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Tue 28 Oct 2008, 7:23 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 dealings  Ordinary shares               
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 (Part   N/A                 
                             A)                                                 
                                                                                
(2) Derivatives (other than   N/A                           N/A                 
options)                                                                        
(3) Options and agreements    N/A                           N/A                 
to purchase/sell                                                                
Total                         See attached Schedule (Part   N/A                 
                             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 (Part    N/A                 
                            B)                                                  

(2) Derivatives (other than  N/A                            N/A                 
options)                                                                        
(3) Options and agreements   N/A                            N/A                 
to purchase/sell                                                                
Total                        See attached Schedule (Part    N/A                 
                            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. CFD     Long/short     Number of            Price per        
                          (Note 6)       securities (Note 7)  unit (Note 5)     
See attached Schedule                                                           
(Part E)                                                                        
(c)  Options transactions in respect of existing securities                     
(i)  Writing, selling, purchasing or varying                                    
Product      Writing,      Number    Exercise  Type, e.g.  Expiry    Option     
name, e.g.   selling,      of        price     American,   date      money      
call option  purchasing,   securiti            European              paid/      
            varying etc.  es to               etc.                  received    
which                                     per unit    
                          the                                       (Note 5)    
                          option                                                
                          relates                                               
(Note 7)                                              
See                                                                             
attached                                                                        
Schedule                                                                        
(Part F)                                                                        
(ii) Exercising                                                                 
Product name, e.g. call    Number of           Exercise price per               
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                        27 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              
Associate status (Note 10)                (together 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       securities       other than                         
(excl. relevant  under option     options                            
           securities                                                           
           under option)                                                        
                                                                                
Long    Short    Long    Short    Long     Short   Long     Short    
                   Number   Number  Number   Number   Number  Number   Number   
           Number  %        %       %        %        %       %        %        
           %                                                                    

Jayanthilal 8,217                                              8,217            
V. Tank     Ordina                                             Ordina           
           ry                                                 ry                
shares                                             shares            
           in BHP                                             in BHP            
           Billit                                             Billit            
           on                                                 on                
Limite                                             Limite            
           d                                                  d                 
                                                                                
           (0.000                                             (0.000            
4%)                                                4%)               
                                                                                
Aditya      2,397                                              2,397            
Narayan     Ordina                                             Ordina           
ry                                                 ry                
           shares                                             shares            
           in BHP                                             in BHP            
           Billit                                             Billit            
on                                                 on                
           Limite                                             Limite            
           d                                                  d                 
                                                                                
(0.000                                             (0.000            
           1%)                                                1%)               
                                                                                
Francis     164,00                                             164,00           
Egan        2                                                  2                
           Ordina                                             Ordina            
           ry                                                 ry                
           shares                                             shares            
in BHP                                             in BHP            
           Billit                                             Billit            
           on                                                 on                
           Limite                                             Limite            
d                                                  d                 
                                                                                
           (0.007                                             (0.007            
           4%)                                                4%)               

Mark Cotter 4,577                                              4,577            
           Ordina                                             Ordina            
           ry                                                 ry                
shares                                             shares            
           in BHP                                             in BHP            
           Billit                                             Billit            
           on                                                 on                
Limite                                             Limite            
           d                                                  d                 
                                                                                
           (0.000                                             (0.000            
2%)                                                2%)               
                                                                                
Matthew V.  10,209                                             10,209           
Ridolfi                                                                         
Ordina                                             Ordina            
           ry                                                 ry                
           shares                                             shares            
           in BHP                                             in BHP            
Billit                                             Billit            
           on                                                 on                
           Limite                                             Limite            
           d                                                  d                 

           (0.000                                             (0.000            
           5%)                                                5%)               
                                                                                
Thomas J.M. 3,224                                              3,224            
Kilroe                                                                          
           Ordina                                             Ordina            
           ry                                                 ry                
shares                                             shares            
           in BHP                                             in BHP            
           Billit                                             Billit            
           on                                                 on                
Limite                                             Limite            
           d                                                  d                 
                                                                                
           (0.000                                             (0.000            
1%)                                                1%)               
                                                                                
Part B - Interests and short positions in relevant securities of the company,   
other than the class dealt in                                                   
Name   Holding of      Holding of       Holding of       Total                  
      relevant        relevant         derivatives                              
      securities      securities under other than                               
      (excl.          option           options                                  
relevant                                                                  
      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                                                          

Aditya Narayan 20,000 Performance Shares awarded under the Long Term            
              Incentive Plan 2006                                               
                                                                                
20,000 Performance Shares awarded under the Long Term             
              Incentive Plan 2007                                               
                                                                                
              3,437 shares awarded under the Group Incentive Scheme 2007        

                                                                                
                                                                                
Francis Egan   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                                               
                                                                                
3818 shares awarded under the Group Incentive Scheme 2007         
                                                                                
                                                                                
                                                                                
Mark Cotter    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                                                         

              2,014 shares awarded under the Group Incentive Scheme 2007        
                                                                                
                                                                                

Matthew V.     400 shares awarded under the Employee Share Plan 1999            
Ridolfi                                                                         
              500 shares under loan held under the Employee Share Plan 1991     

              1,000 shares under loan held under the Employee Share Plan        
              1992                                                              
                                                                                
500  shares under loan held under the Employee Share Plan 1997    
                                                                                
              1,826 shares awarded under the Group Incentive Scheme 2005        
                                                                                
1,395 shares awarded under the Group Incentive Scheme 2006        
                                                                                
              1,256 shares awarded under the Group Incentive Scheme 2007        
                                                                                
5,000 Performance Shares awarded under the Long Term Incentive    
              Plan 2004                                                         
                                                                                
              5,000 Performance Shares awarded under the Long Term Incentive    
Plan 2005                                                         
                                                                                
              5,000 Performance Shares awarded under the Long Term Incentive    
              Plan 2006                                                         

              7,500 Performance Shares awarded under the Long Term Incentive    
              Plan 2007                                                         
                                                                                

                                                                                
Thomas J.M.    1,662 shares awarded under the Group Incentive Scheme 2007       
Kilroe                                                                          
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                                                         

                                                                                
                                                                                
Part D - Purchases and Sales                                                    
Name           Date of   Purchase/Sale Number of       Price per               
                dealing                 relevant        unit                    
                                        securities                              
                                                                                
Jayanthilal V. 08.10.08  Purchase      127             AUD30.80                
 Tank                                                                           
 Matthew V.     11.09.08  Sale          1,174           AUD34.88                
 Ridolfi                                                                        
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,     Expiry   Option   
       selling,        securities to               e.g.               money     
       purchasing,     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      
exercise    securities to     transaction                  per unit    
                     which the dealing                              (if         
                     relates                                        applicab    
                                                                    le)         

Aditya    03.09.08    2,359             Exercise      Deferred                  
Narayan                                               Shares                    
                                                     awarded under              
the Group                  
                                                     Incentive                  
                                                     Scheme 2006                
                                                                                

                                                                                
Francis   15.10.08    5,245             Exercise      Deferred                  
Egan                                                  Shares                    
awarded under              
                                                     the Group                  
         15.10.08    4,303             Exercise      Incentive                  
                                                     Scheme 2005                

                                                     Deferred                   
                                                     Shares                     
                                                     awarded under              
the Group                  
                                                     Incentive                  
                                                     Scheme 2006                
                                                                                
Mark      19.08.08    2,340             Exercise      Deferred                  
Cotter                                                Shares                    
                                                     awarded under              
                                                     the Group                  
2,237             Exercise      Incentive                  
                                                     Scheme 2005                
                                                                                
                                                     Deferred                   
Shares                     
                                                     awarded under              
                                                     the Group                  
                                                     Incentive                  
Scheme 2006                
                                                                                
Matthew   11.09.08    2,134             Exercise      Deferred                  
V.                                                    Shares                    
Ridolfi                                               awarded under             
                                                     the Group                  
         11.09.08    2,398             Exercise      Incentive                  
                                                     Scheme 2003                

                                                     Deferred                   
                                                     Shares                     
                                                     awarded under              
the Group                  
                                                     Incentive                  
                                                     Scheme 2004                
                                                                                
Thomas    06.10.08    3,040             Exercise      Deferred                  
J.M.                                                  Shares                    
Kilroe                                                awarded under             
                                                     the Group                  
Incentive                  
                                                     Scheme 2006                
                                                                                
Date: 28/10/2008 07:23:01 Produced by the JSE SENS Department.                  
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