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Wed 2 Jul 2008, 13:44 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 (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 Takeover Code)                                  
1.   KEY INFORMATION                                                            
Name of person dealing (Note  Marius Kloppers                                   
1)                            (The shares were acquired on-market               
                             by Computershare Nominees CI Ltd on                
                             behalf of Marius Kloppers under the                
rules of the BHP Billiton Group                    
                             Employee Share Plan.  The registered               
                             holder of the shares is                            
                             Computershare Nominees CI Ltd).                    

Company dealt in              BHP Billiton Limited                              
(1)      Class     of    relevant Ordinary Shares                               
security    to   which    the                                                   
dealings    being   disclosed                                                   
relate (Note 2)                                                                 
(2)  Date of dealing              1 July 2008                                   
2.  INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE                          
(a)  Interests and short positions (following dealing) in the class of relevant 
    security dealt in (Note 3)                                                  
                                     Long               Short                   
                             Number                Number                       
(%)                   (%)                          
(1) Relevant securities       160                                               
                             0.0000048                                          
(2)  Derivatives (other  than                                                   
options)                                                                        
                                                                                
(3) Options and agreements                                                      
to purchase/sell                                                                

Total                         160                                               
                             0.0000048                                          
(b)  Interests and short positions in relevant securities of the company, other 
than the class dealt in (Note 3)                                            
Class of relevant security:           Long               Short                  
                                                                                
                             Number                Number                       
(%)                   (%)                          
(1) Relevant securities                                                         
                                                                                
(2)  Derivatives (other  than                                                   
options)                                                                        
                                                                                
(3) Options and agreements                                                      
to purchase/sell                                                                

Total                                                                           
(c)  Rights to subscribe (Note 3)                                               
Class of relevant security:   Details                                           
Deferred    Shares    awarded 27,582 Deferred Shares awarded under              
under   the  Group  Incentive the Group Incentive Scheme.  The                  
Scheme                        Deferred Shares are exercisable from              
                             the first non-prohibited date after                
30 June 2009.  They will expire on                 
                             the day before the 3rd anniversary                 
                             of the exercisable date.                           
                                                                                

Performance  Shares   awarded 333,327 Performance Shares awarded                
under    the   BHP   Billiton under the BHP Billiton Limited Long               
Limited  Long Term  Incentive Term Incentive Plan. The Performance              
Plan                          Shares are exercisable from the                   
                             first non-prohibited date after 30                 
                             June 2012.  They will expire on the                
                             day before the 5th anniversary of                  
the exercisable date.  The exercise                
                             of the Performance Shares is subject               
                             to certain performance hurdles being               
                             met which relate to the performance                
of the BHP Billiton Group as                       
                             compared to the weighted average                   
                             performance of companies in a                      
                             comparator group.                                  

3.   DEALINGS (Note 4)                                                          
(a)  Purchases and sales                                                        
Purchase/sale            Number of securities    Price per unit                 
(Note 5)                        
Purchase                 37                      AUD 43.80                      
                                                                                
(b)  Derivatives transactions (other than options)                              
Product       Long/short       Number of         Price per unit                 
name,         (Note 6)         securities        (Note 5)                       
e.g. CFD                        (Note 7)                                        
                                                                                

                                                                                
(c)  Options transactions in respect of existing securities                     
(i)  Writing, selling, purchasing or varying                                    
Product       Writing,    Number of    Exerc   Type,    Expi  Opti              
name,         selling,    securities   ise     e.g.     ry    on                
e.g. call     purchasin   to which the price   American date  mone              
option        g,          option               ,              y                 
varying     relates              European       paid               
             etc.        (Note 7)             etc.           /                  
                                                             receiv             
                                                             ed per             
unit               
                                                             (Note              
                                                             5)                 
                                                                                
(ii)Exercising                                                                  
Product name, e.g. call  Number of securities    Exercise price                 
option                                           per unit                       
                                                (Note 5)                        

                                                                                
(d)  Other dealings (including new securities) (Note 4)                         
Nature of transaction    Details                 Price per unit                 
(Note 8)                                         (if applicable)                
                                                (Note 5)                        
                                                                                
                                                                                
4.   OTHER INFORMATION                                                          
Agreements, arrangements or understandings relating to options or derivatives   
Full details of any agreement, arrangement or understanding                     
between the person disclosing and any other person relating to the              
voting rights of any relevant securities under any option referred              
to on this form or relating to the voting rights or future                      
acquisition or disposal of any relevant securities to which any                 
derivative referred to on this form is referenced.  If none, this               
should be stated.                                                               
Is a Supplemental Form 8 attached? (Note 9)                 NO                  
(3)  Date of disclosure                        2 July 2008                      
(4)  Contact name                              Ines Watson                      
(5)  Telephone number                          +44 (0)20 7802 4176              
Name of offeree/offeror with which         BHP Billiton Limited                 
associated                                                                      
Specify  category and nature of associate  Category (3) -                       
status (Note 10)                           directors (together                  
                                          with their close                      
                                          relatives and related                 
                                          trusts) of BHP Billiton               
Plc and BHP Billiton                  
                                          Limited                               
Notes                                                                           
The Notes on Form 8.1 can be viewed on the Takeover Panel`s website at          
www.thetakeoverpanel.org.uk                                                     
Date: 02/07/2008 13:44:03 Produced by the JSE SENS Department.                  
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