Rule 8.3- (BHP Billiton Plc)

Royal Bank of Scotland Group PLC
03 December 2007


                                                                        FORM 8.3

    DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE
              (Rule 8.3 of the City Code on Takeovers and Mergers)

1. KEY INFORMATION

Name of person dealing (Note 1)                        The Royal Bank of
                                                       Scotland Group Plc

Company dealt in                                       BHP Billiton Plc

Class of relevant security to which the dealings being ORD USD 0.50
disclosed relate (Note 2)

Date of dealing                                        30 November 2007


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          22,872,429    (1.0134%)    955,540    (0.0423%)
(2) Derivatives (other than
options)                                  0       (0.0%)          0       (0.0%)
(3) Options and agreements to
purchase/sell                     2,853,100    (0.1264%)  4,797,149    (0.2125%)
                       Total     25,725,529    (1.1398%)  5,752,689    (0.2548%)



(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
(2) Derivatives (other than options)
(3) Options and agreements to purchase/sell
                                        Total



(c) Rights to subscribe (Note 3)

Class of relevant security:                                   Details





3. DEALINGS (Note 4)


(a) Purchases and sales

Purchase/sale    Number of securities          Price per unit (Note 5)
Purchase                                 137   16.0200 GBP
Purchase                             298,307   16.0700 GBP
Purchase                                 629   16.1500 GBP
Purchase                                 655   16.1600 GBP
Purchase                                 619   16.1800 GBP
Purchase                               1,607   16.2000 GBP
Purchase                                  60   16.2100 GBP
Purchase                                 681   16.2400 GBP
Purchase                                  37   16.2600 GBP
Purchase                               1,135   16.2700 GBP
Purchase                                  97   16.2800 GBP
Purchase                                 849   16.2900 GBP
Purchase                                 159   16.3000 GBP
Purchase                                 543   16.3100 GBP
Purchase                                 289   16.3200 GBP
Purchase                                 104   16.3300 GBP
Purchase                               2,241   16.3400 GBP
Purchase                                 266   16.3500 GBP
Purchase                             368,554   16.3800 GBP
Purchase                                 133   16.3900 GBP
Purchase                                  56   16.4000 GBP
Purchase                              51,189   16.0140 GBP
Purchase                              50,000   16.0580 GBP
Purchase                               3,000   16.1800 GBP
TOTAL:                               781,347   16.0700 GBP
Sale                                 249,336   16.1910 GBP
Sale                                   3,975   16.2000 GBP
Sale                                    1600   16.2100 GBP
Sale                                     479   16.2200 GBP
Sale                                      78   16.2400 GBP
Sale                                     329   16.3900 GBP
Sale                                     289   16.1800 GBP
Sale                                      75
TOTAL:                               256,161

(b) Derivatives transactions (other than options)

Product      Long/short (Note   Number of securities (Note Price per unit (Note
name,        6)                 7)                         5)
e.g. CFD




(c) Options transactions in respect of existing securities



(i) Writing, selling, purchasing or varying
Product Writing,       Number of          Exercise Type, e.g.  Expiry Option
name,   selling,       securities to               American,          money
        purchasing,    which the option            European
        varying etc.   relates (Note 7)            etc.
e.g.                                      price                date   paid/
call                                                                  received
option                                                                per unit
                                                                      (Note 5)
Mar
2008    Written                  27,272   21.0000  American    13     0.0550 EUR
Call                                      GBP                  March
Warrant                                                        2008

Jun
2008    Purchase                  3,000   18.0000  American    12     0.2200 EUR
Call                                      GBP                  June
Warrant                                                        2008

Jun
2009    Written                   9,000   16.0000  American    18     0.5500 EUR
Call                                      GBP                  June
Warrant                                                        2009

Jun
2009    Written                   2,000   20.0000  American    18     0.3500 EUR
Call                                      GBP                  June
Warrant                                                        2009

Jun
2009    Written                  10,000   24.0000  American    18     0.2200 EUR
Call                                      GBP                  June
Warrant                                                        2009


(ii) Exercising

Product name, e.g. call       Number of           Exercise price per unit (Note
option                        securities          5)

(d) Other dealings (including new securities) (Note 4)

Nature of transaction (Note 8)  Details  Price per unit (if applicable) (Note 5)



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.




Is a Supplemental Form 8 attached? (Note 9) YES/NO



Date of disclosure                                             3 December 2007

Contact name                                                   Richard Hopkins

Telephone number                                               [phone]

If a connected EFM, name of offeree/with which connected
If a connected EFM, state nature of connection (Note 10)



Notes

The Notes on Form 8.3 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk










                                                             SUPPLEMENTAL FORM 8



                           DETAILS OF OPEN POSITIONS

   (This form should be attached to Form 8.1, Form 8.1(b)(ii) or Form 8.3, as
                                  appropriate)






OPEN POSITIONS (Note 1)

Product Written   Number of securities to     Exercise    Type, e.g.      Expiry
name,   or        which the option or         price (Note American,       date
        purchased derivative relates          2)          European etc.
e.g.
call
option

Dec
2007    Written                      70,000   10.0000 GBP American        20 Dec
Call                                                                      2007
Warrant

Dec
2007    Written                      50,150   11.0000 GBP American        20 Dec
Put                                                                       2007
Warrant

Dec
2007    Written                      13,245   14.0000 GBP American        20 Dec
Call                                                                      2007
Warrant

Dec
2007    Written                      80,000   14.0000 GBP American        20 Dec
Put                                                                       2007
Warrant

Dec
2007    Written                      42,500   16.0000 GBP American        20 Dec
Call                                                                      2007
Warrant

Dec
2007    Written                      32,500   17.0000 GBP American        20 Dec
Call                                                                      2007
Warrant

Dec
2007    Written                         330   18.0000 GBP American        20 Dec
Call                                                                      2007
Warrant

Mar
2008    Written                       7,400   17.0000 GBP American        13
Call                                                                      March
Warrant                                                                   2008

Mar
2008    Written                      26,000   19.0000 GBP American        13
Call                                                                      March
Warrant                                                                   2008

Mar
2008    Written                      32,727   21.0000 GBP American        13
Call                                                                      March
Warrant                                                                   2008

Jun
2008    Written                      22,000   10.0000 GBP American        12
Call                                                                      June
Warrant                                                                   2008

Jun
2008    Written                      10,000   12.0000 GBP American        12
Call                                                                      June
Warrant                                                                   2008

Jun
2008    Written                      68,473   14.0000 GBP American        12
Call                                                                      June
Warrant                                                                   2008

Jun
2008    Written                       3,000   15.0000 GBP American        12
Call                                                                      June
Warrant                                                                   2008

Jun
2008    Written                      20,300   16.0000 GBP American        12
Call                                                                      June
Warrant                                                                   2008

Jun
2008    Written                      30,000   18.0000 GBP American        12
Call                                                                      June
Warrant                                                                   2008

Jun
2008    Written                      32,500   20.0000 GBP American        12
Call                                                                      June
Warrant                                                                   2008

Jun
2008    Written                       5,400   22.0000 GBP American        12
Call                                                                      June
Warrant                                                                   2008

Jun
2008    Written                     115,000   24.0000 GBP American        12
Call                                                                      June
Warrant                                                                   2008

Dec
2008    Written                      18,900   11.0000 GBP American        11 Dec
Call                                                                      2008
Warrant

Dec
2008    Written                      23,000   13.0000 GBP American        11 Dec
Call                                                                      2008
Warrant

Dec
2008    Written                       3,450   14.0000 GBP American        11 Dec
Call                                                                      2008
Warrant

Dec
2008    Written                     229,500   15.0000 GBP American        11 Dec
Call                                                                      2008
Warrant

Dec
2008    Written                      55,225   16.0000 GBP American        11 Dec
Call                                                                      2008
Warrant

Dec
2008    Written                      23,800   17.0000 GBP American        11 Dec
Call                                                                      2008
Warrant

Dec
2008    Written                       9,950   17.0000 GBP American        11 Dec
Put                                                                       2008
Warrant

Dec
2008    Written                     277,300   19.0000 GBP American        11 Dec
Call                                                                      2008
Warrant

Dec
2008    Written                       8,975   21.0000 GBP American        11 Dec
Call                                                                      2008
Warrant

Dec
2008    Written                       6,700   23.0000 GBP American        11 Dec
Call                                                                      2008
Warrant

Dec
2008    Written                     453,579   25.0000 GBP American        11 Dec
Call                                                                      2008
Warrant

Jun
2009    Written                       9,000   16.0000 GBP American        18
Call                                                                      June
Warrant                                                                   2009

Jun
2009    Written                       2,000   18.0000 GBP American        18
Call                                                                      June
Warrant                                                                   2009

Jun
2009    Written                     118,800   20.0000 GBP American        18
Call                                                                      June
Warrant                                                                   2009

Jun
2009    Written                      23,000   24.0000 GBP American        18
Call                                                                      June
Warrant                                                                   2009

Dec
2007    Written                     500,000   10.0000 GBP American        21 Dec
Put                                                                       2007
Option

Mar
2008    Purchase                    250,000   18.0000 GBP American        20 Mar
Call                                                                      2008
Option

Mar
2008    Written                     250,000   19.0000 GBP American        20 Mar
Call                                                                      2008
Option

Dec
2007    Written                      70,000   10.0000 GBP American        21 Dec
Put                                                                       2007
Option

Dec
2007    Written                      30,000   10.5000 GBP American        21 Dec
Put                                                                       2007
Option

Jun
2008    Written                      25,000   12.0000 GBP American        20 Jun
Put                                                                       2008
Option

Jun
2008    Written                     160,000   13.0000 GBP American        20 Jun
Put                                                                       2008
Option

Mar
2008    Written                     178,000   13.0000 GBP American        20 Mar
Put                                                                       2008
Option

Dec
2007    Written                     500,000   13.00 GBP   American        21 Dec
Call                                                                      2007
Option

Dec
2007    Written                     250,000   15.00 GBP   American        21 Dec
Call                                                                      2007
Option

Dec
2007    Purchased                 1,000,000   16.00 GBP   American        21 Dec
Call                                                                      2007
Option

Mar
2008    Written                   1,000,000   25.00 GBP   American        20 Mar
Call                                                                      2008
Option

Mar
2008    Written                     500,000   10.00 GBP   American        20 Mar
Put                                                                       2008
Option

Dec
2007    Purchased                 1,000,000   15.00 GBP   American        20 Mar
Put                                                                       2008
Option



Notes


1. Where there are open option positions or open derivative positions (except
for CFDs), full details should be given. Full details of any existing agreements
to purchase or to sell should also be given on this form.


2. For all prices and other monetary amounts, the currency must be stated.


For details of the Code's dealing disclosure requirements, see Rule 8 and its
Notes which can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk




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