Rule 8.3- BHP Billiton

Royal Bank of Scotland Group PLC
20 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                                          18 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          23,235,344    (1.0407%)  1,051,278    (0.0470%)
(2) Derivatives (other than
options)                             14,000    (0.0006%)    182,635    (0.0081%)
(3) Options and agreements to
purchase/sell                     2,523,000    (0.1130%)  2,410,000    (0.1079%)
                       Total     25,772,344    (1.1543%)  3,643,913    (0.1632%)



(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                                 192   14.7000 GBP
Purchase                                  96   14.7100 GBP
Purchase                                 385   14.7300 GBP
Purchase                             288,213   14.7800 GBP
Purchase                             115,000   14.7823 GBP
Purchase                                  96   14.8600 GBP
Purchase                               1,288   14.8800 GBP
Purchase                               5,193   14.8900 GBP
Purchase                              30,000   14.9500 GBP
Purchase                               1,000   14.9700 GBP
Purchase                                 481   15.0200 GBP
Purchase                             136,000   15.1150 GBP
Purchase                               1,171   15.1500 GBP
Purchase                               1,267   15.1600 GBP
Purchase                              40,000   15.0530 GBP
Purchase                              20,000   15.1530 GBP
Sale                                     384   14.6300 GBP
Sale                                     184   14.6500 GBP
Sale                                     735   14.7200 GBP
Sale                                     192   14.7300 GBP
Sale                                 288,213   14.7800 GBP
Sale                                     192   14.8600 GBP
Sale                                     192   14.8700 GBP
Sale                                     897   14.8900 GBP
Sale                                     481   14.9300 GBP
Sale                                     774   14.9400 GBP
Sale                                     289   14.9500 GBP
Sale                                  10,000   14.9850 GBP
Sale                                     673   15.0300 GBP
Sale                                     288   15.1000 GBP
Sale                                  26,780   15.1100 GBP
Sale                                  15,172   15.1200 GBP
Sale                                   4,749   15.1300 GBP
Sale                                   9,332   15.1400 GBP
Sale                                   6,231   15.1700 GBP
Sale                                  15,172   15.1800 GBP
Sale                                     166   15.1600 GBP
Sale                                 267,000   15.0000 GBP
Sale                                   5,000   14.9800 GBP
Sale                                  10,000   14.9500 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 2007
Call                        0                      7,000   0.6600 EUR
Warrant
Dec2007 Call
Warrant                     0                        250   0.0010 EUR
Dec2007 Call
Warrant                 1,250                      2,000   0.0010 EUR

(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                 300,000   14.0000  American    21 Dec 1.06 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                                            20 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                     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
Dec
2007    Written                      50,000   11.0000 GBP American        21 Dec
Put                                                                       2007
Option
Dec
2007    Written                      50,000   12.0000 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     Written                     300,000   14.00 GBP   American        21 Dec
2007                                                                      2007
Call
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                   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   10.00 GBP   American        20 Mar
2008                                                                      2008
Put
Apr     Written                     110,000   10.00 GBP   American        11 Apr
2008                                                                      2008
Put
Apr     Purchased                   110,000   10.00 GBP   American        11 Apr
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                                          18 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          2,355,619    (0.0701%)   4,675,956    (0.1392%)
(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     2,355,619    (0.0701%)   4,675,956    (0.1392%)



(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                             400,000   40.23 AUD
Sale                                 100,000   40.09 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                                            20 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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