BHP Group Limited — Director's Dealing 2008

Jan 3, 2008

FORM 8.1

DEALINGS BY OFFERORS, OFFEREE COMPANIES OR THEIR ASSOCIATES

FOR THEMSELVES OR FOR DISCRETIONARY CLIENTS (Rules 8.1(a) and (b)(i) of the Takeover Code)

1. KEY INFORMATION

Name of person dealing(Note 1)	Billiton ESOP Trustee Limited
Company dealt in	BHP Billiton Plc
(1)Classof relevant security to which the dealingsbeing disclosedrelate (Note 2)	Ordinary Shares of US$0.50 each
(2)Dateof dealing	31 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)

dealt in(Note 3)
	Long	Short
	Number (%)	Number (
(1) Relevant securities	451,071 0.02
(2) Derivatives (other than options)
(3) Options and agreements to purchase/sell
Total	451,071

(b) Interests and short positions in relevant securities of the company, other than the class dealt in (Note 3)

than the class dealt in(Note 3)
Class of relevant security:	Long
	Number (%)
(1) Relevant securities
(2) Derivatives (other than options)
(3) Options and agreements to purchase/sell
Total

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(c) Rights to subscribe (Note 3)

Class of relevant security:	Details
(3)

3. DEALINGS (Note 4)

(a) Purchases and sales

(a)Purchases and sales
Purchase/sale	Number of securities	Price per unit(Note 5)
Purchase	51,858	£15.74761

(b) Derivatives transactions (other than options)

Product name,e.g. CFD	Long/short(Note 6)	Number of securities(Note 7)	Price per unit(Note 5)

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

Product name,e.g. call option	Writing, selling,purchasing,varying etc.	Number of securitiesto which the option**relates **(Note 7)	Exerciseprice	Type, e.g.American,European etc.	Expirydate

(ii)

Exercising

Product name, e.g. call option Number of securities Exercise price per unit (Note 5)

(d) Other dealings (including new securities) (Note 4)

Nature of transaction (Note 8) Details Price per unit (if applicable) (Note 5

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4. OTHER INFORMATION

Agreements, arrangements or understandings relating to options or derivatives

none, this should be stated. None

Is a Supplemental Form 8 attached? (Note 9)

NO

(4)Dateofdisclosure	3 January 2008
(5)Contact name	Gail McGrath
(6)Telephonenumber	+44 (0)20 7802 4108
Name of offeree/offeror with which associated	BHP Billiton Plc
Specify category and nature of associate status**(Note 10)**	Billiton ESOP Trustee Limited is thetrustee of the BHP Billion EmployeeShare Ownership Trust (associate)

Notes

The Notes on Form 8.1 can be viewed on the Takeover Panel’s website at www.thetakeoverpanel.org.uk

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