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                                          23 January 2008




Amendment: Trading and positions in BHP Billiton Plc on 23rd January 2008 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          24,270,607    (1.0871%)  1,176,465    (0.0526%)
(2) Derivatives (other than
options)                             20,095    (0.0009%)    198,745    (0.0089%)
(3) Options and agreements to
purchase/sell                     2,723,000    (0.1219%)  3,210,000    (0.1437%)
                       Total     27,013,702    (1.2100%)  4,585,210    (0.2052%)



(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                               2,000   12.4100 GBP
Purchase                               3,000   12.5000 GBP
Purchase                               3,000   12.6000 GBP
Purchase                              37,606   12.6900 GBP
Purchase                              88,944   12.7000 GBP
Purchase                              43,940   12.7100 GBP
Purchase                               3,096   12.7300 GBP
Purchase                               1,748   12.7500 GBP
Purchase                                 810   12.7600 GBP
Purchase                             202,000   12.8000 GBP
Purchase                               8,000   12.8280 GBP
Purchase                              77,000   12.7800 GBP
Purchase                              10,000   12.5500 GBP
Purchase                              10,000   12.4900 GBP
Purchase                              10,000   12.3200 GBP
Purchase                               8,000   12.4790 GBP
Purchase                               8,000   12.4450 GBP
Purchase                               8,000   12.3840 GBP
Purchase                               8,000   12.6730 GBP
Purchase                               8,000   12.7380 GBP
Sale                                     810   12.5857 GBP
Sale*                                  4,088   12.6524 GBP
Sale                                  88,944   12.7000 GBP
Sale                                   7,200   12.7339 GBP
Sale                                   5,000   12.8300 GBP
Sale                                     160   13.2700 GBP
Sale                                  20,000   12.5370 GBP
Sale                                   7,000   12.7610 GBP
Sale                                   8,000   12.3050 GBP
Sale                                 199,258   13.2460 GBP
Sale                                   8,000   12.3910 GBP
Sale                                   8,000   12.3690 GBP

* late booking

(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                                 5,000   0.0430 EUR
Warrant
Dec 2008
Call         Short                                   500   0.1100 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    Written                 350,000   15.000   American    23 Jan 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     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                                          23 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          1,074,743    (0.0320%)   4,814,563    (0.1433%)
(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     1,074,743    (0.0320%)   4,814,563    (0.1433%)



(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                                   1,247   33.75 AUD
Sale                                 100,000   33.80 AUD
Sale                                  50,000   33.85 AUD
Sale                                   6,500   33.89 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                                             24 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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