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Tue 17 Jun 2008, 16:59 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 ASSOCIATESFOR 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                    N/A                                          
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,    Expiryd  Option money          
name,    selling,  securitie  price     e.g.     ate      paid/                 
e.g.     purchasi  s to                 America           received per          
call     ng,       which the            n,                unit (Note 5)         
option   varying   option               Europea                                 
        etc.      relates              n etc.                                   
(Note 7)                                                      
See                                                                             
attache                                                                         
d                                                                               
Schedul                                                                         
e (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            17 June 2008                                      
Contact name                  Ines Watson                                       
Telephone number              +44 20 7802 4176                                  
Name of offeree/offeror with  BHP Billiton Limited                              
which Associated                                                                
Specify category and nature   Category (3) - directors (together with           
of Associate status (Note     their close relatives and related                 
10)                           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                                                     
SCHEDULEForm 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        Holding of      Total            
      securities (excl.     relevant          derivatives                       
      relevant securities   securities under  other than                        
under option)         option            options                           
                                                                                
      LongNumbe  ShortNumb  LongNum  ShortNu  LongNum ShortN  LongNumbe  Shor   
      r %        er %       ber %    mber %   ber %   umber%  r %        tNum   
ber    
                                                                         %      
                                                                                
Paul   16,971                                                  16,971           
Dunn   Ordinary                                                Ordinary         
      shares                                                  shares in         
      BHP                                                     BHP               
      Billiton                                                Billiton          
Limited                                                 Limited           
                                                                                
      (0.00051%                                                                 
      )                                                       (0.00051%         
)                 
                                                                                
Paul   50 BHP                                                  50 BHP           
Teel   Billiton                                                Billiton         
Limited                                                 Limited           
      ADRs                                                    ADRs              
      (represen                                               (represen         
      ting 100                                                ting 100          
Ordinary                                                Ordinary          
      shares in                                               shares in         
      BHP                                                     BHP               
      Billiton                                                Billiton          
Limited)                                                Limited)          
                                                                                
      (0.000003                                               (0.000003         
      %)                                                      %)                

Paul   22,045                                                  22,045           
Teel   Ordinary                                                Ordinary         
      shares in                                               shares in         
BHP                                                     BHP               
      Billiton                                                Billiton          
      Limited                                                 Limited           
                                                                                
(0.00066%                                               (0.00066%         
      )                                                       )                 
                                                                                
Scott  3,515                                                   3,515            
B      Ordinary                                                Ordinary         
Langl  shares in                                               shares in        
ey     BHP                                                     BHP              
      Billiton                                                Billiton          
Limited                                                 Limited           
                                                                                
      (0.00010%                                               (0.00010%         
      )                                                       )                 

Scott  10 BHP                                                  10 BHP           
B      Billiton                                                Billiton         
Langl  Limited                                                 Limited          
ey     ADRs                                                    ADRs             
      (represen                                               (represen         
      ting 20                                                 ting 20           
      Ordinary                                                Ordinary          
shares in                                               shares in         
      BHP                                                     BHP               
      Billiton                                                Billiton          
      Limited)                                                Limited)          

      (0.000001                                               (0.000001         
      %)                                                      %)                
                                                                                
Franc  52 BHP                                                  52 BHP           
is     Billiton                                                Billiton         
McAll  Limited                                                 Limited          
ister  ADRs                                                    ADRs             
(represen                                               (represen         
      ting 104                                                ting 104          
      Ordinary                                                Ordinary          
      shares in                                               shares in         
BHP                                                     BHP               
      Billiton                                                Billiton          
      Limited)                                                Limited)          
                                                                                
(0.000003                                               (0.000003         
      %)                                                      %)                
                                                                                
Steph  111                                                     111              
en     Ordinary                                                Ordinary         
Wade   shares in                                               shares in        
Willi  BHP                                                     BHP              
ams    Billiton                                                Billiton         
Limited                                                 Limited           
      (0.000003                                               (0.000003         
      %)                                                      %)                
                                                                                
Anita  100                                                     100              
Willi  Ordinary                                                Ordinary         
ams    shares in                                               shares in        
(Spou  BHP                                                     BHP              
se of  Billiton                                                Billiton         
Steph  Limited                                                 Limited          
en     (0.000003                                               (0.000003        
Wade   %)                                                      %)               
Willi                                                                           
ams)                                                                            
Franc  10,758                                                  10,758           
is     Ordinary                                                Ordinary         
McAll  shares in                                               shares in        
ister  BHP                                                     BHP              
      Billiton                                                Billiton          
      Limited                                                 Limited           
(0.00032%                                               (0.00032%         
      )                                                       )                 
                                                                                
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 under other than                               
(excl. relevant  option           options                                  
     securities                                                                 
     under option)                                                              
                                                                                
LongNu  ShortNu  LongNum  ShortNu LongNum  ShortNu  LongNumb  ShortNumbe   
     mber    mber %   ber%     mber%   ber %    mber %   er %      r  %         
     %                                                                          
                                                                                
N/A                                                                             
                                                                                
Part C - Rights to subscribe                                                    
Name     Details                                                                

Paul     2,553 Deferred Shares awarded under the Group Incentive Scheme 2005    
Dunn                                                                            
        2,399 Deferred Shares awarded under the Group Incentive Scheme 2006     

        2,181 Options awarded under the Group Incentive Scheme 2007             
                                                                                
        604 Deferred Shares awarded under the Group Incentive Scheme 2007       

        5,000 Performance Shares awarded under the Long Term Incentive Plan     
        2004                                                                    
                                                                                
7,500 Performance Shares awarded under the Long Term Incentive Plan     
        2005                                                                    
                                                                                
        7,500 Performance Shares awarded under the Long Term Incentive Plan     
2006                                                                    
                                                                                
        7,500 Performance Shares awarded under the Long Term Incentive Plan     
        2007                                                                    

        500 shares held under the Employee Share Plan 1997 (shares held         
        under loan)                                                             
                                                                                
Paul     2,292 Deferred Shares awarded under the Group Incentive Scheme 2006    
Teel                                                                            
        1,961 Deferred Shares awarded under the Group Incentive Scheme 2007     
                                                                                
7,500 Performance Shares awarded under the Long Term Incentive Plan     
        2005                                                                    
                                                                                
        7,500 Performance Shares awarded under the Long Term Incentive Plan     
2006                                                                    
                                                                                
        7,500 Performance Shares awarded under the Long Term Incentive Plan     
        2007                                                                    

        2,000 Options awarded under the Employee Share Plan 2001                
                                                                                
Scott B  1,598 Deferred Shares awarded under the Group Incentive Scheme 2006    
Langley                                                                         
        1,402 Deferred Shares awarded under the Group Incentive Scheme 2007     
                                                                                
        5,000 Performance Shares awarded under the Long Term Incentive Plan     
2004                                                                    
                                                                                
        5,000 Performance Shares awarded under the Long Term Incentive Plan     
        2005                                                                    

        7,500 Performance Shares awarded under the Long Term Incentive Plan     
        2006                                                                    
                                                                                
7,500 Performance Shares awarded under the Long Term Incentive Plan     
        2007                                                                    
                                                                                
        14,860 Options awarded under the Employee Share Plan 2001               

Stephen  7,121 Deferred Shares awarded under the Group Incentive Scheme 2006    
Wade                                                                            
Williams 5,630 Deferred Shares awarded under the Group Incentive Scheme 2007    

        15,000 Performance Shares awarded under the Long Term Incentive Plan    
        2004                                                                    
                                                                                
20,000 Performance Shares awarded under the Long Term Incentive Plan    
        2005                                                                    
                                                                                
        20,000 Performance Shares awarded under the Long Term Incentive Plan    
2006                                                                    
                                                                                
        20,000 Performance Shares awarded under the Long Term Incentive Plan    
        2007                                                                    

Francis  5,954 Options awarded under the Group Incentive Scheme 2004            
McAllist                                                                        
er       9,885 Options awarded under the Group Incentive Scheme 2005            

        2,063 Deferred Shares awarded under the Group Incentive Scheme 2006     
                                                                                
        1,446 Deferred Shares awarded under the Group Incentive Scheme 2007     

        5,000 Performance Shares awarded under the Long Term Incentive Plan     
        2004                                                                    
                                                                                
5,000 Performance Shares awarded under the Long Term Incentive Plan     
        2005                                                                    
                                                                                
        5,000 Performance Shares awarded under the Long Term Incentive Plan     
2006                                                                    
                                                                                
        5,000 Performance Shares awarded under the Long Term Incentive Plan     
        2007                                                                    

Part D - Purchases and Sales                                                    
Name         Date of   Purchase/Sale Number of   Price                          
            dealing                 relevant    per                             
securities  unit                            
                                                                                
Paul Dunn    14.05.08  Sale          1,225       A$46.93                        
                                                                                
Paul Teel    19.05.08  Sale          500         A$49.59                        
                                                                                
Scott B      20.05.08  Sale          2,566       A$48.56                        
Langley                                                                         
Stephen Wade 10.06.08  Sale          5,240       A$44.09                        
Williams                                                                        
Francis      10.06.08  Sale          7,502       A$44.09                        
McAllister                                                                      
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 (e.g.      Number of relevant  Exercise     
       exercise       option/award)           securities          price per     
                                              acquired            relevant      
                                                                  security      

N/A                                                                             
                                                                                
Part H - Other dealings                                                         
Name         Date of    Number of         Nature of    Details      Price per   
            exercise   securities to     transaction               unit (if     
                       which the                                   applicable)  
                       dealing relates                                          

Paul Dunn    14.05.08   5,168             Exercise     Options      A$11.11     
                                                      under the                 
                                                      Group        (Exercise    
Incentive    price per    
                                                      Scheme 2003  unit)        
                                                                                
Paul Teel    19.05.08   500               Exercise     Options      A$8.30      
under the                 
                                                      Employee     (Exercise    
                                                      Share Plan   price per    
                                                      2001         unit)        

Scott B      20.05.08   2,566             Exercise     Options      A$15.39     
Langley                                                under the                
                                                      Group        (Exercise    
Incentive    price per    
                                                      Scheme 2004  unit)        
                                                                                
Stephen      06.06.08   5,430             Exercise     Options      A$11.11     
Wade                                                   under the                
Williams                                               Group        (Exercise   
                                                      Incentive    price per    
                                                      Scheme 2003  unit)        

Francis      10.06.08   7,502             Exercise     Options      A$11.11     
McAllister                                             under the                
                                                      Group        (Exercise    
Incentive    price per    
                                                      Scheme 2003  unit)        
                                                                                
File name: Form 8 1 announcement - week ending 13 June 2008 (Plc).doc           
NOTE-                                                                           
DESCRIPTION-                                                                    
FORM 8.1                                                                        
DEALINGS BY OFFERORS, OFFEREE COMPANIES OR THEIR ASSOCIATESFOR 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               N/A                                               
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   Exerci  Type,     Expi   Option                      
name,    ,        of       se      e.g.      ryda   money                       
e.g.     selling  securi   price   American, te     paid/                       
call     ,        ties             European         receive                     
option   purchas  to               etc.             d per                       
ing,     which                             unit                         
        varying  the                               (Note                        
        etc.     option                            5)                           
                 relate                                                         
s                                                              
                 (Note                                                          
                 7)                                                             
See                                                                             
attache                                                                         
d                                                                               
Schedul                                                                         
e (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            17 June 2008                                      
Contact name                  Ines Watson                                       
Telephone number              +44 20 7802 4176                                  
Name of offeree/offeror with  BHP Billiton Limited                              
which Associated                                                                
Specify category and nature   Category (3) - directors                          
of Associate status (Note     (together with their close                        
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                                                     
SCHEDULEForm 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 under    other than                          
      relevant          option              options                             
      securities under                                                          
option)                                                                   
                                                                                
      Long    Short     Long      Short     Long     Short    Long     Short    
                                                                                
Number  Number %  Number %  Number %  Number   Number   Number   Number   
      %                                     %        %        %        %        
                                                                                
Scott  51                                                      51               
B      Ordinar                                                 Ordinar          
Langl  y                                                       y                
ey     shares                                                  shares           
      in BHP                                                  in BHP            
Billito                                                 Billito           
      n Plc)                                                  n Plc)            
                                                                                
      (0.0000                                                 (0.0000           
02%)                                                    02%)              
                                                                                
Part B - Interests and short positions in relevant securities of the company,   
other than the class dealt in                                                   
Name   Holding of relevant  Holding of          Holding of       Total          
      securities (excl.    relevant            derivatives                      
      relevant securities  securities under    other than                       
      under option)        option              options                          

      LongNumbe  ShortNum  LongNumber ShortNu  LongNum  ShortN  LongNum  Shor   
      r     %    ber   %   %          mber     ber %    umber   ber %    tNum   
                                      %                 %                ber    
%      
                                                                                
N/A                                                                             
                                                                                
Part C - Rights to subscribe                                                    
Name                  Details                                                   
                                                                                
N/A                                                                             

Part D - Purchases and Sales                                                    
Name         Date of   Purchase/Sale Number of   Price per unit                 
            dealing                 relevant                                    
securities                                  
                                                                                
N/A                                                                             
                                                                                
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 (e.g.  Number of relevant    Exercise     
            exercise    option/award)       securities acquired   price per     
                                                                  relevant      
                                                                  security      

N/A                                                                             
                                                                                
Part H - Other dealings                                                         
Name        Date of    Number of           Nature of        Details   Price     
           exercise   securities to       transaction                per        
                      which the dealing                              unit       
                      relates                                        (if        
applica    
                                                                     ble)       
                                                                                
N/A                                                                             

Date: 17/06/2008 16:59:01 Produced by the JSE SENS Department.                  
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