Form 425

Filed by: BHP Billiton Plc

and BHP Billiton Limited

Pursuant to Rule 425 under the Securities Act of 1933

Subject Company: Rio Tinto Plc

Commission File No.: 001-10533

The following are slides comprising a presentation that was given by Don Argus, Chairman, BHP Billiton to the ASX/Australian Shareholders’ Association Investor Hour seminar on March 5, 2008.


The Resources Sector
Australian Shareholders Association
5 March 2008
Mr Don Argus AO
Chairman, BHP Billiton


Slide 2
5 March 2008
Disclaimer
This document has been prepared by BHP Billiton Limited and BHP Billiton Plc (“BHP Billiton") and comprises the written materials/slides for a presentation concerning the resources sector. By
reviewing/attending this presentation you agree to be bound by the following conditions.
The directors of BHP Billiton accept responsibility for the information contained in this presentation. Having taken all reasonable care to ensure that such is the case, the information contained in
this
presentation
is,
to
the
best
of
the
knowledge
and
belief
of
the
directors
of
BHP
Billiton,
in
accordance
with
the
facts
and
contains
no
omission
likely
to
affect
its
import.
Subject to the above, neither BHP Billiton nor any of its directors, officers, employees or advisers nor any other person makes any representation or warranty, express or implied, as to, and
accordingly no reliance should be placed on, the fairness, accuracy or completeness of the information contained in the presentation or of the views given or implied.  To the extent permitted by
law, neither BHP Billiton nor any of its directors, officers, employees or advisers nor any other person shall have any liability whatsoever for any errors or omissions or any loss howsoever
arising, directly or indirectly, from any use of this information or otherwise arising in connection therewith.
This presentation is for information purposes only and does not constitute or form part of any offer or invitation to acquire, sell or otherwise dispose of, or issue, or any solicitation of any offer to
sell or otherwise dispose of, purchase or subscribe for, any securities, nor does it constitute investment advice, nor shall it or any part of it nor the fact of its distribution form the basis of, or be
relied
on
in
connection
with,
any
contract
or
investment
decision,
nor
does
it
constitute
a
proposal
to
make
a
takeover
bid
or
the
solicitation
of
any
vote
or
approval
in
any
jurisdiction,
nor
shall
there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction (or
under an exemption from such requirements).  No offering of securities shall be made into the United States except pursuant to registration under the US Securities Act of 1933, as amended, or
an exemption therefrom.
Neither this presentation nor any copy of it may be taken or transmitted or distributed or redistributed (directly or indirectly) in Japan.  The distribution of this document in other jurisdictions may
be
restricted
by
law
and
persons
into
whose
possession
this
document
comes
should
inform
themselves
about,
and
observe,
any
such
restrictions.
Information
about
Rio
Tinto
is
based
on
public
information
which
has
not
been
independently
verified.
Certain statements in this presentation are forward-looking statements.  The forward-looking statements include statements regarding contribution synergies, the cost and timing of development
projects and, without limitation, other statements typically containing words such as "intends", "expects", "anticipates", "targets", "plans", "estimates" and words of similar import. These forward-
looking statements speak only as at the date of this presentation.  These statements are based on current expectations and beliefs and, by their nature, are subject to a number of known and
unknown
risks
and
uncertainties
that
could
cause
actual
results,
performance
and
achievements
to
differ
materially
from
any
expected
future
results,
performance
or
achievements
expressed or
implied by such forward-looking statements.  The forward-looking statements are based on numerous assumptions regarding BHP Billiton's present and future business strategies and the
environments
in
which
BHP
Billiton
and
Rio
Tinto
will
operate
in
the
future
and
such
assumptions
may
or
may
not
prove
to
be
correct.
There
are
a
number
of
factors
that
could
cause
actual
results
or
performance
to
differ
materially
from
those
expressed
or
implied
in
the
forward-looking
statements.
Factors
that
could
cause
actual results or performance to differ materially from those described in the forward-looking statements include, but are not limited to, BHP Billiton's ability to successfully combine the
businesses
of
BHP
Billiton
and
Rio
Tinto
and
to
realise
expected
synergies
from
that
combination,
the
presence
of
a
competitive
proposal
in
relation
to
Rio
Tinto,
satisfaction
of
any
conditions
to
any
proposed
transaction,
including
the
receipt
of
required
regulatory
and
anti-trust
approvals,
Rio
Tinto’s
willingness
to
enter
into
any
proposed
transaction,
the
successful
completion
of
any
transaction, as well as additional factors such as changes in global, political, economic, business, competitive, market or regulatory forces, future exchange and interest rates, changes in tax
rates, future business combinations or dispositions and the outcome of litigation and government actions.  Additional risks and factors that could cause BHP Billiton results to differ materially
from those described in the forward-looking statements can be found in BHP Billiton's filings with the US Securities and Exchange Commission ("SEC"), including BHP Billiton's Annual Report
on
Form
20-F
for
the
fiscal
year-ended
June
30,
2007,
as
well
as
Rio
Tinto’s
and
Alcan
Inc.'s
filings
with
the
SEC,
including
Rio
Tinto’s
Annual
Report
on
Form
20-F
for
the
fiscal
year-ended
December
31,
2006
and
Alcan
Inc.’s
Annual
Report
on
Form
20-F
for
the
fiscal
year-ended
December
31,
2006,
which
are
available
at
the
SEC's
website
(http://www.sec.gov).
Other
unknown
or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements.  The information and opinions expressed in this presentation are subject to
change without notice and BHP Billiton expressly disclaims any obligation (except as required by law or the rules of the UK Listing Authority and the London Stock Exchange, the UK Takeover
Panel,
or
the
listing
rules
of
ASX
Limited)
or
undertaking
to
disseminate
any
updates
or
revisions
to
any
forward-looking
statements
contained
herein
to
reflect
any
change
in
BHP
Billiton’s
expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.


Slide 3
5 March 2008
Disclaimer
(continued)
Information
Relating
to
the
US
Offer
for
Rio
Tinto
plc
BHP Billiton plans to register the offer and sale of securities it would issue to Rio Tinto plc US shareholders and Rio Tinto plc ADS holders by filing with the SEC a Registration Statement (the
“Registration Statement”), which will contain a prospectus (“Prospectus”), as well as other relevant materials.  No such materials have yet been filed.  This communication is not a substitute
for any Registration Statement or Prospectus that BHP Billiton may file with the SEC.
U.S.
INVESTORS
AND
U.S.
HOLDERS
OF
RIO
TINTO
PLC
SECURITIES
AND
ALL
HOLDERS
OF
RIO
TINTO
PLC
ADSs
ARE
URGED
TO
READ
ANY
REGISTRATION
STATEMENT,
PROSPECTUS
AND
ANY
OTHER
DOCUMENTS
MADE
AVAILABLE
TO
THEM
AND/OR
FILED
WITH
THE
SEC
REGARDING
THE
POTENTIAL
TRANSACTION,
AS
WELL
AS
ANY
AMENDMENTS
AND
SUPPLEMENTS
TO
THOSE
DOCUMENTS,
WHEN
THEY
BECOME
AVAILABLE
BECAUSE
THEY
WILL
CONTAIN
IMPORTANT
INFORMATION.
Investors
and
security
holders
will
be
able
to
obtain
a
free
copy
of
the
Registration
Statement
and
the
Prospectus
as
well
as
other
relevant
documents
filed
with
the
SEC
at
the
SEC's
website
(http://www.sec.gov), once such documents are filed with the SEC.  Copies of such documents may also be obtained from BHP Billiton without charge, once they are filed with the SEC.
Information
for
US
Holders
of
Rio
Tinto
Ltd
Shares
BHP Billiton Ltd is not required to, and does not plan to, prepare and file with the SEC a registration statement in respect of the Rio Tinto Ltd Offer.  Accordingly, Rio Tinto Ltd shareholders
should carefully consider the following:
The Rio Tinto Ltd Offer will be an exchange offer made for the securities of a foreign company. Such offer is subject to disclosure requirements of a foreign country that are different from
those
of
the
United
States.
Financial
statements
included
in
the
document
will
be
prepared
in
accordance
with
foreign
accounting
standards
that
may
not
be
comparable
to
the
financial
statements of United States companies.
Information
Relating
to
the
US
Offer
for
Rio
Tinto
plc
and
the
Rio
Tinto
Ltd
Offer
for
Rio
Tinto
shareholders
located
in
the
US
It
may
be
difficult
for
you
to
enforce
your
rights
and
any
claim
you
may
have
arising
under
the
U.S.
federal
securities
laws,
since
the
issuers
are
located
in
a
foreign
country,
and
some
or
all
of their officers and directors may be residents of foreign countries. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S.
securities
laws.
It
may
be
difficult
to
compel
a
foreign
company
and
its
affiliates
to
subject
themselves
to
a
U.S.
court's
judgement.
You should be aware that BHP Billiton may purchase securities of
either Rio Tinto plc or Rio Tinto Ltd otherwise than under the exchange offer, such as in open market or privately
negotiated purchases.
References
in
this
presentation
to
“$”
are
to
United
States
dollars
unless
otherwise
specified.


Slide 4
5 March 2008
Slide 4
5 March 2008
Overview of today’s presentation
The significance of the resources sector to Australia
Demand for resources is in a period of strong growth
BHP Billiton is extremely well positioned to benefit from this growth
BHP Billiton’s offer for Rio Tinto –
unlocking value


Slide 5
5 March 2008
Slide 5
5 March 2008
The significance of the resources sector to Australia


Slide 6
5 March 2008
Slide 6
5 March 2008
The mining sector is a major contributor to Australia’s
economic wellbeing –
GDP and taxes paid
Mining and its related economic activities contributed in excess
of
A$166
billion
to
Australia’s
GDP
in
FY2007
(a)
.....17% of Australia’s GDP
.....and 38% of Australia’s GDP growth
Resource
companies
paid
A$6.6
billion
in
company
tax
in
FY2006
(b)
.....13% of total government company tax revenue
Notes:
a)
Source:
Australian
Bureau
of
Statistics
(“ABS”).
b)
Source:
Minerals
Council
Industry
Survey
2007,
APPEA
Key
Statistics
2007
and
Australian
Government
budget
papers.


Slide 7
5 March 2008
Slide 7
5 March 2008
Total export revenues
(a)
(A$ bn)
The mining sector is a major contributor to Australia’s
economic wellbeing –
exports and jobs created
56.7
(17.2)
Jobs created, 2001–07
(b)
(‘000s)
Many jobs are created in
rural and regional
Australia
Mining
Manufacturing
31.9
62.7
FY 01
69.1
85.4
FY 07
Mining
Manufacturing
Other
37%
51%
12%
18.5
20.0
Notes:
a)
Source:
Australian
Bureau
of
Statistics (“ABS”).
b)
Source: Australian
Bureau
of
Statistics
(“ABS”),
represents
the
period
May
2001
to
May
2007.
Proportion
of total


Slide 8
5 March 2008
Slide 8
5 March 2008
The resource sector now represents ~30% of Australia’s
primary market index…
ASX 200: Resources vs
all other sectors
(Aggregate market capitalisation, A$bn)
Source: IRESS, data as at 28-Feb-2008.
0
200
400
600
800
1,000
1,200
1,400
Jan-01
Jul-01
Jan-02
Jul-02
Jan-03
Jul-03
Jan-04
Jul-04
Jan-05
Jul-05
Jan-06
Jul-06
Jan-07
Jul-07
Jan-08
S&P/ASX 200
Resources
(30%)
S&P/ASX 200 All
Other Sectors
(70%)
S&P/ASX 200 All
Other Sectors
(86%)
S&P/ASX 200
Resources
(14%)


Slide 9
5 March 2008
Slide 9
5 March 2008
…and has delivered strong returns for investors
ASX 200 Resources accumulation index
(Index: 1-Jan-2001 = 100)
A$10,000 invested in the
ASX 200 Resources
Accumulation Index in January
2001 would now be worth
A$51,957, a 26% compound
annual growth rate
Source: IRESS, data as at 29-Feb-2008.
$
51,957
$
0
$
10,000
$
20,000
$
30,000
$
40,000
$
50,000
$
60,000
Jan-01
Jan-02
Jan-03
Jan-04
Jan-05
Jan-06
Jan-07
Jan-08


Slide 10
5 March 2008
Slide 10
5 March 2008
Australia is home to some of the world’s largest resource
basins
Bauxite
(mt)
Uranium
(kt)
Source:
USGS
(Mineral
Commodity
Surveys
Jan
2007),
BP
Statistics
Report
2007
and
Uranium
2005:
Resources,
Production
and
Demand.
* Reserve base for bauxite, iron content reserve base for iron ore, recoverable reserve for uranium, and proven reserves for anthracite, bituminous, sub-bituminous and lignite coal types.
National resource reserves* for top 10 countries per mineral
Iron ore (Fe)
(mt)
Metallurgical and Thermal Coal
(mt)
Australia
0
2,000
4,000
6,000
8,000
10,000
0
200
400
600
800
1,000
1,200
0
10,000
20,000
30,000
40,000
50,000
0
50,000
100,000
150,000
200,000
250,000


Slide 11
5 March 2008
Slide 11
5 March 2008
But is home to only one major mining company
Sources: Bloomberg, Datastream.
Top 15 metals and mining companies
(Market capitalisation as at 29-Feb-2008, US$bn)
0
50
100
150
200
250
Australian head office
Non-Australian head office


Slide 12
5 March 2008
Slide 12
5 March 2008
Demand for resources is in a period of strong growth


Slide 13
5 March 2008
Structure of 2007 Nominal GDP
(US$ trillion)
-3
0
3
6
9
12
15
USA
China
Net Trade
Consumption
Investment
Slide 13
5 March 2008
Slide 13
The US economy is over four times larger than that of China…
13.8
3.2
~300m
People
~1,300m
People
Source: Global Insight (February 2008) and CEIC Data Co. Ltd (February 2008).
Notes:
Investment
also
includes
net
change
in
inventories
and
China’s
GDP
converted
to
US$
based
on
an
average
exchange
rate
for
the
year
of
USD:CNY
7.57.


Slide 14
5 March 2008
0
200
400
600
800
1,000
1,200
1,400
1997
2007
0
2,000
4,000
6,000
8,000
10,000
12,000
1996
2006
...but it is China industrialisation that is driving global
metals consumption growth
0
150
300
450
600
750
900
1997
2007
0
3,000
6,000
9,000
12,000
15,000
18,000
1997
2007
Copper consumption (kt)
Nickel consumption (kt)
Seaborne iron ore (mt)
Energy consumption (mtoe)
China
USA
Other
Notes: Seaborne
iron
ore
demand
based
on
import
statistics
-
CRU
data
for
2007,
IISI
data
for
1997.
Energy
consumption
is
all
uses
of
coal,
gas,
oil
and
nuclear,
expressed
as
millions
tonnes
of
oil
equivalent,
2007
data
not
yet
available.
Source:  CRU, Brook Hunt, BP Statistical Review of World Energy (2007), IISI.


Slide 15
5 March 2008
Slide 15
Slide 15
5 March 2008  
...and industrialisation and urbanisation in China appears to
have a long way to go
China’s tiered city structure:
2005
2010
2020
84 tier 1-3 cities
(a)
106 tier 1-3 cities
(b)
143 tier 1-3 cities
(c)
Tier 1
Tier 2
Tier 3
Source:  Global
Insight;
National
Bureau
of
Statistics
of
China
China
Statistical
Yearbook;
McKinsey
&
Company,
2006.
a)
Tier 1 city defined as registered population >4.6 m and nominal GDP/capita >US$3,200, tier 2 city defined as either registered population >4.6 m and nominal GDP/capita at least US$1,600 or nominal GDP/capita
>US$3,200 and registered population at least 1.5m, tier 3 city defined as registered population 1.5-4.6 m or nominal GDP/capita US$1,600-US$3,200.
b)
Tier 1 city defined as registered population >4.8 m and nominal GDP/capita >US$3,600, tier 2 city defined as either registered population >4.8 m and nominal GDP/capita at least US$1,800 or GDP/capita >US$3,600 and
registered population at least 1.6m, tier 3 city defined as registered population 1.6-4.8 m or nominal GDP/capita US$1,800-US$3,600.
c)
Tier 1 city defined as registered population >5.0 m and nominal GDP/capita >US$4,800, tier 2 city defined as either registered population >5.0 m and nominal GDP/capita at least US$2,400 or GDP/capita >US$4,800 and
registered population at least 1.7m, tier 3 city defined as registered population 1.7-5.0 m or nominal GDP/capita US$2,400-US$4,800


Slide 16
5 March 2008
0
5,000
10,000
15,000
20,000
25,000
30,000
35,000
40,000
1900
1910
1920
1930
1940
1950
1960
1970
1980
1990
2000
2010
2020
2030
Slide 16
5 March 2008
To satisfy demand the world may need to mine as much copper
over the next 25 years as throughout history
World copper demand
(‘000 tonnes refined copper)
Source of
data:
CRU
Copper
Quarterly
(January
2008);
CRU
archive
data.
a)
Future copper consumption based on a hypothetical world average growth rate of 3% p.a., based on a projection of similar growth patterns in world demand to the past 20 years.
1900-2007
Total = 608 mt
2007-2032
Total = 680 mt
(a)
2007  = 18,084
2032  = 37,864


Slide 17
5 March 2008
Slide 17
5 March 2008
BHP Billiton is extremely well positioned to benefit from
this growth


Slide 18
5 March 2008
BHP Billiton’s business is truly global in scope and scale…
Aluminium
Base Metals
Diamonds & Specialty Products
Energy Coal
Iron Ore
Manganese
Metallurgical Coal
Petroleum
Stainless Steel Materials
Offices
Stainless Steel Materials
Nickel
Iron Ore
Iron Ore
Manganese
Manganese Ore, Manganese Alloy
Metallurgical Coal
Coking Coal, Thermal Coal
Base Metals
Copper, Lead, Silver, Uranium, Zinc
Aluminium
Alumina, Aluminium
Energy Coal
Thermal Coal
Petroleum
Oil, Gas, NGL
Diamonds & Specialty Products
Diamonds, Titanium Minerals
Note: Location of dots indicative only


Slide 19
5 March 2008
Slide 19
5 March 2008
…but Australian operations are the foundation
50% of assets in Australia
49% of profit before interest and
taxation, generated by Australian
based assets
Over 60% of issued capital relates
to
the
Australian
side
of
the
DLC
(a)
Over 495,000 Australian retail BHP
Billiton Ltd shareholders who hold
A$36bn
worth
of
shares
(b)
Source:  BHP Billiton.
a)
As at 29-Feb-2009.
b)
Represents
all
Australian
investors
with
less
than
25,000
shares
as
at
28-Feb-2008.
BHP Billiton assets by location
(US$m, as at 30-Jun-2007)
BHP Billiton profit before interest
and taxation by asset location
(US$m, FY2007)


Slide 20
5 March 2008
Slide 20
5 March 2008
It has achieved substantial growth since the DLC
merger…
Notes:
a)
Source:
Production
shown
for
the
12
months
ending
30-June.
Converted
to
copper
equivalent
units
using
BHP
Billiton
FY2007
average
realised
prices
and
BHP
Billiton
estimates.
Excludes
all
production
from
sold
or
ceased
operations. Production growth does not include production for the six month period ending 31-Dec-2007.
b)
Source:
Datastream
and
financial
reports
and
company
filings
of
BHP
Billiton.
Market
capitalisation
based
on
shares
outstanding
and
share
price
as
at
the
dates
shown.
In
addition,
over
the
period
from
29-Jun-2001
to
31-Oct-
2007, BHP Billiton undertook share buybacks of US$11.4B.
BHP
Billiton
production
growth
(a)
(Index: FY2001 production = 100)
BHP
Billiton
market
capitalisation
(b)
(US$bn)
100
110
120
130
140
150
160
170
FY01
FY02
FY03
FY04
FY05
FY06
FY07
CAGR: 8%
0
30
60
90
120
150
180
210
CAGR: 34%
US$196bn
US$31bn


Slide 21
5 March 2008
Slide 21
5 March 2008
Created a unique diversified portfolio balanced across
high margin commodities…
Underlying EBITDA
(12 months, US$bn)
Underlying EBITDA Margin
(a)
(CY2007, 12 months)
Note: Historical financial information has been restated for comparative purposes per note 1 of BHP Billiton’s half-year financial report for the half-year ended 31-Dec-2007. CY2007 represents the 12 months ending 31-Dec-2007.
a)
EBITDA margin excludes third party sales.
52%
40%
36%
70%
52%
43%
75%
23%
34%
Iron Ore
Manganese
Metallurgical Coal
Base Metals
Stainless Steel
Materials
Aluminium
Petroleum
Energy Coal
Diamond &
Specialty Products
0
6,000
12,000
18,000
24,000
FY2002
CY2007
4,677
23,623
Iron Ore
Manganese
Metallurgical Coal
Petroleum
Energy Coal
Aluminium
Base Metals
Stainless Steel
Materials
Diamond & Specialty Products
Non
Ferrous
(56%)
Energy
(21%)
Carbon
Steel
Materials
(22%)


Slide 22
5 March 2008
Slide 22
5 March 2008
Delivered strong dividend growth…
Ordinary dividends per share
(US cents per share)
Note: Two interim dividends were paid in FY2004
45%
increase in
interim
dividend
13.0
14.5
26.0
28.0
36.0
47.0
6.5
7.0
16.5
13.5
17.5
20.0
29.0
0
5
10
15
20
25
30
35
40
45
50
FY2002
FY2003
FY2004
FY2005
FY2006
FY2007
FY2008
Full year dividend
Interim dividend
29% CAGR


Slide 23
5 March 2008
Slide 23
5 March 2008
…and created considerable wealth for global investors
BHP Billiton Ltd
(a)
(A$)
Source: Bloomberg, Iress.
a)
Dividends/distributions
assumes
that
the
dividends
are
received
in
cash
and
not
reinvested
in
BHP
Billiton.
Dividends
grossed
up
for
franking.
Includes
the
value
of
shares
distributed
in
Bluescope
Steel
to
BHP
Billiton
Ltd
shareholders.
A holder of 1,000 BHP Billiton Ltd shares on 28 June 2001 would have seen the value
of their total holding increase by 323%
0
10,000
20,000
30,000
40,000
50,000
60,000
Jun-01
Dec-01
Jun-02
Dec-02
Jun-03
Dec-03
Jun-04
Dec-04
Jun-05
Dec-05
Jun-06
Dec-06
Jun-07
Dec-07
Dividends/Distributions (a)
Value of BHP Billiton Ltd Shares
Value at
28 June 2001
A$10,372
Value at
30 June 2003
A$9,902
Value at
30 June 2005
A$20,171
Value at
30 June 2007
A$38,380
Value at
30 June 2002
A$10,654
Value at
30 June 2004
A$14,117
Value at
28 June 2006
A$31,635
Value
at
29
February
2008
Shares:
A$39,580
Dividends/Distributions:
A$4,286


Slide 24
5 March 2008
Boffa/Santou
Refinery
Slide 24
5 March 2008
The future looks bright for BHP Billiton…
2010
As at 29 February 2008
Proposed
capital expenditure
<$500m
$501m-$2bn
$2bn+
SSM
Petroleum
D&SP
Energy Coal
Aluminium
Iron Ore
Base Metals
Met Coal
Manganese
CSG
2008
Execution
Pyrenees
Samarco
Neptune
Shenzi
WA Iron Ore
RGP 4
NWS
T5
Alumar
Atlantis
North
Yabulu
Klipspruit
Kipper
GEMCO
Zamzama
Phase 2
2013
Feasibility
Guinea
Alumina
Worsley
E&G
Perseverance
Deeps
Navajo
Sth
Maruwai
Stage 1
Douglas-
Middelburg
NWS Nth
Rankin B
Bakhuis
Maruwai
Stage 2
Mt Arthur
Coal UG
Future Options
Cliffs
Newcastle
Third Port
NWS
Angel
Scarborough
Samarco
4
Nimba
Ekati
Canadian
Potash
Thebe
Browse
LNG
WA Iron Ore
Quantum 2
CW Africa
Exploration
GEMCO
Exp
CMSA
Pyro
Expansion
Olympic Dam
Expansion 1
CMSA Heap
Leach 2
Olympic Dam
Expansion 2
Olympic Dam
Expansion 3
Angola
& DRC
Caroona
WA Iron Ore
RGP 5
SA Mn
Ore Exp
Corridor
Sands I
WA Iron Ore
Quantum 1
MKO
Talc
Gabon
Macedon
Turrum
Neptune
Nth
CMSA Heap
Leach 1
Knotty
Head
NWS CP
Wards
Well
RBM
Daunia
Peak Downs
Exp
Shenzi
Nth
Maya
Nickel
DRC
Smelter
Mad Dog
SWR
KNS
Exp
Cannington
Life Ext
Hallmark
Blackwater
UG
NWS
WFG
Kennedy
Escondida
3rd Conc
Goonyella
Expansions
Kipper
Ph 2
Resolution
Corridor
Sands II
Saraji
Puma
Cerrejon
Opt Exp
Angostura
Gas
Eastern
Indonesian
Facility
Red Hill
UG


Slide 25
5 March 2008
Slide 25
5 March 2008
…in a changing global corporate framework
Norilsk
China mining
companies
BHP Billiton
Rio Tinto
Xstrata
Rusal
Anglo
Source: Location of bubbles are indicative only of each company’s head office location.
Vale


Slide 26
5 March 2008
Slide 26
5 March 2008
BHP Billiton’s offer for Rio Tinto –
unlocking value


Slide 27
5 March 2008
Combined entity will have a unique portfolio of tier 1 assets
Highly complementary large-scale, low-cost, long-life assets
Strengthened asset portfolio and superior future growth options
Unparalleled
exposure
to
overlapping
mineral
basin
positions
and
infrastructure
Optimisation
of production efficiencies
Delivery of more volume, faster, to customers
Enhanced earnings through quantified synergies and benefits of combination
Broader stakeholders will benefit (customers, communities, employees)
A
natural
fit
common
strategies,
heritage,
culture
and
values
Slide 27
5 March 2008
Unlocking value: Why a combination with Rio Tinto?
1
2
3
4
5


Slide 28
5 March 2008
Slide 28
5 March 2008
Top 10 companies in the world by market capitalisation
(As at 29-Feb-2008, US$bn)
Source: Datastream.
a)
Based
on
BHP
Billiton
Ltd
and
BHP
Billiton
Plc
closing
share
prices
on
29-Feb-2008
and
assuming
BHP
Billiton
acquires
100%
of
the
shares
in
Rio
Tinto
Ltd
and
Rio
Tinto
plc
based
on
its
current
offer,
before
any
share buyback.
Creating a natural resources “super-major”
0
100
200
300
400
500
600
Petrochina
Exxon Mobil
BHP Billiton +
Rio Tinto (a)
General
Electric
China Mobile
Gazprom
ICBC
Microsoft
At&T
BP


Slide 29
5 March 2008
Slide 29
5 March 2008
In summary
A strong resources sector is fundamental to Australia’s economic prosperity
The global resources industry is undergoing extraordinary change
Standalone, BHP Billiton has a bright future
The offer for Rio Tinto has the potential to enhance this by creating a company that is
unique in character, capable of delivering superior returns for its shareholders and an
Australian champion on the global stage
The terms of the offer reflect a good deal for both companies’
shareholders
The process has a long time to run –
an offer document is not expected to be posted to
shareholders until late 2008 following BHP Billiton completing the necessary anti-trust and
other regulatory processes
You do not have to decide anything now, but I encourage you to listen to the arguments
and think about them so that you are well prepared when the time
comes to make a
decision


Slide 30
5 March 2008
Slide 30
5 March 2008
Legitimate questions
Assuming a satisfactory regulatory outcome, Rio Tinto shareholders will be faced
with 2 choices:
Accept BHP Billiton’s offer, which is priced at a 45% premium to the pre-
approach trading valuations of the two companies; or
Reject BHP Billiton’s offer
Rio Tinto shareholders will have 2 legitimate questions to ask of their Board
On what grounds can you justify rejecting the 45% premium value uplift
implied by BHP Billiton’s offer?
How does the Rio Tinto Board propose to deliver to its shareholders the
value of the implied premium and the pro-rata share of the combination
benefits that shareholders may forego by the Rio Tinto Board refusing to
engage with BHP Billiton?
Remember this is about relative value not absolute value.


Slide 31
5 March 2008