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 Alex Vanselow, Chief Financial Officer, BHP Billiton to the Securities & Derivatives Industry Association on May 23, 2008.

Securities & Derivatives Industry Association
Alex Vanselow, Chief Financial Officer
May 2008
Securities & Derivatives Industry Association
Alex Vanselow, Chief Financial Officer
May 2008
BHP Billiton –
Strength, Stability and Growth
BHP Billiton –
Strength, Stability and Growth

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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 BHP Billiton's offers for
Rio Tinto Limited and Rio Tinto plc (“Rio Tinto”). 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 its contents 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.
This
presentation
is
directed
only
at
persons
who
(i)
are
persons
falling
within
Article
49(2)(a)
to
(d)
("high
net
worth
companies,
unincorporated
associations
etc.")
of
the
Financial
Services
and
Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) have professional experience in matters relating to investments falling within Article 19(5) of the Order or
(iii) are outside the United Kingdom (all such persons being referred to as "relevant persons").  This presentation must not be acted on or relied on by persons who are not relevant persons.
Certain
statements
in
this
presentation
are
forward-looking
statements.
The
forward-looking
statements
include
statements
regarding
contribution
synergies,
future
cost
savings,
the
cost
and
timing of development projects, future production volumes, increases in production and infrastructure capacity, the identification of additional mineral Reserves and Resources and project lives
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 (the "SEC"), including BHP Billiton's Annual
Report on Form 20-F for the fiscal year-ended June 30, 2007, and Rio Tinto’s filings with the SEC, including Rio Tinto’s Annual Report on Form 20-F for the fiscal year-ended December 31,
2007, 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.

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Disclaimer
(continued)
None
of
the
statements
concerning
expected
cost
savings,
revenue
benefits
(and
resulting
incremental
EBITDA)
and
EPS
accretion
in
this
presentation
should
be
interpreted
to
mean
that
the
future
earnings
per
share
of
the
enlarged
BHP
Billiton
group
for
current
and
future
financial
years
will
necessarily
match
or
exceed
the
historical
or
published
earnings
per
share
of
BHP
Billiton, and the actual estimated cost savings and revenue benefits (and resulting EBITDA enhancement) may be materially greater or less than estimated.
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
(the
“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
Limited
Shares
BHP
Billiton
Limited
is
not
required
to,
and
does
not
plan
to,
prepare
and
file
with
the
SEC
a
registration
statement
in
respect
of
the
Rio
Tinto
Limited
Offer.
Accordingly,
Rio
Tinto
Limited
shareholders
should
carefully
consider
the
following:
The
Rio
Tinto
Limited
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
Limited
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
judgment.
You
should
be
aware
that
BHP
Billiton
may
purchase
securities
of
either
Rio
Tinto
plc
or
Rio
Tinto
Limited
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.

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BHP Billiton –
Strength, Stability and Growth
•
Today: The world’s leading diversified mining company
•
Our past: A proven track record
•
Our future: The outlook is exciting
•
The offer for Rio Tinto

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Today: The world’s leading diversified mining company

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A
diversified
global
portfolio
Aluminium
Base Metals
Diamonds & Specialty Products
Energy Coal
Iron Ore
Manganese
Metallurgical Coal
Petroleum
Stainless Steel Materials
Offices
Note: Location of dots indicative only
Stainless Steel Materials
#3 global nickel producer
Iron Ore
#3 global supplier
of seaborne iron ore
Manganese
#1 global supplier of
seaborne manganese ore
Metallurgical Coal
#1 global supplier of seaborne
traded metallurgical coal
Base Metals
#3 global producer of copper, silver and lead
Aluminium
#4 global producer of bauxite and #4 aluminium
company based on net third party sales
Energy Coal
#4 global supplier of seaborne
export thermal coal
Petroleum
A significant oil and gas exploration
and production business
Diamonds & Specialty Products
EKATI Diamond Mine is one of the world’s
largest gem quality diamond producers.

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The world’s largest diversified natural resources company
Sources: Bloomberg, Datastream.
a)
Rio Tinto undisturbed market cap as at 31-Oct-2007.
Top 10 metals and mining companies
(Market capitalisation as at 18-Apr-2008, US$bn)
Vale
Rio Tinto (a)
China
Shenhua
Anglo
American
Xstrata
Norilsk
Nickel
Freeport
McMoRan
Anglo
Platinum
Barrick
Gold
BHP Billiton
0
60
120
180
240
Australian head office
Non-Australian head office

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Led by an experienced management team
Notes:
a)
Andrew Mackenzie’s appointment to BHP Billiton was announced on 20-Nov-2007, he has not yet commenced his new role at BHP Billiton. He previously worked at Rio Tinto where he was Chief Executive,
Diamonds and Industrial Minerals.
Chairman and Chief Executive Officer
Group Management Committee
Don Argus
Chairman
•
Chairman of BHP Billiton
Group since June 2001
•
Chairman of BHP Limited
since April 1999
Marius Kloppers
Chief Executive Officer
•
15 years resources
experience
•
15 years at BHP Billiton
Marcus Randolph
Chief Executive Ferrous and Coal
•
31 years resources experience
•
9 years at BHP Billiton
•
Previously worked at Rio Tinto
Alex Vanselow
Chief Financial Officer
•
19 years resources experience
•
19 years at BHP Billiton
Karen Wood
Chief People Officer
•
7 years resources experience
•
7 years at BHP Billiton
Michael Yeager
Chief Executive Petroleum
•
27 years resources experience
•
2 years at BHP Billiton
Alberto Calderon
Chief Commercial Officer
•
9 years resources experience
•
2 years at BHP Billiton
Andrew Mackenzie
(a)
Chief Executive Non Ferrous
•
30 years resources experience
•
Yet to start at BHP Billiton
•
Previously worked at Rio Tinto

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Maintaining our commitment to our core strategy
•
Large, low-cost, expandable assets
•
Focus on the extraction of upstream natural resources
•
Portfolio diversified by commodity, customer and geography
reducing the volatility of cash flows
•
Maintenance of a deep diversified inventory of growth options
•
Focus on export orientated products
•
Overriding commitment to ethics, safety, environmental
practice and community engagement
•
Employer of choice, and a preferred partner for countries and
customers

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A unique diversified portfolio balanced across high margin
commodities
Underlying EBITDA
(CY2007, 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.
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%)
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

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Overriding commitment to ethics, safety, environmental
practice and community engagement
•
Sustainable development is fundamental to our success
•
Our licence to operate depends on responsibly operating our
business:
–
A track record of being valued by our communities will
contribute to us being considered a ‘company of choice’
by
governments, business partners and communities
–
Improves the ability to attract and retain a skilled and
motivated workforce
–
Our
reputation
as
an
ethical,
responsible
business
will
assist
in our ability to attract capital
•
2007 sustainability report available on our website
www.bhpbilliton.com/bb/sustainableDevelopment.jsp
We aim to be a business that creates a positive legacy

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Our past: A proven track record

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BHP Billiton invested in growth early to meet demand
Completed projects
(US$bn)
Source: BHP Billiton and Rio Tinto annual and half-yearly reports.
Note: Total represents capital expenditure on completed projects.
1.0
2.1
3.9
13.1
14.6
16.0
22.7
7.2
FY2002
FY2003
FY2004
FY2005
FY2006
FY2007
FY2008YTD
Historical completed projects
WMC acquisition
Completed projects in financial year
Rio Tinto cumulative completed projects
FY2002
Antamina
Typhoon
Tintaya Oxide
FY2003
Escondida Phase IV
San Juan UG
Bream Gas Pipeline
Mozal 2
Zamzama
FY2004
WAIO - Area C
Mt Arthur North
Hillside 3
Ohanet
Cerrejon Zona Norte
WAIO - Prod & Cap Exp
WAIO Acc Exp
FY2005
NWS Train 4
ROD
GOM
WAIO RGP1
Mad Dog
Minerva
Angostura
Panda UG
Dendrobium
BMA Phase 1
FY2006
Escondida Norte
Paranam
Worsley DCP
Escondida Sulphide
WAIO RGP2
FY2007
Spence
BMA Phase 2
Blackwater Coal
FY2008
Genghis Khan
Atlantis South
Pinto Valley
Stybarrow
Koala UG
WAIO RGP3
Ravensthorpe
Yabulu

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Most developments have been executed to expectations,
wherever on the globe they are located
Notes:
a)
Selected
projects
>US$100m
and
managed
by
BHP
Billiton.
Excludes
petroleum
projects.
Performance
relative
to
initial
announced
US$
budget.
b)
BHP
Billiton
provided
the
latest
update
for
the
status
of
the
Ravensthorpe
project
at
the
announcement
of
its
full
year
2007
preliminary
results
on
22
August
2007.
At
that
time
the
expected
cost
was
212%
of
the
initial announced US$ budget and 136% of the initial target schedule.
Major minerals development projects
commissioned since July 2001
(a) (b)
0%
20%
40%
60%
80%
100%
120%
Mozal
2
Hillside 3
Escondida
Phase IV
Escondida
Norte
Escondida
Sulphide
Spence
Mount Arthur
North
MAC
& PACE
WAIO
RGP1
WAIO
RGP2
WAIO
RGP3
Ravensthorpe
Time
Over Budget
Behind
Schedule
Under
Budget
Ahead of
Schedule
Budget

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Delivering superior EPS growth for shareholders…
Earnings per share
(US$ per share)
Note:
BHP
Billiton’s
EPS
represents
reported
underlying
EPS
for
the
financial
year
ending
30-June.
EPS
in
FY2002
excludes
the
results
of
BHP
Billiton’s
Steel
business
which
was
demerged
in
July
2002.
US$ 0.31
US$ 0.31
US$ 0.56
US$ 1.06
US$ 2.34
FY2002
FY2003
FY2004
FY2005
FY2006
FY2007
50% CAGR
US$ 1.68

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…
and dividend growth, with 12 consecutive ordinary dividend
increases
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

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Creating considerable wealth for shareholders
BHP Billiton Ltd
(a)
(A$)
Source: Bloomberg, Iress.
a)
Dividends/distributions
assumes
that
the
dividends
are
reinvested
in
BHP
Billiton
Ltd.
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 372%
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 Reinvested(a)
Value of BHP Billiton Ltd Shares
Value at
28 June 2001
A$10,372
Value at
30 June 2003
A$9,098
Value at
30 June 2005
A$19,848
Value at
30 June 2007
A$39,727
Value at
30 June 2002
A$10,561
Value at
30 June 2004
A$13,445
Value at
30 June 2006
A$32,318
Value a
18 April 200
A$48,92

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Our future: The outlook is exciting

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Chinese growth is driving global materials demand
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.
a)
Consumption growth calculated based on the change in annual consumption between years ended 1997 and 2007, expect for Energy consumption which is based on the period between 1995 and 2006..
Change in global consumption
(%,
1997-2007
(a)
)
7 %
(2)%
(4)%
(14)%
57 %
7 %
16 %
50 %
36 %
96 %
88 %
64 %
Copper
Nickel
Seaborne Iron Ore
Energy

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...and industrialisation and urbanisation in China appears to
have a long way to go
Finished steel consumption
(kg/capita)
0
200
400
600
800
1,000
1,200
0
5,000
10,000
15,000
20,000
25,000
30,000
35,000
40,000
45,000
50,000
GDP/Capita (Jan 2008 Constant US Dollars)
China
Germany
India
Japan
Korea, Rep.
United States
Taiwan
Source: World Bank; Government Statistics for Taiwan; IISI

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0
500
1,000
1,500
2,000
2,500
3,000
3,500
4,000
4,500
5,000
5,500
FY02
H1 03
H2 03
H1 04
H2 04
H1 05
H2 05
H1 06
H2 06
H1 07
H2 07
H1 08
Base Metals
Iron Ore
SSM
Other
Sales to China currently represent 20% of
BHP Billiton’s revenue
BHP Billiton revenue from China
(US$m)
431
785
1,075
1,357
371
1,588
Europe
Japan
Other Asia
Nth America
China
ROW
Australia
2,407
2,946
3,611
3,999
5,293
5,013
BHP Billiton sales revenue geographical split
(H1 08, US$bn)

Slide 22
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India –
the journey has begun
GDP
(US$ billion)
BHP Billiton copper equivalent sales volume units
(a)
(100=FY2002 sales to China)
1996
2006
FY 2002
FY 2007
0
50
100
150
200
250
300
350
400
450
500
China
India
0
200
400
600
800
1,000
China
India
100%
Basis
Source:  World Bank, Focus Economics, BHP Billiton.
a)
Note:
Converted
to
copper
equivalent
units
using
BHP
Billiton
FY2007
average
realised
prices
and
BHP
Billiton
estimates.
Equity
Basis

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NWS Nth
Rankin B
Boffa/Santou
Refinery
2010
As at 29 February 2008
Proposed
capital expenditure
<$500m
$501m-$2bn
$2bn+
SSM
Energy Coal
D&SP
Iron Ore
Base Metals
Petroleum
Met Coal
CSG
Manganese
Aluminium
2008
Execution
Pyrenees
Samarco
Neptune
Shenzi
WA Iron Ore
RGP 4
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
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
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
CMSA Heap
Leach 2
NWS
T5
A deep diversified inventory of growth options, many of which
are brown field expansions

Slide 24
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BHP Billiton has an attractive growth profile of significant scale
0
2,000
4,000
6,000
8,000
10,000
12,000
14,000
CY07
CY08
CY09
CY10
CY11
CY12
(Copper Equivalent Tonnes '000s)
Production in copper equivalent tonnes
BHP Billiton
Rio Tinto
Note:
Copper
equivalent
units
calculated
using
BHP
Billiton
(BHPB)
estimates
for
BHPB
production;
Rio
Tinto
forecasts
for
Rio
Tinto’s
iron
ore,
copper,
alumina
and
aluminium
production
per
Rio
Tinto
presentation
13
May
2008,
with
Aluminium
forecast
adjusted
to
exclude
Coega
project
(BHPB
estimate).
BHPB
estimates
used
for
Rio
Tinto’s
production
in
other
commodities.
Production
volumes
exclude
Rio
Tinto
Alcan’s
Engineered
and
Packaging
operations,
Industrial
Minerals,
Lead
and
Zinc
businesses;
BHPB’s
Specialty
Products
operation;
all
bauxite
production.
All
energy
coal
businesses
are
included.
Alumina
volumes
reflect
only
tonnes
available
for
external
sale.
Conversion
of
production
forecasts
to
copper
equivalent
units
completed
using
long
term
consensus
price
forecasts,
plus
BHPB
assumptions
for
diamonds,
domestic
coal
and
manganese.
Rio
Tinto’s
CY07
production
volumes
include
pro-forma
full
year
Alcan
alumina
and
aluminium
as
per
12
March
2008
announcement.
Estimated &
unrisked
BHB Billiton
Rio Tinto

Slide 25
0
100
200
300
400
500
600
700
JFY2003
JFY2004
JFY2005
JFY2006
JFY2007
JFY2008
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Example: Carbon steel materials
Diversified exposure to steel demand growth
•
BHP Billiton has leading global positions in the three core raw materials for steel production
–
#1 global supplier of seaborne traded metallurgical coal
–
#3 global supplier of seaborne iron ore
–
#1 global supplier of seaborne manganese ore
•
With significant future production growth expected
Note:
Historical
nominal
prices
based
on
Japanese
financial
year
benchmarks
beginning
April
of
relevant
year.
Lines
shown
in
graph
represent
the
low
of
the
percentage
increase
over
JFY2007
prices.
a)
Metallurgical
coal
based
on
Peak
Downs
Hay
Point
FOB.
JFY2008
forecast
prices
calculated
based
on
206-240%
increase
above
JFY2007
benchmark
–
per
BHP
Billiton
announcement
9-Apr-2008.
b)
Manganese
based
on
GEMCO
lump
ore
contract
FOB.
JFY2008
prices
based
on
recent
manganese
spot
price
settlement
reported
in
the
Tex
Report
on
12-Feb-2008.
c)
Iron
ore
based
on
benchmark
FOB
prices.
JFY2008
forecast
prices
calculated
based
on
65-71%
increase
above
JFY2007
benchmark
–
per
Vale
settlement
for
Itabira
fines.
Indexed historical commodity price movement
(100 = JFY2003)
JFY2008: +206-240%
Manganese
(b)
Iron
Ore
(c)
Metallurgical
Coal
(a)
JFY2008: +408%
JFY2008: +65-71%

Slide 26
Example: Petroleum
An E&P player with the power and reach of a super-major
Market capitalisation
(US$ bn
April 2007)
•
Credibility and stature that Petroleum could not
secure in its own right
•
A unique offer to major resource holder
governments, NOC’s
and other potential partners
–
The
corporate
stature
and
financial
strength
of
an oil super-major
–
A
strong
track
record
in
building
and
operating
major resource projects
–
Our domicile is of lower political sensitivity
•
Balance sheet strength supports investment in
large scale development projects
•
Forecast volume growth of ~10% CAGR to FY11,
underpinned by projects in execution
•
Oil price environment expected to remain robust,
excellent
fiscal
regimes
–
captures
full
upside
•
LNG market major shift in demand-supply
fundamentals and crude price linkages
•
LNG contract reopeners are leading to large price
increases -
tied to crude
0
50
100
150
200
250
Murphy Oil Corp
Nexen
Talisman
Canadian Oil
OMV AG
Petro-Canada
Chesapeake
Hess
PTT
Anadarko
EOG Resources
XTO Energy
Marathon
Husky Energy
Woodside
Canada Natural
Apache
Repsol YPF
Suncor Energy
Devon Energy
Imperial Oil
Encana
Occidental
BG Group
Statoilhydro
Conocophillips
ENI
Chevron
Total
BP
BHP Billiton
Royal Dutch
Exxon Mobil
Integrated
E&P
(1)
Source: Bloomberg.
Note: Exxon Mobil US$452bn.

Slide 27
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The offer for Rio Tinto

Slide 28
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Overlapping mineral basin positions. US$3.7bn of synergies
Selected existing BHP Billiton and Rio Tinto assets, projects and concessions.

Slide 29
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Summary of the offer for Rio Tinto
•
BHP Billiton has made a pre-conditional offer for Rio Tinto, it will be capable of acceptance by
shareholders following regulatory approvals
•
The offer is being made direct to the shareholders of Rio Tinto
•
Rio Tinto shareholders are being offered 3.4 BHP Billiton shares
for every Rio Tinto share held
•
The 3.4:1 offer represents a material 45%
(a)
premium
•
The offer is conditional on more than 50% acceptances of the publicly held shares in Rio Tinto
plc and Rio Tinto Ltd
•
BHP Billiton has conducted global roadshows speaking to the major shareholders of BHP
Billiton and Rio Tinto which has confirmed that shareholders have a clear understanding of the
compelling industrial logic of the deal
•
BHP Billiton believes this offer is compelling for Rio Tinto shareholders, and value enhancing
for BHP Billiton shareholders –
and it makes even more sense if you own both
Notes:
a)
Based on the volume weighted average market capitalisation of Rio Tinto and BHP Billiton for the month prior to BHP Billiton’s approach to the Rio Tinto Board on 1-Nov-2007.

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BHP Billiton and Rio Tinto’s share prices have been strongly
correlated, with BHP Billiton outperforming
BHP
Billiton
Ltd
and
Rio
Tinto
Ltd
TSR
(a)
(Index: Jun-2001 = 100)
BHP
Billiton
Ltd
vs
Rio
Tinto
Ltd
relative
performance
(b)
(Price performance relative to Jun-2001 = 100)
Source: IRESS.
a)
For
the
period
29-Jun-2001
to
31-Oct-2007.
Total
Shareholder
Return
(“TSR”)
calculated
as
the
increase
in
share
value
including
dividends
reinvested
at
the
date
of
receipt.
Assumes
Bluescope
Steel
shares
received by BHP Billiton Ltd shareholders in July 2002 were immediately sold with proceeds reinvested in BHP Billiton Ltd.
b)
For the period 29-Jun-2001 to 31-Oct-2007.
0
100
200
300
400
500
600
Jun-01
May-02
Apr-03
Mar-04
Jan-05
Dec-05
Nov-06
Oct-07
Rio Tinto
CAGR 24%
BHP Billiton
CAGR 30%
0
100
200
300
400
500
0
100
200
300
400
500
Rio Tinto Indexed Share Price Performance

Slide 31
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3.4:1 represents a 45% premium
Source:  Datastream
(as of 18-Apr-08).
a)
Exchange
ratio
assumes
100%
BHP
Billiton
Ltd
shares
for
each
Rio
Tinto
Ltd
share
and
BHP
Billiton
shares
for
each
Rio
Tinto
plc
share
consisting
of
80%
BHP
Billiton
Plc
shares
and
20%
BHP
Billiton
Ltd
shares.
b)
Pre-approach
share
exchange
ratio
represents
the
period
between
Rio
Tinto
offer
for
Alcan
(12-Jul-2007)
and
BHP
Billiton’s
approach
to
the
Rio
Tinto
Board
(01-Nov-2007).
Shares
outstanding
as
of
31-Oct-2007.
c)
Based
on
the
volume
weighted
average
market
capitalisation
of
Rio
Tinto
and
BHP
Billiton
for
the
month
prior
to
BHP
Billiton’s
approach
to
the
Rio
Tinto
Board
on
1-Nov-2007.
Rio Tinto vs
BHP Billiton historical share exchange ratio
(a)
2.2 : 1
2.4 : 1
2.6 : 1
2.8 : 1
3.0 : 1
3.2 : 1
3.4 : 1
3.6 : 1
Jul-2007
Aug-2007
Sep-2007
Oct-2007
Nov-2007
Dec-2007
Jan-2008
Feb-2008
Mar-2008
Apr-2008
Pre approach fair value exchange ratio
12-Nov-2007
BHP Billiton's proposal
06-Feb-2008
BHP Billiton's offer for Rio Tinto
(b)
45%
premium
(c)

Slide 32
3.4:1 offer represents a 45% premium
Rio Tinto vs
BHP Billiton historical share exchange ratio
(a)
Source:  Datastream
(as of 18-Apr-08), IRESS (as of 2-May-08).
a)
Exchange
ratio
assumes
100%
BHP
Billiton
Ltd
shares
for
each
Rio
Tinto
Limited
share
and
BHP
Billiton
shares
for
each
Rio
Tinto
plc
share
consisting
of
80%
BHP
Billiton
Plc
shares
and
20%
BHP
Billiton
Ltd
shares.
b)
Pre-approach
share
exchange
ratio
represents
the
period
between
Rio
Tinto
offer
for
Alcan
(12-Jul-2007)
and
BHP
Billiton’s
approach
to
the
Rio
Tinto
Board
(01-Nov-2007).
Shares
outstanding
as
of
31-Oct-2007.
c)
Based
on
the
volume
weighted
average
market
capitalisation
of
Rio
Tinto
and
BHP
Billiton
for
the
month
prior
to
BHP
Billiton’s
approach
to
the
Rio
Tinto
Board
on
1-Nov-2007.
Rio Tinto Limited share price vs
offer price
(A$)
110
115
120
125
130
135
140
145
150
155
Feb-2008
Mar-2008
Apr-2008
May-2008
Rio Tinto Limited share price
Offer price
$138.2
$147.63
Rio Tinto Limited
discount to offer price: 6.3%
2.2 : 1
2.4 : 1
2.6 : 1
2.8 : 1
3.0 : 1
3.2 : 1
3.4 : 1
3.6 : 1
Jul-2007
Aug-2007
Sep-2007
Oct-2007
Nov-2007
Dec-2007
Jan-2008
Feb-2008
Mar-2008
Apr-2008
Pre approach fair value exchange ratio
12-Nov-2007
BHP Billiton's proposal
06-Feb-2008
BHP
Billiton's
offer
for
Rio
Tinto
(b)
45%
premium
(c)

Slide 33
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Conclusion –
Strength, stability and growth
•
The core strategy remains unchanged
•
Focused on producing volumes from low cost assets
•
BHP Billiton on a standalone basis has a bright future
•
A combination of BHP Billiton and Rio Tinto can generate
substantial additional value for shareholders –
we are a
natural fit
•
In addition to the synergies, combining the two would create
a company that is:
–
Unique in character;
–
Capable of delivering superior returns for its shareholders;
and
–
An Australian champion on the global stage
•
BHP Billiton believes the terms of the Rio Tinto 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
•
The support of retail shareholders will be critical for the offer
to succeed

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Q&A’s

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Senior Executive Profiles

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Appendix: Marius Kloppers Profile
Marius Kloppers –
Chief Executive Officer
Age:
46
Professional qualifications:
•
BE (Chem), MBA, PhD (Materials Science)
•
Bachelor of Chemical Engineering (University of Pretoria (South Africa))
•
PhD from Massachusetts Institute of Technology (MIT) (USA)
•
MBA from Insead (France)
Previous BHP Billiton positions:
•
Group President, Non-Ferrous Materials
•
Chief Commercial Officer
•
Chief Marketing Officer
•
Prior to the formation of BHP Billiton, other positions held included:
–
Group Executive of Billiton Plc (coal and manganese)
–
Chief Executive Samancor Manganese
–
Chief Operating Officer, Aluminium
–
General Manager, Hillside Aluminium
–
Variety of operating and functional roles in the Aluminium business
Other BHP Billiton roles:
•
Played a central role in the merger of BHP and Billiton
•
Led the team working on BHP Billiton’s acquisition of WMC
Other work experience:
•
McKinsey & Co –
management consultant (The Netherlands)
•
Sasol –
petrochemicals (South Africa)
•
Mintek –
materials research (South Africa)
Residence:
•
Melbourne, Australia

Slide 37
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Appendix: Alex Vanselow
Profile
Alex Vanselow
–
Chief Financial Officer
Age:
45
Professional qualifications:
BComm, Wharton AMP
Previous BHP Billiton positions:
Alex Vanselow
joined the Group in 1989 and was appointed President Aluminium in
March
2004
and
appointed
Chief
Financial
Officer
in
March
2006.
He
was
previously
Chief
Financial
Officer
of
Aluminium,
Vice
President
Finance
and
Chief
Financial
Officer
of
Orinoco
Iron
CA
and
Manager
Accounting
and
Control
BHP
Iron
Ore. 
He is currently a member of the Group Management Committee and Chairman of the
Investment Review Committee and Financial Risk Management Committee.
Other work experience:
Arthur Andersen
Residence:
Melbourne, Australia

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