Rule 8.3- BHP Billiton PLC

Royal Bank of Scotland Group PLC
05 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)                          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                                          4 December 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          23,163,450    (1.0262%)    540,223    (0.0239%)
(2) Derivatives (other than               0       (0.0%)          0       (0.0%)
options)
(3) Options and agreements to     2,853,100    (0.1264%)  4,779,877    (0.2117%)
purchase/sell
                        Total    26,016,550    (1.1527%)  5,320,100    (0.2356%)



(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                               4,000   15.5200 GBP
Purchase                                 174   15.5500 GBP
Purchase                                 463   15.5600 GBP
Purchase                                 327   15.5700 GBP
Purchase                                 293   15.5800 GBP
Purchase                                 637   15.5900 GBP
Purchase                               2,295   15.6000 GBP
Purchase                                 162   15.6100 GBP
Purchase                                 968   15.6200 GBP
Purchase                               1,000   15.6400 GBP
Purchase                               2,415   15.6500 GBP
Purchase                               2,000   15.6600 GBP
Purchase                                 481   15.7000 GBP
Purchase                             211,818   15.7100 GBP
Purchase                                 607   15.7200 GBP
Purchase                                 289   15.7300 GBP
Purchase                               2,188   15.7700 GBP
Purchase                                 289   15.8700 GBP
Purchase                               1,203   15.8900 GBP
Purchase                              15,000   15.6900 GBP
Purchase                              15,000   15.7460 GBP
Purchase                             204,000   15.6780 GBP
Purchase                              35,321   15.6500 GBP
Purchase                              52,000   15.6120 GBP
Purchase                               1,800   15.6300 GBP
Purchase                              22,399   15.7550 GBP
TOTAL:                               577,129   15.6700 GBP
Sale                                      97   15.7200 GBP
Sale                                     385   15.7700 GBP
Sale                                   2,532   15.5650 GBP
Sale                                  85,000   15.5300 GBP
Sale                                     209   15.7550 GBP
Sale                                  22,399
TOTAL:                               110,442

(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,    Writing,     Number of        Exercise Type,     Expiry Option
selling,        selling,     securities to             e.g.             money
purchasing or   purchasing,  which the option          American,
varyingProduct  varying etc. relates (Note 7)          European
name,                                                  etc.
e.g. call                                     price              date   paid/
option                                                                  received
                                                                        per unit
                                                                        (Note 5)
Mar 2008 Call   Purchase             27,272   21.0000  American  13 Mar 0.0370
Warrant                                       GBP                2008   EUR

Mar 2008 Call   Purchase              5,000   21.0000  American  13 Mar 0.0320
Warrant                                       GBP                2008   EUR

Jun 2008 Call   Written               5,000   14.0000  American  12     0.4600
Warrant                                       GBP                June   EUR
                                                                 2008
Dec 2008 Call   Written              25,000   19.0000  American  11 Dec 0.2500
Warrant                                       GBP                2008   EUR

Dec 2008 Call   Written               5,000   19.0000  American  11 Dec 0.2600
Warrant                                       GBP                2008   EUR


(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                                             5 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      American,      date
            purchased derivative relates        (Note 2)   European etc.
e.g. call
option

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

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

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

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

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

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

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

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

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

Mar2008Call Written                         0   21.0000    American       13
Warrant                                         GBP                       March
                                                                          2008
Jun 2008    Written                    22,000   10.0000    American       12
Call                                            GBP                       June
Warrant                                                                   2008

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

Jun 2008    Written                    73,473   14.0000    American       12
Call                                            GBP                       June
Warrant                                                                   2008

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



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





                                                                       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)                          Royal Bank of Scotland
                                                         Group Plc
Company dealt in                                         BHP Billiton Ltd
Class of relevant security to which the dealings being   Ordinary
disclosed relate (Note 2)

Date of dealing                                          4 December 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           1,173,602    (0.0349%)  4,767,056    (0.1419%)
(2) Derivatives (other than               0       (0.0%)          0       (0.0%)
options)
(3) Options and agreements to             0       (0.0%)          0       (0.0%)
purchase/sell
                         Total    1,173,602    (0.0349%)  4,767,056    (0.1419%)



(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                               2,597   42.65 AUD
Purchase                              15,427   43.10 AUD
Purchase                             265,344   43.12 AUD
Purchase                             250,000   43.18 AUD
TOTAL:                               533,368   42.65 AUD
Sale                                   2,597   43.06 AUD
Sale                                 111,128   43.10 AUD
Sale                                  15,427
TOTAL:                               129,152

(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)



(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                                             5 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




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