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Tue 11 Nov 2008, 7:05 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                                                                
Share code:    BIL                                                              
ISIN:          GB0000566504                                                     
FORM 8.1                                                                        
DEALINGS BY OFFERORS, OFFEREE COMPANIES OR THEIR ASSOCIATESFOR 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        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        N/A                 N/A                                     
securities                                                                      
(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 securities    Price per unit (Note 5)             
                                                                                
See attached                                                                    
Schedule (Part D)                                                               
(b)  Derivatives transactions (other than options)                              
Product name,  Long/short     Number of           Price per unit                
e.g. CFD       (Note 6)       securities (Note 7) (Note 5)                      
                                                                                
See attached                                                                    
Schedule                                                                        
(Part E)                                                                        
(c)  Options transactions in respect of existing securities                     
(i)  Writing, selling, purchasing or varying                                    
Product   Writing,    Number of  Exercise  Type,      Expiryd  Option money     
name,     selling,    securitie  price     e.g.       ate      paid/            
e.g. call purchasin   s to                 American,           received per     
option    g,          which the            European            unit (Note       
         varying     option               etc.                5)                
         etc.        relates                                                    
                     (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           Details             Price per unit (if                      
transaction (Note                       applicable) (Note                       
8)                                      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            10 November 2008                                  
                                                                                
Contact name                  Elizabeth Hobley                                  

Telephone number              +44 20 7802 4054                                  
                                                                                
Name of offeree/offeror with  BHP Billiton Limited                              
which Associated                                                                
Specify category and nature   Category (3) - directors (together with           
of Associate status (Note 10) 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                                                     
SCHEDULEForm 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)                                                                   
                                                                                
LongNumbe  ShortNu  LongNum ShortNu  LongNum  ShortNu  LongNumb  ShortNu  
      r   %      mber     ber   % mber     ber   %  mber  %  er   %    mber     
                 %                %                                    %        
                                                                                
Stuar  8,767                                                  8,767             
t      Ordinary                                               Ordinary          
Nicho  shares in                                              shares            
l      BHP                                                    in BHP            
Billiton                                               Billiton           
      Limited(0                                              Limited(           
      .00026%)                                               0.0007%)           
                                                                                
Tareq  2,194                                                  2,194             
Khan   Ordinary                                               Ordinary          
      shares in                                              shares             
      BHP                                                    in BHP             
Billiton                                               Billiton           
      Limited                                                Limited            
                                                                                
      (0.000065                                              (0.00006           
%)                                                     5%)                
                                                                                
Brett  39,918                                                 39,918            
Dunca                                                                           
n      Ordinary                                               Ordinary          
Suan   shares in                                              shares            
      BHP                                                    in BHP             
      Billiton                                               Billiton           
Limited                                                Limited            
                                                                                
      (0.00118%                                              (0.00118           
      )                                                      %)                 

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. relevant  option             options                                
     securities                                                                 
under option)                                                              
                                                                                
     LongNu ShortNum  LongNumb  ShortNu  LongNu ShortNum  LongNum  ShortNumb    
     mber   ber   %   er   %    mber     mber % ber   %   ber %    er     %     
%                          %                                               
                                                                                
N/A                                                                             
                                                                                
Part C - Rights to subscribe                                                    
Name                Details                                                     
                                                                                
Stuart Nichol       2,500 shares under loan held under the Employee Share Plan  
1994, 1995 and 1997                                          
                                                                                
                   827 shares under loan held under the Employee Share Plan     
                   1999                                                         

                   27,500 Performance Shares awarded under the Group            
                   Incentive Scheme and Long Term Incentive Plan 2004, 2005,    
                   2006 and 2007                                                

                   1,605 Deferred shares awarded under the Group Incentive      
                   Scheme 2007                                                  
                                                                                

                                                                                
Brett Duncan Suan   4,944 Deferred Shares awarded under Group Incentive Scheme  
                   2006                                                         

                   15,000 Performance Shares awarded under the Long Term        
                   Incentive Plan 2006                                          
                                                                                

                                                                                
Part D - Purchases and Sales                                                    
Name        Date of   Purchase/Sale Number of   Price                           
dealing                 relevant    per unit                         
                                   securities                                   
                                                                                
Stuart      15.10.08  Sale          1,698       AUD26.00                        
Nichol                                                                          
           17.10.08  Purchase      200         AUD26.26                         
                                                                                
           17.10.08  Purchase      200         AUD26.29                         

           22.10.08  Purchase      5,300       AUD27.84                         
                                                                                
Tareq Khan  23.10.08  Purchase      1,000       AUD24.98                        

Brett       30.09.08  Purchase      2,000       AUD31.97                        
Duncan Suan                                                                     
Part E - Derivative Transactions                                                
Name           Date of      Product     long/short  Number of   Price per       
              dealing      name (e.g.              relevant    relevant         
                           contract                securities  security         
                           for                                                  
difference)                                          
                                                                                
N/A                                                                             
                                                                                
Part F - Writing, selling, purchasing or varying options                        
Name         Writing,     Number of  Exercise  Type,      Expiry   Option       
            selling,     securities           e.g.                money         
            purchasing,  to which   price     American,  date                   
varying      the option           European            paid/         
            etc.         relates              etc.                received      
                                                                  per unit      
                                                                                
N/A                                                                             
                                                                                
Part G - Exercising Options                                                     
Name           Date of   Product name (e.g.     Number of relevant   Exercise   
exercise  option/award)          securities acquired  price per   
                                                                    relevant    
                                                                    security    
                                                                                
N/A                                                                             
                                                                                
Part H - Other dealings                                                         
Name             Date of  Number of        Nature   Details      Price per      
exercis  securities to    of                    unit (if        
                e        which the        transac               applicable)     
                         dealing relates  tion                                  
                                                                                
N/A                                                                             
                                                                                
Date: 11/11/2008 07:05:18 Produced by the JSE SENS Department.                  
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