive Scheme 2003         
                                                                                
        2,398 Deferred Shares under the Group Incentive Scheme 2004             
                                                                                
1,826 Deferred Shares under the Group Incentive Scheme 2005             
                                                                                
        1,395 Deferred Shares under the Group Incentive Scheme 2006             
                                                                                
1,256 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        
                                                                                
7,500 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                                  
                                                                                
Matthew    21/04/2008 Sale           3,800      AUD43.75                        
Vernon                                                                          
Ridolfi                                                                         
Part E - Derivative Transactions                                                
                           Product                 Number of   Price per        
name (e.g.              relevant    relevant         
Name           Date of      contract    long/short  securities  security        
              dealing      for                                                  
                           difference)                                          

N/A                                                                             
                                                                                
Part F - Writing, selling, purchasing or varying options                        
Writing,     Number of  Exercise  Type,      Expiry   Option        
            selling,     securities           e.g.                money         
            purchasing,  to which   price     American,  date                   
            varying      the option           European            paid/         
Name         etc.         relates              etc.                received     
                                                                  per unit      
                                                                                
N/A                                                                             

Part G - Exercising Options                                                     
                                                      Exercise price per        
                                                      relevant security         
Name            Date of   Product name  Number of                               
               exercise  (e.g.         relevant                                 
                         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                                applicable)       
                      the                                                       
                      dealing                                                   
                      relates                                                   

N/A                                                                             
                                                                                
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  See attached Schedule                             
1)                                                                              
Company dealt in              BHP Billiton Plc                                  
Class of relevant security    Ordinary Shares                                   
to 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,     selling,    securities  price     e.g.       date     money           
e.g.      purchasin   to which              American,           paid/           
call      g,          the option            European            received        
option    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                             applicable)                             
(Note 8)                                (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            2 May 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                          
of Associate status           (together with their close                        
(Note 10)                     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                                                      
       Holding of relevant                                                      
       securities (excl.                                                        
       relevant securities   Holding of       Holding of      Total             
under option)         relevant         derivatives                       
                             securities       other than                        
                             under option     options                           
Name                                                                            
Long         Short    Long    Short    Long    Short   Long      Short   
                                                                                
       Number       Number   Number  Number   Number  Number  Number    Number  
                                                                                
%            %        %       %        %       %       %         %       
                                                                                
Mark    7,222                                                  7,222            
Anthon                                                                          
y       0.00033%                                               0.00033%         
Scharn                                                                          
eck                                                                             
Part B - Interests and short positions in relevant securities of the company,   
other than the class dealt in                                                   
       Holding of                                                               
       relevant                                                                 
       securities (excl. Holding of        Holding of       Total               
relevant          relevant          derivatives                          
Name    securities under  securities        other than                          
       option)           under option      options                              
                                                                                
Long      Short   Long     Short    Long    Short    Long    Short       
                                                                                
       Number    Number  Number   Number   Number  Number   Number  Number      
                                                                                
%         %       %        %        %       %        %       %           
                                                                                
N/A                                                                             
                                                                                
Part C - Rights to subscribe                                                    
Name              Details                                                       
                                                                                
Mark Anthony      641 Deferred Shares under the Group Incentive Scheme 2007     
Scharneck                                                                       
                 2,043 Options under the Group Incentive Scheme 2007            
                                                                                
                 7,500 Performance Shares under the Long Term Incentive Plan    
2006                                                           
                                                                                
                 7,500 Performance Shares under the Long Term Incentive Plan    
                 2007                                                           

Part D - Purchases and Sales                                                    
                                                                                
                                                                                

                                                                                
Name      Date of     Purchase/Sale Number of   Price per                       
         dealing                   relevant    unit                             
securities                                   
                                                                                
Mark      17/04/2008  Sale          2,000       ZAR287.10                       
Anthony                                                                         
Scharneck                                                                       
Part E - Derivative Transactions                                                
                           Product                 Number of                    
                           name (e.g.              relevant                     
contract                securities  Price per        
                           for                                 relevant         
Name           Date of      difference) long/short              security        
              dealing                                                           

N/A                                                                             
                                                                                
Part F - Writing, selling, purchasing or varying options                        
Writing,     Number of  Exercise  Type,      Expiry   Option        
            selling,     securities           e.g.                money         
            purchasing,  to which   price     American,  date                   
            varying      the option           European            paid/         
Name         etc.         relates              etc.                received     
                                                                  per unit      
                                                                                
N/A                                                                             

Part G - Exercising Options                                                     
                                                      Exercise price per        
                                                      relevant security         
Name            Date of   Product name  Number of                               
               exercise  (e.g.         relevant                                 
                         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: 05/05/2008 08:13:52 Produced by the JSE SENS Department.                  
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