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Tue 4 Nov 2008, 11:58 BIL - BHP Billiton Plc - Dealings By Offerors Offeree Companies Or Their
BIL
BIBLT                                                                           
BIL - BHP Billiton Plc - Dealings By Offerors, Offeree Companies Or Their       
                   Associates For Themselves Or For Discretionary Clients       
BHP Billiton Plc                                                                
JSE 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  See attached Schedule                             
1)                                                                              
Company dealt in              BHP Billiton Limited                              
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)                                    
(c)                                                                             
(d)                                                                             
(e)                                                                             
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   Exerci  Type,     Expi   Option                      
name,    ,        of       se      e.g.      ry     money                       
e.g.     selling  securi   price   American, date   paid/                       
call     ,        ties             European         receive                     
option   purchas  to               etc.             d per                       
        ing,     which                             unit                         
        varying  the                               (Note                        
        etc.     option                            5)                           
relate                                                         
                 s                                                              
                 (Note                                                          
                 7)                                                             
See                                                                             
attache                                                                         
d                                                                               
Schedul                                                                         
e (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           Details             Price per unit (if                      
transaction                             applicable)                             
(Note 8)                                (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            3 November 2008                                   
Contact name                  Mimi Ajibad?                                      
Telephone number              +44 20 7802 4000                                  
Name of offeree/offeror with  BHP Billiton Limited                              
which Associated                                                                
Specify category and nature   Category (3) - directors                          
of Associate status           (together with their close                        
(Note 10)                     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   
                                                                                
      %          %        %       %        %        %       %          %        
                                                                                
Ian    15,387                                                15,387             
Wood   Ordinary                                              Ordinary           
      shares in                                             shares in           
      BHP                                                   BHP                 
Billiton                                              Billiton            
      Limited                                               Limited             
                                                                                
      (0.0007%)                                             (0.0007%)           

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       than options                           
     (excl. 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                                                       

Ian Wood          45,720 shares awarded under the Employee Share Plan 2001      
                                                                                
                 11,250 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                                            
                                                                                
                 10,715 shares awarded under the Group Incentive Scheme         
2007                                                           
                                                                                
                 990 deferred shares under the Group Incentive Scheme 2007      
                                                                                
Part D - Purchases and Sales                                                    
Name        Date of   Purchase/Sale Number of   Price                           
           dealing                 relevant    per unit                         
                                   securities                                   

Ian Wood    08.04.08  Sale          4,975       AUD40.30                        
                                                                                
           14.05.08  Sale          5,000       AUD48.06                         

           22.05.08  Sale          5,000       AUD49.58                         
                                                                                
           14.10.08  Sale          5,000       AUD31.00                         

           14.10.08  Sale          5,000       AUD31.00                         
                                                                                
Part E - Derivative Transactions                                                
Name           Date of      Product     long/short  Number of   Price per       
              dealing      name (e.g.              relevant    relevant         
                           contract                securities  security         
                           for                                                  
difference)                                          
                                                                                
N/A                                                                             
                                                                                
Part F - Writing, selling, purchasing or varying options                        
Name         Writing,     Number of  Exercise  Type,      Expiry   Option       
            selling,     securities           e.g.                money         
            purchasing,  to which   price     American,  date                   
varying      the option           European            paid/         
            etc.         relates              etc.                received      
                                                                  per unit      
                                                                                
N/A                                                                             
                                                                                
Part G - Exercising Options                                                     
Name           Date of   Product name (e.g.         Number of  Exercise         
exercise  option/award)              relevant   price             
                                                   securities per               
                                                   acquired   relevant          
                                                              security          

                                                                                
                                                                                
Part H - Other dealings                                                         
Name             Date of  Number of        Nature   Details          Price      
                exercis  securities to    of                        per unit    
                e        which the        transac                   (if         
                         dealing relates  tion                      applicab    
le)         
                                                                                
Ian Wood         13.10.0  4,191            Exercis  Deferred Shares             
                8                         e        awarded under                
6,176                     the Group                    
                13.10.0                   Exercis  Incentive                    
                8                         e        Scheme 2006                  
                                                                                
Deferred Shares              
                                                   awarded under                
                                                   the Group                    
                                                   Incentive                    
Scheme 2005                  
                                                                                
                                                                                
                                                                                
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              Rio Tinto 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,    selling,     securitie  price     e.g.       date     money            
e.g.     purchasing,  s to                 American,           paid/            
call     varying      which the            European            received         
option   etc.         option               etc.                per unit         
                     relates                                  (Note 5)          
                     (Note 7)                                                   
See                                                                             
attache                                                                         
d                                                                               
Schedul                                                                         
e (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           Details             Price per unit (if                      
transaction                             applicable)                             
(Note 8)                                (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            3 November 2008                                   
Contact name                  Mimi Ajibad?                                      
Telephone number              +44 20 7802 4000                                  
Name of offeree/offeror with  BHP Billiton Limited                              
which Associated                                                                
Specify category and nature   Category (3) - directors                          
of Associate status           (together with their close                        
(Note 10)                     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   

       %         %        %       %        %        %       %          %        
                                                                                
Lewis   2,000                                                2,000              
W.      Ordinary                                             Ordinary           
Isaacs  shares in                                            shares in          
       Rio Tinto                                            Rio Tinto           
       plc                                                  plc                 

       (0.0002%)                                            (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       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                                               
                                                                                
Part D - Purchases and Sales                                                    
Name        Date of   Purchase/Sale Number of   Price                           
           dealing                 relevant    per unit                         
                                   securities                                   
                                                                                
Lewis W.    21.10.08  Purchase      2,000       AUD70.20                        
Isaacs                                                                          
Part E - Derivative Transactions                                                
Name           Date of      Product     long/short  Number of   Price per       
dealing      name (e.g.              relevant    relevant         
                           contract                securities  security         
                           for                                                  
                           difference)                                          

N/A                                                                             
                                                                                
Part F - Writing, selling, purchasing or varying options                        
Name         Writing,     Number of  Exercise  Type,      Expiry   Option       
            selling,     securities           e.g.                money         
            purchasing,  to which   price     American,  date                   
            varying      the option           European            paid/         
etc.         relates              etc.                received      
                                                                  per unit      
                                                                                
N/A                                                                             

Part G - Exercising Options                                                     
Name           Date of   Product name (e.g.          Number of  Exercise        
              exercise  option/award)               relevant   price            
securities per              
                                                    acquired   relevant         
                                                               security         
                                                                                
N/A                                                                             
                                                                                
Part H - Other dealings                                                         
Name             Date of  Number of        Nature   Details      Price          
exercis  securities to    of                    per unit        
                e        which the        transac               (if             
                         dealing relates  tion                  applicab        
                                                                le)             

N/A                                                                             
                                                                                
Date: 04/11/2008 11:58:20 Produced by the JSE SENS Department.                  
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