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Tue 23 Sep 2008, 17:30 BIL - BHP Billiton Plc - Dealings by offerors off
BIL
BIBLT                                                                           
BIL - BHP Billiton Plc - Dealings by offerors, offeree companies or their       
associates for themselves or for discretionary clients                          
BHP Billiton Plc                                                                
Share code:         BIL                                                         
ISIN:               GB0000566504                                                
                                                                FORM 8.1        
DEALINGS BY OFFERORS, OFFEREE COMPANIES OR THEIR ASSOCIATES FOR THEMSELVES OR   
FOR DISCRETIONARY CLIENTS(Rules 8.1(a) and (b)(i) of the City Code on Takeovers 
and Mergers)                                                                    
1.   KEY INFORMATION                                                            
Name of person dealing (Note 1)            See attached Schedule                
Company dealt in                           BHP Billiton Limited                 
Class of relevant security to which the    Ordinary shares                      
dealings being disclosed relate (Note 2)                                        
Date of dealing                            See attached Schedule                
2.   INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE                         
(a)  Interests and short positions (following dealing) in the class of relevant 
security dealt in (Note 3)                                                      
                                      Long                 Short                

                                      Number               Number               
                                      (%)                  (%)                  
                                                                                
(1) Relevant securities                See attached         N/A                 
                                      Schedule (Part A)                         
                                                                                
(2) Derivatives (other than options)   N/A                  N/A                 

(3) Options and agreements to          N/A                  N/A                 
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 security:      Long                       Short               
                                                                                
                                Number                     Number               
                                (%)                        (%)                  

(1) Relevant securities          See attached Schedule      N/A                 
                                (Part B)                                        
                                                                                
(2) Derivatives (other than      N/A                        N/A                 
options)                                                                        
(3) Options and agreements to    N/A                        N/A                 
purchase/sell                                                                   
Total                            See attached Schedule      N/A                 
                                (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 securities  Price per unit (Note 5)  
                                                                                
See attached Schedule (Part D)                                                  
                                                                                
(b)  Derivatives transactions (other than options)                              
Product name,      Long/short    Number of securities  Price per unit (Note     
e.g. CFD           (Note 6)      (Note 7)              5)                       
See attached                                                                    
Schedule (Part E)                                                               
(c)  Options transactions in respect of existing securities                     
(i)  Writing, selling, purchasing or varying                                    
Product name,  Writing,      Number of  Exercise  Type,      Expiry  Option     
e.g. call      selling,      securitie  price     e.g.       date    money      
option         purchasing,   s to                 American,          paid/      
              varying etc.  which the            European           received    
                            option               etc.               per unit    
relates                                 (Note 5)    
                            (Note 7)                                            
See attached                                                                    
Schedule                                                                        
(Part F)                                                                        
(ii) Exercising                                                                 
Product name, e.g.      Number of           Exercise price per unit (Note 5)    
call option             securities                                              
See attached Schedule                                                           
(Part G)                                                                        
(d)  Other dealings (including new securities) (Note 4)                         
Nature of transaction (Note   Details             Price per unit (if            
8)                                                applicable) (Note 5)          
See attached Schedule (Part                                                     
H)                                                                              
4.   OTHER INFORMATION                                                          
Agreements, arrangements or understandings relating to options or derivatives   
Full details of any agreement, arrangement or understanding between the         
person disclosing and any other person relating to the voting rights of         
any relevant securities under any option referred to on this form or            
relating to the voting rights or future acquisition or disposal of any          
relevant securities to which any derivative referred to on this form is         
referenced.  If none, this should be stated.                                    
None                                                                            
Is a Supplemental Form 8 attached? (Note 9)                 NO                  
Date of disclosure                    22 September 2008                         
Contact name                          Mimi Ajibade                              
Telephone number                      +44 20 7802 4116                          
Name of offeree/offeror with which    BHP Billiton Limited                      
Associated                                                                      
Specify category and nature of        Category (3) - directors (together        
Associate status (Note 10)            with their close relatives and            
related trusts) of subsidiaries of         
                                     BHP Billiton Plc and BHP Billiton          
                                     Ltd and fellow subsidiaries and            
                                     their associated companies                 
Notes                                                                           
The Notes on Form 8.1 can be viewed on the Takeover Panel`s website at          
www.thetakeoverpanel.org.uk                                                     
SCHEDULE                                                                        
Form 8.1 Aggregated Dealings Disclosure                                         
Part A - Interests and short positions (following dealing) in the class of      
relevant security dealt in                                                      
Name    Holding of          Holding of       Holding of        Total            
relevant            relevant         derivatives                         
       securities (excl.   securities 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   
%        %        %       %        %        %        %        
                                                                                
Franci  12,291                                                 12,291           
s R.    Ordinary                                               Ordinar          
McAlli  shares in                                              y                
ster    BHP                                                    shares           
       Billiton                                               in BHP            
       Limited                                                Billito           
n                 
       (0.0004%)                                              Limited           
                                                                                
                                                              (0.0004           
%)                
                                                                                
Gary    11,134                                                 11,134           
E.      Ordinary                                               Ordinar          
Grubit  shares in                                              y                
z       BHP                                                    shares           
       Billiton                                               in BHP            
       Limited                                                Billito           
n                 
       (0.0003%)                                              Limited           
                                                                                
                                                              (0.0003           
%)                
                                                                                
Edwin   18,751                                                 18,751           
A.      Ordinary                                               Ordinar          
Pettig  shares in                                              y                
rew     BHP                                                    shares           
       Billiton                                               in BHP            
       Limited                                                Billito           
n                 
       (0.0006%)                                              Limited           
                                                                                
                                                              (0.0006           
%)                
                                                                                
Michae  4,577                                                  4,577            
l A.    Ordinary                                               Ordinar          
Eamon   shares in                                              y                
       BHP                                                    shares            
       Billiton                                               in BHP            
       Limited                                                Billito           
n                 
       (0.0001%)                                              Limited           
                                                                                
                                                              (0.0001           
%)                
                                                                                
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 (excl.  securities       other than                              
    relevant           under option     options                                 
securities under                                                            
    option)                                                                     
                                                                                
    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                                                            
                                                                                
Francis R.   5,000 Performance Shares awarded under the Long Term Incentive     
McAllister   Plan 2004                                                          
                                                                                
            9,885 priced options (AUD 21.91) held under the Group               
Incentive Scheme 2005                                               
                                                                                
            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                                                           
                                                                                
            1,446 Deferred Shares awarded under the Group Incentive Scheme      
2007                                                                
                                                                                
Gary E.      1,000 shares  held under loan under the Employee Share Plan        
Grubitz      1992                                                               

            7,500 Performance Shares awarded under the Long Term Incentive      
            Plan 2005                                                           
                                                                                
7,500 Performance Shares awarded under the Long Term Incentive      
            Plan 2006                                                           
                                                                                
            15,000 Performance Shares awarded under the Long Term               
Incentive Plan 2007                                                 
                                                                                
            2,561 Deferred Shares awarded under the Group Incentive Scheme      
            2007                                                                

Edwin A.     7,500 Performance Shares awarded under the Long Term Incentive     
Pettigrew    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                                                           

            2,126 Deferred Shares awarded under the Group Incentive Scheme      
            2007                                                                
                                                                                
Michael A.   15,000 Performance Shares awarded under the Long Term              
Eamon        Incentive Plan 2005                                                
                                                                                
            15,000 Performance Shares awarded under the Long Term               
Incentive Plan 2006                                                 
                                                                                
            15,000 Performance Shares awarded under the Long Term               
            Incentive Plan 2007                                                 

            4,064 Deferred Shares awarded under the Group Incentive Scheme      
            2007                                                                
                                                                                
Part D - Purchases and Sales                                                    
Name        Date of dealing   Purchase/Sale  Number of     Price per            
                                            relevant      unit                  
                                            securities                          

Francis R.  19 September 2008 Sale           664           AUD37.27             
McAllister                                                                      
Gary E.     19 September 2008 Sale           2,191         AUD37.24             
Grubitz                                                                         
Edwin A.    19 August 2008    Sale           2,986         AUD37.24             
Pettigrew                                                                       
Michael A.  25 August 2008    Sale           5,719         AUD40.29             
Eamon                                                                           
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 price    
        exercise  option/award)          securities          per relevant       
                                         acquired            security           

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

Francis R.  19      2,063             Exercise    Deferred         Nil          
McAllister  Septemb                               Shares awarded                
           er 2008                               under the                      
Group                          
                                                 Incentive                      
                                                 Scheme 2006                    
                                                                                
Gary E.     19      2,191             Exercise    Deferred         Nil          
Grubitz     Septemb                               Shares awarded                
           er 2008                               under the                      
                                                 Group                          
Incentive                      
                                                 Scheme 2006                    
                                                                                
Edwin A.    19      2,986             Exercise    Deferred         Nil          
Pettigrew   August                                Shares awarded                
           2008                                  under the                      
                                                 Group                          
                                                 Incentive                      
Scheme 2006                    
                                                                                
Michael A.  25      5,719             Exercise    Deferred         Nil          
Eamon       August                                Shares awarded                
2008                                  under the                      
                                                 Group                          
                                                 Incentive                      
                                                 Scheme 2006                    

Date: 23/09/2008 17:30:01 Produced by the JSE SENS Department.                  
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