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Tue 14 Oct 2008, 7:36 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            See attached Schedule   N/A                             
securities              (Part A)                                                
                                                                                
(2) Derivatives (other  N/A                     N/A                             
than options)                                                                   
(3) Options and         N/A                     N/A                             
agreements 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            See attached Schedule   N/A                             
securities              (Part B)                                                
                                                                                
(2) Derivatives (other  N/A                     N/A                             
than options)                                                                   
(3) Options and         N/A                     N/A                             
agreements 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, e.g.     Long/short (Note Number of         Price per unit        
CFD                    6)               securities (Note  (Note 5)              
                                       7)                                       
See attached Schedule                                                           
(Part E)                                                                        
(c)  Options transactions in respect of existing securities                     
(i)  Writing, selling, purchasing or varying                                    
Product     Writing,   Number    Exercise    Type,      Expiry   Option         
name,       selling,   of        price       e.g.       date     money paid/    
e.g. call   purchasin  securiti              American,           received       
option      g,         es to                 European            per unit       
           varying    which                 etc.                (Note 5)        
etc.       the                                                       
                      option                                                    
                      relates                                                   
                      (Note 7)                                                  
See                                                                             
attached                                                                        
Schedule                                                                        
(Part F)                                                                        
(ii) Exercising                                                                 
Product name, e.g.      Number of securities   Exercise price per unit          
call option                                    (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                    13 October 2008                           
Contact name                          Mimi Ajibade                              
Telephone number                      +44 20 7802 4000                          
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   
                  %        %        %       %        %        %        %        

Glenn   6,832                                                  6,832            
Waller  Ordinary                                               Ordinar          
       shares in                                              y                 
BHP                                                    shares            
       Billiton                                               in BHP            
       Limited                                                Billito           
                                                              n                 
(0.0003%)                                              Limited           
                                                                                
                                                              (0.0003           
                                                              %)                

Glenn   27,492                                                 27,492           
Kellow  Ordinary                                               Ordinar          
       shares in                                              y                 
BHP                                                    shares            
       Billiton                                               in BHP            
       Limited                                                Billito           
                                                              n                 
(0.0012%)                                              Limited           
                                                                                
                                                              (0.0012           
                                                              %)                

Murray  12,781                                                 12,781           
C.H.                                                                            
Worner  Ordinary                                               Ordinar          
shares in                                              y                 
       BHP                                                    shares            
       Billiton                                               in BHP            
       Limited                                                Billito           
n                 
       (0.0006%)                                              Limited           
                                                                                
                                                              (0.0006           
%)                
                                                                                
Alec    3,125                                                  3,125            
M.                                                                              
Patter  Ordinary                                               Ordinar          
son     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 other                     
      securities       securities under   than options                          
(excl. relevant  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                                                          

Glenn Waller   15,000 Performance Shares awarded under the Long Term            
              Incentive Plan 2005                                               
                                                                                
15,000 Performance Shares awarded under the Long Term             
              Incentive Plan 2006                                               
                                                                                
              1,724 Deferred Shares awarded under the Group Incentive Scheme    
2007                                                              
                                                                                
              6,221 Deferred Shares awarded under the Group Incentive Scheme    
              2007                                                              

              15,000 Performance Shares awarded under the Long Term             
              Incentive Plan 2007                                               
                                                                                
Glenn Kellow   1,000 shares under loan held under the Employee Share Plan       
              1992                                                              
                                                                                
              1,000  shares under loan held under the Employee Share Plan       
1993                                                              
                                                                                
              1,000  shares under loan held under the Employee Share Plan       
              1994                                                              

              1,000  shares under loan held under the Employee Share Plan       
              1995                                                              
                                                                                
6,391  shares awarded (plus 6,000 bonus) under the Employee       
              Share Plan 1999                                                   
                                                                                
              10,500 shares awarded (plus 12,745 bonus) under the PSP 2000      

              23,580 shares awarded (plus 1,698 bonus) under the PSP 2001       
                                                                                
              20,000 Performance Shares awarded under the Long Term             
Incentive Plan 2005                                               
                                                                                
              20,000 Performance Shares awarded under the Long Term             
              Incentive Plan 2006                                               

              40,000 Performance Shares awarded under the Long Term             
              Incentive Plan 2007                                               
                                                                                
6,373 shares awarded under the Group Incentive Scheme 2007        
                                                                                
                                                                                
                                                                                
Murray C.H.    1,000 shares under loan held under the Employee Share Plan       
Worner         1991                                                             
                                                                                
              1,000 shares under loan held under the Employee Share Plan        
1992                                                              
                                                                                
              1,000 shares under loan held under the Employee Share Plan        
              1993                                                              

              1,000 shares under loan held under the Employee Share Plan        
              1994                                                              
                                                                                
1,000 shares under loan held under the Employee Share Plan        
              1995                                                              
                                                                                
              500 shares under loan held under the Employee Share Plan 1997     

                                                                                
                                                                                
Alec M.        1,000 shares under loan held under the Employee Share Plan       
Patterson      1992                                                             
                                                                                
              1,000  shares under loan held under the Employee Share Plan       
              1993                                                              

              21,150 shares awarded under the Employee Share Plan 2001          
                                                                                
Part D - Purchases and Sales                                                    
Name        Date of dealing   Purchase/   Number of    Price per                
                             Sale        relevant     unit                      
                                         securities                             
                                                                                
Glenn       30.09.08          Sale        600          AUD31.80                 
Waller                                                                          
Glenn       22.08.08          Sale        3,444        AUD40.17                 
Kellow                                                                          
Murray C.H. 29.09.08          Purchase    1,000        AUD35.29                 
Worner                                                                          
           12.06.08          Purchase    1,000        AUD41.88                  
                                                                                
19.04.08          Sale        1,000        AUD44.53                  
                                                                                
Alec M.     08.09.08          Sale        374          AUD36.91                 
Patterson                                                                       
Part E - Derivative Transactions                                                
Name     Date of      Product name     long/short  Number of  Price per         
        dealing      (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, e.g.   Expiry   Option     
            selling,     securities           American,             money       
            purchasing,  to which   price     European     date                 
            varying      the option           etc.                  paid/       
etc.         relates                                    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 to    transaction              unit (if         
                     which the                                 applicable)      
                     dealing relates                                            
                                                                                
Glenn     26.08.08    6,312            Exercise       Deferred                  
Waller                                                Shares                    
                                                     awarded                    
                                                     under                      
the                        
                                                     Group                      
                                                     Incentiv                   
                                                     e Scheme                   
2006                       
                                                                                
Glenn     22.08.08    10,668           Exercise       Deferred                  
Kellow                                                Shares                    
awarded                    
                                                     under                      
                                                     the                        
                                                     Group                      
Incentiv                   
                                                     e Scheme                   
                                                     2006                       
                                                                                
Alec M.   08.09.08    827               Exercise      Deferred                  
Patterson                                             Shares                    
                                                     awarded                    
                                                     under                      
the                        
                                                     Group                      
                                                     Incentiv                   
                                                     e Scheme                   
2006                       
                                                                                
                                                                FORM 8.1        
DEALINGS BY OFFERORS, OFFEREE COMPANIES OR THEIR ASSOCIATES FOR THEMSELVES OR   
FOR DISCRETIONARY CLIENTS (Rules 8.1(a) and (b)(i) of the City Code on Takeovers
and Mergers)                                                                    
1.   KEY INFORMATION                                                            
Name of person dealing (Note  See attached Schedule                             
1)                                                                              
Company dealt in              BHP Billiton Plc                                  
Class of relevant security    Ordinary shares                                   
to which the dealings being                                                     
disclosed relate (Note 2)                                                       
Date of dealing               See attached Schedule                             
2.   INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE                         
(a)  Interests and short positions (following dealing) in the class of relevant 
security dealt in  (Note 3)                                                     
                   Long                Short                                    
                                                                                
                   Number              Number                                   
(%)                 (%)                                      
                                                                                
(1) Relevant        See attached        N/A                                     
securities          Schedule (Part A)                                           

(2) Derivatives     N/A                 N/A                                     
(other than                                                                     
options)                                                                        
(3) Options and     N/A                 N/A                                     
agreements to                                                                   
purchase/sell                                                                   
Total               See attached        N/A                                     
Schedule (Part A)                                            
                                                                                
(b)  Interests and short positions in relevant securities of the company, other 
than the class dealt in (Note 3)                                                
Class of relevant   Long                Short                                   
security:                                                                       
                   Number              Number                                   
                   (%)                 (%)                                      

(1) Relevant        See attached        N/A                                     
securities          Schedule (Part B)                                           
                                                                                
(2) Derivatives     N/A                 N/A                                     
(other than                                                                     
options)                                                                        
(3) Options and     N/A                 N/A                                     
agreements to                                                                   
purchase/sell                                                                   
Total               See attached        N/A                                     
                   Schedule (Part B)                                            

(c)  Rights to subscribe (Note 3)                                               
Class of relevant security:   Details                                           
See attached Schedule (Part                                                     
C)                                                                              
3.   DEALINGS (Note 4)                                                          
(a)  Purchases and sales                                                        
Purchase/sale       Number of           Price per unit                          
securities          (Note 5)                                 
                                                                                
See attached                                                                    
Schedule (Part D)                                                               
(b)  Derivatives transactions (other than options)                              
Product name,  Long/short     Number of      Price per                          
e.g. CFD       (Note 6)       securities     unit (Note 5)                      
                             (Note 7)                                           
See attached                                                                    
Schedule                                                                        
(Part E)                                                                        
(c)  Options transactions in respect of existing securities                     
(i)  Writing, selling, purchasing or varying                                    
Product      Writing,    Number of   Exercise   Type,      Expiry  Option       
name, e.g.   selling,    securitie   price      e.g.       date    money        
call option  purchasing, s to                   American,          paid/        
varying     which the              European           received      
            etc.        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                      
call option         securities          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                   13 October 2008                            
Contact name                         Mimi Ajibade                               
Telephone number                     +44 20 7802 4000                           
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      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      
      %         %        %       %       %        %        %        %           
                                                                                
S.     Nil                                                  Nil                 
Carl                                                                            
Louw                                                                            
Alex   45,089                                               45,089              
Van    Ordinar                                              Ordinar             
Wyk    y                                                    y                   
      shares                                               shares               
      in BHP                                               in BHP               
      Billito                                              Billito              
n Plc                                                n Plc                
                                                                                
      (0.0020                                              (0.0020              
      %)                                                   %)                   

                                                                                
                                                                                
      3,185                                                3,185                

      Ordinar                                              Ordinar              
      y                                                    y                    
      shares                                               shares               
in BHP                                               in BHP               
      Billito                                              Billito              
      n                                                    n                    
      Limited                                              Limited              

      (0.0001                                              (0.0001              
      %)                                                   %)                   
                                                                                

                                                                                
      1,207                                                1,207                
      Ordinar                                              Ordinar              
y                                                    y                    
      shares                                               shares               
      in Rio                                               in Rio               
      Tinto                                                Tinto                
Plc                                                  Plc                  
                                                                                
      (0.0001                                              (0.0001              
      %)                                                   %)                   

                                                                                
                                                                                
Paul   25,337                                               25,337              
Potter Ordinar                                              Ordinar             
      y                                                    y                    
      shares                                               shares               
      in BHP                                               in BHP               
Billito                                              Billito              
      n Plc                                                n Plc                
                                                                                
      (0.0011                                              (0.0011              
%)                                                   %)                   
                                                                                
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                           

      Long       Short    Long        Short   Long   Short    Long    Short     
      Number %   Number % Number %    Number  Number Number   Number  Numbe     
                                      %       %      %        %       %         

N/A                                                                             
                                                                                
Part C - Rights to subscribe                                                    
Name           Details                                                          
                                                                                
S. Carl Louw   5,000 Performance Shares awarded under the Long Term Incentive   
              Plan 2004                                                         

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

                                                                                
Alex Van Wyk   7,500 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                                                         
                                                                                
              2,932 shares awarded under the Group Incentive Scheme 2007        
                                                                                

                                                                                
Paul Potter    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                                                         
                                                                                
              2,785 shares awarded under the Group Incentive Scheme 2005        
                                                                                
2,105 shares awarded under the Group Incentive Scheme 2006        
                                                                                
              3,062 shares awarded under the Group Incentive Scheme 2007        
                                                                                

                                                                                
Part D - Purchases and Sales                                                    
Name           Date of          Purchase/Sale   Number of       Price per       
dealing                          relevant        unit             
                                               securities                       
                                                                                
S. Carl Louw   27.08.08         Sale            1,078           ZAR227.80       

Paul Potter    30.09.08         Purchase        930             ZAR301.98       
                                                                                
Part E - Derivative Transactions                                                
Name           Date of          Product name   long/s Number of  Price per      
              dealing          (e.g.          hort   relevant   relevant        
                               contract for          securitie  security        
                               difference)           s                          

N/A                                                                             
                                                                                
Part F - Writing, selling, purchasing or varying options                        
Name    Writing,      Number of   Exercise   Type, e.g.   Expiry  Option money  
       selling,      securities             American,                           
       purchasing,   to which    price      European     date    paid/          
       varying etc.  the option             etc.                 received per   
relates                                     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 unit      
         exercis  securities to     transaction            (if applicable)      
e        which the                                                     
                  dealing relates                                               
                                                                                
S. Carl   27.08.0  1,078             Exercise     Deferred                      
Louw      8                                       Shares                        
                                                 awarded                        
                                                 under                          
                                                 the                            
Group                          
                                                 Incentiv                       
                                                 e Scheme                       
                                                 2006                           

Alex Van  02.09.0  3,256             Exercise     Deferred                      
Wyk       8                                       Shares                        
                                                 awarded                        
under                          
                                                 the                            
                                                 Group                          
                                                 Incentiv                       
e Scheme                       
                                                 2006                           
                                                                                
Date: 14/10/2008 07:36:01 Produced by the JSE SENS Department.                  
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