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Tue 30 Sep 2008, 7:33 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     Ordinary shares                         
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 securities     See attached Schedule    N/A                        
                           (Part A)                                             

(2) Derivatives (other      N/A                      N/A                        
than options)                                                                   
(3) Options and agreements  N/A                      N/A                        
to purchase/sell                                                                
Total                       See attached Schedule    N/A                        
                           (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 securities     See attached Schedule    N/A                        
(Part B)                                             
                                                                                
(2) Derivatives (other      N/A                      N/A                        
than options)                                                                   
(3) Options and agreements  N/A                      N/A                        
to 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 (Note 6)    Number of            Price per unit   
e.g. CFD                                  securities (Note 7)  (Note 5)         
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, e.g.  Expiry   Option     
name, e.g.   selling,    securities   price     American,   date     money      
call option  purchasing, to which               European             paid/      
            varying     the option             etc.                 received    
            etc.        relates                                     per unit    
                        (Note 7)                                    (Note 5)    
See                                                                             
attached                                                                        
Schedule                                                                        
(Part F)                                                                        
(ii) Exercising                                                                 
Product name, e.g. call     Number of securities     Exercise price per         
option                                               unit (Note 5)              
See attached Schedule                                                           
(Part G)                                                                        
(d)  Other dealings (including new securities) (Note 4)                         
Nature of transaction   Details             Price per unit (if                  
(Note 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                   29 September 2008                          
Contact name                         Mimi Ajibade                               
Telephone number                     +44 20 7802 7000                           
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   
                  %        %        %       %        %        %        %        
%                                                                        
                                                                                
Peter   30,489                                                 30,489           
De      Ordinary                                               Ordinar          
Zwart   shares in                                              y                
       BHP                                                    shares            
       Billiton                                               in BHP            
       Limited                                                Billito           
n                 
       (0.0014%)                                              Limited           
                                                                                
                                                              (0.0014           
%)                
                                                                                
Paul    19,561                                                 19,561           
J.      Ordinary                                               Ordinar          
Dunn    shares in                                              y                
       BHP                                                    shares            
       Billiton                                               in BHP            
       Limited                                                Billito           
n                 
       (0.0009%)                                              Limited           
                                                                                
                                                              (0.0009           
%)                
                                                                                
Scott   3,609                                                  3,609            
B.      Ordinary                                               Ordinar          
Langle  shares in                                              y                
y       BHP                                                    shares           
       Billiton                                               in BHP            
       Limited                                                Billito           
n                 
       (0.0002%)                                              Limited           
                                                                                
                                                              (0.0002           
%)                
                                                                                
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 other                   
        securities (excl.  securities       than options                        
        relevant           under option                                         
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                                                       
                                                                                
Peter De Zwart    15,000 Performance Shares awarded under the Long Term         
                 Incentive Plan 2004                                            
                                                                                
                 15,000 Performance Shares awarded under the Long Term          
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                                            
                                                                                
3,396 Deferred Shares awarded under the Group Incentive        
                 Scheme 2007                                                    
                                                                                
                 500 shares  held under loan under the Employee Share Plan      
1992                                                           
                                                                                
                                                                                
                                                                                
Paul  J. Dunn     500 shares  held under loan under the Employee Share Plan     
                 1997                                                           
                                                                                
                 7,500 Performance Shares awarded under the Long Term           
Incentive Plan 2005                                            
                                                                                
                 2,399 Deferred Shares awarded under the Group Incentive        
                 Scheme 2006                                                    

                 7,500 Performance Shares awarded under the Long Term           
                 Incentive Plan 2006                                            
                                                                                
2,181 Deferred Shares awarded under the Group Incentive        
                 Scheme 2007                                                    
                                                                                
                 7,500 Performance Shares awarded under the Long Term           
Incentive Plan 2007                                            
                                                                                
                 604 Deferred Shares awarded under the Group Incentive          
                 Scheme 2007                                                    

                                                                                
                                                                                
Scott B. Langley  14,860 shares held under Executive Share Plan 2001            

                 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                                            

                 1,402 Deferred Shares awarded under the Group Incentive        
                 Scheme 2007                                                    
                                                                                
Part D - Purchases and Sales                                                    
Name              Date of         Purchase/Sale  Number of    Price per unit    
                 dealing                        relevant                        
                                                securities                      

Peter De Zwart    20 August 2008  Sale           4,529        AUD38.60          
                                                                                
Part E - Derivative Transactions                                                
Name     Date of dealing   Product name     long/short  Number of   Price per   
                          (e.g. contract               relevant    relevant     
                          for difference)              securities  security     
                                                                                
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 the price      American, date                
        varying etc.      option                  European           paid/      
                          relates                 etc.               received   
per unit   
                                                                                
N/A                                                                             
                                                                                
Part G - Exercising Options                                                     
Name     Date of      Product name (e.g. option/award)   Number of    Exercise  
        exercise                                        relevant     price      
                                                        securities   per        
acquired     relevant   
                                                                     security   
                                                                                
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                                                  
                                                                                
Peter De  20 August     4,529         Exercise      Deferred    Nil             
Zwart     2008                                      Shares                      
                                                   awarded                      
                                                   under the                    
Group                        
                                                   Incentive                    
                                                   Scheme 2006                  
                                                                                
Paul  J.  4 September   2,553         Exercise      Deferred    Nil             
Dunn      2008                                      Shares                      
                                                   awarded                      
                                                   under the                    
Group                        
                                                   Incentive                    
                                                   Scheme 2005                  
                                                                                
Scott B   19 August     1,598         Exercise      Deferred    Nil             
Langley   2008                                      Shares                      
                                                   awarded                      
                                                   under the                    
Group                        
                                                   Incentive                    
                                                   Scheme 2006                  
                                                                                
Date: 30/09/2008 07:33:35 Produced by the JSE SENS Department.                  
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