Rule 8.3- BHP Billiton PLC

Royal Bank of Scotland Group PLC
07 January 2008


                                    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                                          04 January 2008




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          23,647,261    (1.0592%     762,044    (0.0341%)
(2) Derivatives (other than
options)                                995    (0.0000%)    193,557    (0.0087%)
(3) Options and agreements to
purchase/sell                     2,723,000    (0.1220%)  3,360,000    (0.1505%)
                       Total     26,371,556    (1.1812%)  4,315,601    (0.1933%)



(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                               3,500   15.3800 GBP
Purchase                               4,500   15.8200 GBP
Purchase                                 664   15.9600 GBP
Purchase                               2,322   15.9700 GBP
Purchase                               1,500   16.0500 GBP
Purchase                               7,000   16.2000 GBP
Purchase                               7,000   16.0300 GBP
Purchase                               9,000   15.8100 GBP
Purchase                              10,000   15.7040 GBP
Purchase                              10,000   15.4040 GBP
Purchase                               7,000   15.3000 GBP
Purchase                              10,000   16.1300 GBP
Purchase                               1,528   15.4200 GBP
Purchase                               7,000   15.6000 GBP
Purchase                               2,500   16.3500 GBP
Purchase                               3,000   16.4300 GBP
Purchase                               5,300   16.4000 GBP
TOTAL:                                91,814   15.9678 GBP
Sale                                   2,986   16.3500 GBP
Sale                                   2,700   16.4300 GBP
Sale                                   7,000   16.4400 GBP
Sale                                      38   16.4500 GBP
Sale                                     985   16.4600 GBP
Sale                                     697   16.3680 GBP
Sale                                   6,000   16.1600 GBP
Sale                                   7,000   15.4150 GBP
Sale                                  15,000   16.4010 GBP
Sale                                  48,891   16.4770 GBP
Sale                                   5,000   16.3900 GBP
Sale                                     313   16.3300 GBP
Sale                                     186
TOTAL:                                96,796

(b)     Derivatives transactions (other than options)

Product      Long/short    Number of securities  Price per unit 
name,        (Note 6)      (Note 7)              (Note 5)
e.g. CFD
Mar 2008
Call         Short         300                   0.0900 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      price     American,   date    money
        purchasing,    which the option             European            paid/
        varying etc.   relates (Note 7)             etc.                received
e.g.                                                                    per unit
call                                                                    (Note 5)
option                                                                
                                                                        



(ii)   Exercising

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



Date of disclosure                                            07 January 2008

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

Mar
2008    Purchased   250,000                 18.000 GBP  American        20 Mar
Call                                                                      2008
Option

Mar
2008    Written     250,000                 19.000 GBP  American        20 Mar
Call                                                                      2008
Option

Jun
2008    Written     25,000                  12.000 GBP  American        20 Jun
Put                                                                       2008
Option

Jun
2008    Written     160,000                 13.000 GBP  American        20 Jun
Put                                                                       2008
Option

Mar
2008    Written     178,000                 13.000 GBP  American        20 Mar
Put                                                                       2008
Option

Jan     Written     500,000                 16.000 GBP  American        18 Jan
2008                                                                      2008
Call

Mar     Written     500,000                 15.000 GBP  American        20 Mar
2008                                                                      2008
Put

Apr     Written     110,000                 9.850 GBP   American        11 Apr
2008                                                                      2008
Put

Apr     Purchased   110,000                 9.850 GBP   American        11 Apr
2008                                                                      2008
Put

Mar     Written     1,000,000               25.000 GBP  American        20 Mar
2008                                                                      2008
Call

Mar     Purchased   500,000                 15.000 GBP  American        20 Mar
2008                                                                      2008
Call

Mar     Written     500,000                 10.000 GBP  American        20 Mar
2008                                                                      2008
Put

Mar     Written     500,000                 9.000 GBP   American        20 Mar
2008                                                                      2008
Put

Mar     Purchased   1,000,000               15.000 GBP  American        20 Mar
2008                                                                      2008
Put

Mar     Purchased   500,000                 9.000 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                                          04 January 2008



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          840,765      (0.0250%)   5,127,803    (0.1527%)
(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      840,765      (0.0250%)   5,127,803    (0.1527%)



(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                               7,312   40.92 AUD
Purchase                                 160   40.0900 AUD
TOTAL:                                 7,472   40.74 AUD

Sale                                   5,014   40.92 AUD
Sale                                   7,312
TOTAL:                                12,326

(b) Derivatives transactions (other than options)

Product      Long/short    Number of securities    Price per unit 
name,        (Note 6)      (Note 7)                (Note 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      price    American,   date   money
        purchasing,    which the option            European           paid/
        varying etc.   relates (Note 7)            etc.               received
e.g.                                                                  per unit
call                                                                  (Note 5)
option                                                                
                                                                      



(ii) Exercising

Product name, e.g. call       Number of           Exercise price per unit 
option                        securities          (Note 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                                             07 January 2008

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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