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 and Karen Wood, Chief People Officer, BHP Billiton on June 11, 2008.

Citi Smith Barney -
Special Company Presentation
Alex Vanselow, Chief Financial Officer
Karen Wood, Chief People Officer
June 2008
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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)
No
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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With a global portfolio diversified by geography and
commodity…
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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Creating 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 30-May-2008, US$bn)
Vale
Rio Tinto (a)
Anglo
American
Xstrata
Norilsk
Nickel
Freeport
McMoRan
Anglo
Platinum
Barrick
Gold
China
Shenhua
BHP Billiton
0
60
120
180
240
Australian head office
Non-Australian head office

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To deliver our strategy at scale we need a simple,
accountable organisation
•
Corporate centre focuses on the strategic direction of
the company and minimising corporate risks
•
Ensures delivery of key directives including Zero
Harm, reputation & ethics
•
Monitors and measures business performance
Corporate Centre
(Board and GMC)
•
Responsible for managing operations and delivering
efficiency
•
Delivers key directives
•
Plans and delivers down to EBIT level
Business Units
(Customer Sector Groups)

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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
•
Focus on Tier 1 assets that are large, low-cost and expandable
•
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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With an 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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Our business today…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.  FY2002 EBITDA number are presented in accordance with UK GAAP whereas CY2007 is based on IFRS (so underlying EBITDA).
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%)

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A track record of investing 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

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
30 May 200
A$50,17
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Creating considerable wealth for our shareholders
BHP Billiton Ltd
(a)
(A$)
Source:
Bloomberg,
Iress
as
at
30-May-2008.
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 384%

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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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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
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...and industrialisation and urbanisation in China appears to
have a long way to go
Finished steel consumption
(kg/capita)
Note: the shape of the arrow shows the general trend among countries for finished steel consumption as GDP per capita increases and is not to scale”
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 represents 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)

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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
Equity
Basis
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.

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BHP Billiton has a deep diversified inventory of growth options,
many of which are brownfield
expansions
Boffa/Santou
Refinery
2010
As at 2 May 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
Alumar
Atlantis
North
GEMCO
Zamzama
Phase 2
2013
Feasibility
Guinea
Alumina
Perseverance
Deeps
Maruwai
Stage 1
Douglas-
Middelburg
Mt Arthur
Coal UG
Future Options
Cliffs
NWS
Angel
Ekati
Canadian
Potash
Angola
& DRC
WA Iron Ore
RGP 5
WA Iron Ore
Quantum 2
Turrum
CMSA Heap
Leach 1
NWS
CWLH
DRC
Smelter
KNS
Exp
Hallmark
Corridor
Sands 1
Puma
Cerrejon
Opt Exp
NWS
T5
Navajo
Sth
Bakhuis
Maruwai
Stage 2
WA Iron Ore
RGP 4
Kipper
Antamina
Exp
Corridor
Sands 2
RBM
Olympic Dam
Expansion 2
Saraji
Thebe
Eastern
Indonesian
Facility
NWS
WFGH
Escondida
3rd Conc
GEMCO
Exp
Samarco 4
Shenzi
Nth
MKO
Talc
Scarborough
Caroona
Newcastle
Third Port
Worsley
E&G
WA Iron Ore
Quantum 1
CW Africa
Exploration
Goonyella
Expansions
Klipspruit
NWS Nth
Rankin B
Macedon
Nimba
Olympic Dam
Expansion 3
Maya
Nickel
Browse
LNG
CMSA
Pyro Expansion
Olympic Dam
Expansion 1
CMSA Heap
Leach 2
Red Hill
UG
Blackwater
UG
Cannington
Life Ext
SA Mn
Ore Exp
Knotty
Head
Angostura
Gas
Daunia
Peak Downs
Exp
Gabon
Resolution
Neptune
Nth
Wards
Well
Mad Dog
West
Kennedy

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0
100
200
300
400
500
600
700
JFY2003
JFY2004
JFY2005
JFY2006
JFY2007
JFY2008
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With full 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
*
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)
*
Indexed historical commodity price movement
(100 = JFY2003)
JFY2008: +206-240%
Manganese
(b)
Iron Ore
(c)
Metallurgical Coal
(a)
JFY2008: +408%
JFY2008: +65-71%

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The offer for Rio Tinto

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

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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 and posting of offer
documents
•
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 45%
(a)
premium
•
The offer is conditional on more than 50% acceptances of the publicly held shares in each of
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
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
of
29-Jun-2001
to
31-Oct-2007
to
exclude
any
takeover
premium
in
Rio
Tinto's
share
price
and
the
increased
correlation
in
share
prices
following
the
approach
by
BHP
Billiton
to
Rio
Tinto
on
31-Oct-2007 to the current date."]
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

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
May-2008
Pre approach fair value exchange ratio
12-Nov-200
BHP Billiton's proposa
06-Feb-200
BHP Billiton's offer for Rio Tint
(b)
45%
premium
(c
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The offer for Rio Tinto of 3.4:1 represents a 45% premium
Rio Tinto vs BHP Billiton historical share exchange ratio
(a)
Source:  Datastream and IRESS (as at 30-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
120
130
140
150
160
Feb-2008
Mar-2008
Apr-2008
May-2008
Rio Tinto Limited share price
Offer price
$138.0
$147.9
Rio Tinto Limited
discount to offer price: (7.2)%

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Conclusion –
Strength, stability and growth
•
BHP Billiton on a standalone basis has a bright future
•
The core strategy remains unchanged
•
Focused on producing volumes from low cost assets
•
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

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Questions and Answers

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Senior Executive Profiles

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Appendix: Alex Vanselow Profile
Alex Vanselow –
Group Executive and 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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Appendix: Karen Wood Profile
Karen Wood –
Group Executive and Chief People Officer
•
General Counsel and Company Secretary, Bonlac Foods
Other work experience:
Age:
52
Professional qualifications:
•
B Law (Hons), Monash University
•
BEd , Melbourne State College
Previous BHP Billiton positions:
•
Chief Governance Officer
•
Group Company Secretary
•
Special Advisor and Head of Group Company Secretariat
•
Company Secretary
Residence:
•
Melbourne, Australia

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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