Rule 8.3-BHP Billiton PLC

Royal Bank of Scotland Group PLC
25 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                                          24 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          24,466,122    (1.0958%)  1,186,665    (0.0531%)
(2) Derivatives (other than
options)                             20,715    (0.0009%)    195,642    (0.0088%)
(3) Options and agreements to
purchase/sell                     3,073,000    (0.1376%)  3,210,000    (0.1437%)
                       Total     27,559,837    (1.2343%)  4,592,307    (0.2056%)



(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                             200,000   12.7657 GBP
Purchase                                 558   13.1600 GBP
Purchase                               1,758   13.2600 GBP
Purchase                               1,602   13.2700 GBP
Purchase                                 234   13.2900 GBP
Purchase                             100,000   13.3000 GBP
Purchase                                  89   13.3200 GBP
Purchase                                 373   13.3600 GBP
Purchase                                 558   13.3800 GBP
Purchase                               1,546   13.4500 GBP
Purchase                                  60   13.5100 GBP
Purchase                                 774   13.5200 GBP
Purchase                                 846   13.5300 GBP
Purchase                             217,000   13.5931 GBP
Purchase                               7,832   13.8600 GBP
Purchase                               5,000   13.2500 GBP
Purchase                              10,000   13.8340 GBP
Purchase                               5,000   13.1800 GBP
Purchase                               7,500   13.8600 GBP
Purchase                              10,000   13.3310 GBP
Purchase                               5,000   13.3300 GBP
Purchase                               1,806   13.3260 GBP
Purchase                              10,000   13.6390 GBP
Sale                                   3,000   13.2300 GBP
Sale                                   7,000   13.3000 GBP
Sale                                   8,398   13.3571 GBP
Sale                                 100,000   13.5300 GBP
Sale                                   6,000   13.5900 GBP
Sale                                  49,386   13.6000 GBP
Sale                                   3,381   13.6100 GBP
Sale                                  48,000   13.6300 GBP
Sale                                   5,000   13.7100 GBP
Sale                                   4,272   13.7500 GBP
Sale                                   2,728   13.7600 GBP
Sale                                   4,000   13.7700 GBP
Sale                                     200   13.8900 GBP
Sale                                   5,000   13.8630 GBP
Sale                                  10,000   13.3000 GBP
Sale                                  76,000   13.6040 GBP
Sale                                   1,492   13.7600 GBP
Sale                                   5,000   13.5620 GBP
Sale                                     160   13.6100 GBP
Sale                                     186   13.6100 GBP
Sale                                     182   13.7000 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
Jun 2008
Call         Short                                  5000   0.2300 EUR
Warrant
Jun 2008
Call         Long                                   1300   0.0350 EUR
Warrant
Dec 2008
Call         Short                                   230   0.4900 EUR
Warrant
Dec 2008
Call         Short                                    30   0.4800 EUR
Warrant
Dec 2008
Call         Short                                  2500   0.3600 EUR
Warrant
Dec 2008
Call         Long                                    100   0.3700 EUR
Warrant
Dec 2008
Call         Short                                   560   0.3300 EUR
Warrant
Dec 2008
Call         Long                                  10000   0.2100 EUR
Warrant
Dec 2008
Call         Short                                  2776   0.2300 EUR
Warrant
Dec 2008
Call         Long                                   1500   0.1200 EUR
Warrant
Dec 2008
Call         Short                                  1000   0.0880 EUR
Warrant
Jun 2009 Put
Warrant      Long                                    620   0.5300 EUR
Jun 2009
Call         Short                                   200   0.2300 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)
Mar
2008    Purchased               350,000   15.000   American    20 Mar 0.3800 GBP
Call                                      GBP                  2008
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                                             25 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 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    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
Mar     Written                     500,000   15.000 GBP  American        20 Mar
2008                                                                      2008
Call
Apr     Written                     110,000   9.850 GBP   American        11 Apr
2008                                                                      2008
Put
Mar     Written                     350,000   15.00 GBP   American        20 Mar
2008                                                                      2008
Call
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     Purchased                   350,000   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                                          24 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          717,650      (0.0213%)   4,942,470    (0.1471%)
(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      717,650      (0.0213%)   4,942,470    (0.1471%)



(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                              15,000   34.05 AUD
Sale                                 100,000   34.64 AUD
Sale                                 400,000   43.00 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 Purchase

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                                             25 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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