Rule 8.3-BHP Billiton Plc

Royal Bank of Scotland Group PLC
18 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                                          3 December 2007

AMENDMENT: Trading and Positions in BHP Billiton Plc on 3 December 2007 should
read as follows:



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          23,048,569    (1.0324%)    792,050    (0.0350%)
(2) Derivatives (other than
options)                                  0       (0.0%)          0       (0.0%)
(3) Options and agreements to
purchase/sell                     2,853,100    (0.1278%)  4,790,149    (0.2122%)
                       Total     25,901,669    (1.1602%)  5,582,199    (0.2473%)



(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                               2,020   15.7700 GBP
Purchase                                 200   15.8200 GBP
Purchase                               1,794   15.8400 GBP
Purchase                                 520   15.8500 GBP
Purchase                                 106   15.8600 GBP
Purchase                                 318   15.8900 GBP
Purchase                             100,000   16.0000 GBP
Purchase                              40,000   15.7560 GBP
Purchase                             119,490   16.0070 GBP
Purchase                              20,000   15.8450 GBP
Purchase                               2,000   15.9000 GBP
Purchase                               2,000   16.1000 GBP
Purchase*                             55,000   16.2400 GBP
TOTAL:                               343,448   
Sale                                     296   15.8100 GBP
Sale                                     162   15.8300 GBP
Sale                                     502   15.8800 GBP
Sale                                   4,720   16.2400 GBP 
TOTAL:                                 5,680

* Late booking on the 14th December 2007: Purchase of 55,000 @ 16.2400 GBP

(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)
Dec 2008 Call
Warrant         Purchase              7,000   19.0000  American  11 Dec 0.2700
                                              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                                            18 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                     270,300   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





                                    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                                          3 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          769,386      (0.0229%)   4,767,056    (0.1419%)
(2) Derivatives (other than
options)                               0         (0.0%)           0       (0.0%)
(3) Options and agreements to
purchase/sell                          0         (0.0%)           0       (0.0%)
                      Total      769,386      (0.0229%)   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)
Sale                                 100,000   43.10 AUD

(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                                            18 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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