Rule 8.3- BHP Billiton

Royal Bank of Scotland Group PLC
24 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                                          19 December 2007




AMENDMENT: Trading and Positions in BHP Billiton Plc on 19 December 2007 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          23,253,576    (1.0416%)  1,066,278    (0.0477%)
(2) Derivatives (other than
options)                             14,010    (0.0006%)    195,885    (0.0087%)
(3) Options and agreements to
purchase/sell                     2,523,000    (0.1130%)  2,410,000    (0.1079%)
                       Total     25,790,586    (1.1552%)  3,672,163    (0.1643%)



(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                                         96   14.8200 GBP
Purchase                                         96   14.8300 GBP
Purchase                                      1,285   14.8500 GBP
Purchase                                        437   14.8600 GBP
Purchase                                      3,481   14.8800 GBP
Purchase                                        672   14.8900 GBP
Purchase                                        384   14.9000 GBP
Purchase                                        576   14.9100 GBP
Purchase                                        480   14.9200 GBP
Purchase                                      1,058   14.9300 GBP
Purchase                                     10,098   14.9500 GBP
Purchase                                      2,596   15.0000 GBP
Purchase                                        385   15.0100 GBP
Purchase                                    288,502   15.0200 GBP
Purchase                                     17,505   14.9134 GBP
Sale                                             96   14.8300 GBP
Sale                                            504   14.8500 GBP
Sale                                            288   14.8800 GBP
Sale                                            707   14.8900 GBP
Sale                                            481   14.9200 GBP
Sale                                          3,298   14.9350 GBP
Sale                                          5,255   14.9350 GBP
Sale                                            385   14.9400 GBP
Sale                                            668   14.9600 GBP
Sale                                          7,000   14.9700 GBP
Sale                                          5,000   14.9400 GBP
Sale                                          5,000   14.9000 GBP
Sale                                          5,000   14.9500 GBP
Sale*                                       288,213   15.0200 GBP
* Late booking on 21.12.2007

(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
Dec2008 Call
Warrant      Short                                 2,500   0.1900 EUR
Dec2008 Call
Warrant      Long                                  2,500   0.1900 EUR
Dec2008 Call
Warrant      Short                                 3,000   0.0770 EUR
Dec2008 Call
Warrant      Short                                 5,000   0.0770 EUR
Dec2008 Call
Warrant      Short                                 5,000   0.0850 EUR
Jun 2009
Call         Short                                   250   0.1500 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)



(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
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                                          19December 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          2,595,619    (0.0772%)   4,425,803    (0.1317%)
(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     2,595,619    (0.0772%)   4,425,803    (0.1317%)



(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                             240,000   40.20 AUD
Purchase                             300,000   40.57 AUD
Sale                                  51,847   40.75 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                                            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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