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 an investor presentation that was given by Don Argus, Chairman, BHP Billiton on May 8, 2008.

May 2008
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 –
we are 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 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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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 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.
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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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
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%

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…with Petroleum as a key business
Petroleum EBIT contribution to BHP Billiton
Source :
BHP Billiton 2008.
Notes: 
Results are presented in accordance with AGAAP prior to June 2000, UK GAAP from June 2000 until June 2004, and then IFRS from June 2005 onwards.
BHPB Billiton changed year ends from May to June in 2000, therefore the results for June 2000 represent a 13 month period.
All numbers are presented in US millions.  Where translations have been made, the year end Exchange Rate (AUD/USD) referenced from Reserve Bank of Australia has been used.
(US$ ‘000)
0
500
1,000
1,500
2,000
2,500
3,000
3,500
1985
1986
1987
1988
1989
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007

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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

Slide 16
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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

Slide 17
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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 our 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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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
Chinese growth is driving global materials demand…
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 22
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...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 23
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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)

Slide 24
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India –
the journey has begun
0
1,000
2,000
3,000
4,000
5,000
India
China
Gross domestic product (US$bn)
0
Gross domestic product (US$ bn)
1996
2006
200
400
600
800
1,000
China
India
Source:  International Monetary Fund, World Bank, Focus Economics, BHP Billiton.

Slide 25
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
Klipspruit
GEMCO
Zamzama
Phase 2
2013
Feasibility
Guinea
Alumina
Worsley
E&G
Perseverance
Deeps
Maruwai
Stage 1
Douglas-
Middelburg
Mt Arthur
Coal UG
Future Options
Cliffs
Newcastle
Third Port
NWS
Angel
Nimba
Ekati
Canadian
Potash
WA Iron Ore
Quantum 1
CW Africa
Exploration
Angola
& DRC
WA Iron Ore
RGP 5
WA Iron Ore
Quantum 2
Macedon
Turrum
CMSA Heap
Leach 1
NWS
CWLH
Peak Downs
Exp
DRC
Smelter
Mad Dog
West
KNS
Exp
Hallmark
Corridor
Sands 1
Puma
Cerrejon
Opt Exp
Angostura
Gas
NWS
T5
Our deep diversified inventory of growth options, many of
which are brown field expansions
Navajo
Sth
Bakhuis
Maruwai
Stage 2
NWS Nth
Rankin B
WA Iron Ore
RGP 4
Kipper
Antamina
Exp
Goonyella
Expansions
Olympic Dam
Expansion 3
Corridor
Sands 2
Knotty
Head
Maya
Nickel
Gabon
Daunia
RBM
Olympic Dam
Expansion 2
Browse
LNG
Resolution
Saraji
Thebe
CMSA
Pyro
Expansion
Cannington
Life Ext
SA Mn
Ore Exp
Wards
Well
Eastern
Indonesian
Facility
NWS
WFGH
Blackwater
UG
Olympic Dam
Expansion 1
CMSA Heap
Leach 2
Escondida
3rd Conc
Red Hill
UG
GEMCO
Exp
Samarco 4
Shenzi
Nth
Neptune
Nth
MKO
Talc
Scarborough
Caroona
Kennedy

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The offer for Rio Tinto

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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
1
2
3
4
5
Unlocking value: Why a combination with Rio Tinto?
Slide 27

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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.
3
6
35
36
2
4
5
7
8
10
11
12
9
14
16
15
19
20
21
22
23
18
17
24
25
26
27
28
29
3230
30
31
34
33
38
39
40
41
34
35
36
39
14
16
37
38
40
21
20
3
11
10
12
45
29
31
19
4
6
7
23
2
22
28
24
26
18
8
9
41
5
27
33
32
43
44
15
1
37
42
45
46
49
47
48
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
13
BHP Billiton
Rio Tinto
1
Ekati and Diavik
48
26
Ekati
Diavik
Resolution, Pinto Valley
and Kennecott
48
26
Pinto Valley
Resolution
26
Kennecott
Mineral Sands
48
Corridor Sands
48
26
26
QMM
WA
Iron Ore
Port Hedland
Dampier
Cape Lambert
48
Mt Goldsworthy
48
48
48
Mining Area C
Yandi
26
Hamersley IO
26
Robe River
Mt Newman
Hunter
Valley
Coal
26
26
26
26
26
48
Mt Thorley
Warkworth
Hunter Valley Ops
Mt Arthur Coal
Bengalla
Mt Pleasant
Joint
Broadmeadow
Queensland
Coal
Gladstone
Hay Point
Goonyella
Riverside
Dalrymple
48
Blackwater
48
Gregory
26
Kestrel
48
Norwich
Park
48
Saraji
48
Peak Downs
26
Blair Athol
48
48
48
48
48
26
Hail Creek
South
Water Creek
Poitrel
26
24

Slide 29
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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
(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-200
BHP Billiton's proposa
06-Feb-200
BHP Billiton's offer for Rio Tint
(b)
45%
premium
(c)

Slide 30
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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.

Slide 31
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Indicative timetable
2007
2008
Offer
Event
Nov
Dec
Jan
Feb
Mar
Apr
May
Jun
Jul
Aug
Sep
Oct
Nov
Dec
Day 0
(a)
Day 60
BHP Billiton announcement of
proposal to Rio Tinto
12-
Nov
BHP Billiton announcement of offers for all of
the outstanding shares of Rio Tinto
6-
Feb
Satisfaction of regulatory approval
pre-conditions
Posting of offer documents for Rio Tinto plc
offer and Rio Tinto Ltd offer to shareholders
Last date for fulfilment of greater than 50%
minimum acceptance condition in Rio Tinto plc
offer
Offer continues……..
Note:
a)
Date
for
Day
0
may
fall
in
2008
or
2009.
Timetable
is
indicative
only.
Second half of 2008
(within 28 days
after the
preconditions are
satisfied)

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Conclusion –
Strength, stability and growth
•
A strong resources sector is fundamental to Australia’s economic prosperity
•
The global resources industry is undergoing extraordinary change
•
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
•
The support of retail shareholders will be critical for the offer to succeed

Slide 33
Slide 33
Slide 33
Slide 33
•
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.
Legitimate questions for all shareholders
Slide 33

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Questions and Answers

Slide 35
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Senior Executive Profiles

Slide 36
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Appendix: Don Argus Profile
Don Argus –
Chairman
Term of office:
•
Chairman of BHP Billiton Limited and BHP Billiton Plc since June
2001
•
Chairman of BHP Limited since April 1999
•
Director of BHP Limited since November 1996
Other directorships and offices
(current and recent):
•
Director of Australian Foundation Investment Company Ltd
•
Board Member International Monetary Conference
•
Member of Advisory Committee to Australian Securities Commission
•
Member of Financial Sector Advisory Council
•
Member of the International Advisory Board of Allianz AG
•
Member
of
International
Advisory
Committee
to
the
New
York
Stock
Exchange
Board
of
Directors
•
Former
Chairman
of
Brambles
Ltd
(1999
-
2008)
and
Former
Director
(1999
-
2008)
•
Former
Director
of
Southcorp
Limited
(1999
-
2003)
•
Former
Director
Melbourne
2006
Commonwealth
Games
Pty
Ltd
(2000
-
2001)
•
Former
Managing
Director
and
CEO
of
the
National
Australia
Bank
Group
(1991
-
1999)
•
Former Chairman Australian Bankers Association and Australian Institute of Bankers
Distinctions and Awards
•
Officer of the Order of Australia (1998) in recognition of his services to banking and
finance, and his contributions to community and sporting organisations
•
Awarded the Centenary Medal (2003) for service to Australian society through business
•
Honorary
Degrees:
-
Monash
University
(Doctor
of
Laws)
-
Griffiths
University
(Doctor
of
the
University)
•
Harvard University Advanced Management Program Alumni 
Other:
•
Senior Fellow of the Financial Services Institute of Australasia
•
Fellow of Certified Practising Accountants
•
Co-Patron of Vision 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

Slide 38
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Slide 38