Rule 8.3 - BHP Billiton PLC

Royal Bank of Scotland Group PLC
27 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                                          21 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          23,737,543    (1.0634%)    729,370    (0.0327%)

(2) Derivatives (other than
options)                                995    (0.0000%)    194,357    (0.0087%)

(3) Options and agreements to
purchase/sell                     3,523,000    (0.1578%)  4,110,000    (0.1841%)

                       Total     27,261,538    (1.2212%)  5,033,727    (0.2255%)



(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                                 168   15.0500 GBP
Purchase                                 469   15.0600 GBP
Purchase                                 769   15.0700 GBP
Purchase                                 206   15.0800 GBP
Purchase                                 276   15.1300 GBP
Purchase                                 193   15.1500 GBP
Purchase                               1,928   15.1600 GBP
Purchase                                  40   15.2800 GBP
Purchase                              21,308   15.4000 GBP
Purchase                               4,500   15.4000 GBP
Purchase                              10,000   15.1000 GBP
Purchase                              77,138   15.4000 GBP
Sale                                   3,000   15.0700 GBP
Sale                                   2,105   15.1424 GBP
Sale                                   6,748   15.2500 GBP
Sale                                   1,000   15.2600 GBP
Sale                                 281,000   15.2799 GBP
Sale                                   1,659   15.3923 GBP
Sale                                  61,417   15.4000 GBP
Sale                                   2,000   15.4200 GBP
Sale             150, 000                      15.4000 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

Dec 2008

Call         Short                              1,079.50   0.0870 EUR
Warrant

(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)


Dec
2007    Written                 500,000   16.000   American    21 Dec 0.9600 GBP
Call                                      GBP                  2007
Option
Dec
2007    Written                 500,000   13.000   American    21 Dec 0.7050 GBP
Call                                      GBP                  2007
Option
Dec
2007    Written                 300,000   14.000   American    21 Dec 2.1100 GBP
Call                                      GBP                  2007
Option
Dec
2007    Written                 250,000   15.000   American    21 Dec 1.5500 GBP
Call                                      GBP                  2007
Option
Dec
2007    Purchased               600,000   14.000   American    21 Dec 0.5200 GBP
Call                                      GBP                  2007
Option
Dec
2007    Purchased             1,000,000   20.000   American    21 Dec 0.0600 GBP
Call                                      GBP                  2007
Option


(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                                            24 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


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
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
Jan     Written                     500,000   16.00 GBP   American        18 Jan
2008                                                                      2008
Call
Dec     Written                     250,000   15.00 GBP   American        21 Dec
2007                                                                      2007
Call
Dec     Written                     500,000   13.00 GBP   American        21 Dec
2007                                                                      2007
Call
Dec     Purchased                   300,000   14.00 GBP   American        21 Dec
2007                                                                      2007
Call
Dec     Purchased                   500,000   16.00 GBP   American        21 Dec
2007                                                                      2007
Call
Mar     Written                     500,000   15.00 GBP   American        20 Mar
2008                                                                      2008
Put
Apr     Written                     110,000   9.85 GBP    American        11 Apr
2008                                                                      2008
Put
Apr     Purchased                   110,000   9.85 GBP    American        11 Apr
2008                                                                      2008
Put
Mar     Written                   1,000,000   25.00 GBP   American        20 Mar
2008                                                                      2008
Call
Mar     Purchased                   500,000   15.00 GBP   American        20 Mar
2008                                                                      2008
Call
Mar     Written                     500,000   10.00 GBP   American        20 Mar
2008                                                                      2008
Put
Mar     Written                     500,000   9.00 GBP    American        20 Mar
2008                                                                      2008
Put
Mar     Purchased                 1,000,000   15.00 GBP   American        20 Mar
2008                                                                      2008
Put
Mar     Purchased                   500,000   9.00 GBP    American        20 Mar
2008                                                                      2008
Put



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                                          21 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          730,619      (0.0217%)   4,827,803    (0.1437%)

(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      730,619      (0.0217%)   4,827,803    (0.1437%)



(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)

(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                                            24 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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