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 Marius Kloppers, Chief Executive Officer, BHP Billiton to the Melbourne Mining Club on June 23, 2008.


Melbourne Mining Club
Marius Kloppers
Chief Executive Officer, BHP Billiton
London, 23 June 2008


Slide 2
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
and
its
offer
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


Slide 3
Disclaimer (continued)
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.
No
statement
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.


Slide 4
Disclaimer (continued)
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.


Slide 5
Resourcing the future
Industry outlook and growth
BHP Billiton: strategy and approach
BHP Billiton: growth
Conclusion


Slide 6
Demand growth expected to continue
Finished steel consumption
(kg/capita)
Source:
World
Bank;
Government
Statistics
for
Taiwan;
IISI
GDP/Capita (Jan 2008 Constant US Dollars)
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
China
India
Japan
Korea, Rep.
United States
Taiwan


Slide 7
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
China's resource demand is not limited to steel
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)
Imported 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 8
Industry challenges
Demand
outstripping
supply
Shortage
of skilled
labour
Infrastructure
constraints
Rising
costs
Longer lead times
for delivery of
large scale projects


Slide 9
Sustainability: A core part of BHP Billiton
Sustainable development at every level is fundamental to our
success –
our licence to operate depends on the responsible
operation of all aspects of our business:
A strong track record of being valued by our communities
contributes to our objective of being considered a ‘company
of choice’
by governments, business partners and
communities
Our reputation as an ethical, responsible business will assist
in our ability to attract capital to continue to grow our
business
We aim to be a business that creates a positive legacy


Slide 10
Sustainable development in action


Slide 11
Technology: Creating smarter ways of working
Next generation copper bio-
leaching at Escondida
Detecting oil and gas from the sea
floor electromagnetic data
Ravensthorpe –
third generation
enhanced pressure acid leach
technology
Proprietary software delivering
maximum value at our Iron Ore
operations
Ni heap leaching facility NTC
New product development -
Coal, Iron Ore and Manganese


Slide 12
Resourcing the future
Industry outlook and growth
BHP Billiton: strategy and approach
BHP Billiton: growth
Conclusion


Slide 13
Maintaining our commitment to our core strategy
Focus on Tier 1 assets that are large,
low-cost, expandable and consistently
profitable
Upstream focus and export-oriented
commodities
A deep inventory of growth options
Portfolio diversified by commodity,
geography and customer
Overriding commitment to ethics, safety,
environment and community engagement
Employer of choice and a preferred
partner


Slide 14
Corporate Centre
Business Units
Corporate centre focuses on the things that matter
Ensures delivery of key directives including Zero
Harm, reputation & ethics
Monitors and measures business performance
Responsible for managing operations and delivering
efficiency
Delivers key directives
Plans and delivers down to EBIT level
A simple, effective organisation with global talent


Slide 15
A globally diversified workforce
Office location
GMC
…located in offices
across the world
Our leadership team
is diversified across
a wide range of
nationalities…
Business
Presidents


Slide 16
100
110
120
130
140
150
160
A strong track record of growth and delivery
Production Growth
2001-2007
(a)
(Index:
FY2001
production
=
100)
BHP Billiton Ltd
(b)
(Index:
Jun-2001 = 100)
4.2
31-Dec-02
23.0
31-Dec-03
28.3
31-Dec-04
51.0
31-Dec-05
13.3
31-Dec-06
85.2
31-Oct-07
(c)
%
Period
Ended
Total BHP    Shareholder
Return
(b)
FY05
FY04
FY03
FY07
FY02
FY06
BHP Billiton
CAGR 8%
Source: BHP Billiton production, interim and annual reports
a)
Production shown for the comparable 12 months ending 30-June for BHP Billiton. Converted to copper equivalent units using BHP Billiton FY2007 average realised prices and BHP Billiton estimates.
b)
Source: IRESS. As at 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. BHP Billiton Ltd TSR 30% CAGR, 433% cumulative growth
c)
31-Oct-07
is
the
last
undisturbed
trading
date
for
Rio
Tinto
prior
to
the
BHP
Billiton
proposal
BHP Billiton
CAGR 30%
0
100
200
300
400
500
600
Jun-01
Jul-02
Jul-03
Aug-04
Aug-05
Sep-06
Oct-07


Slide 17
Resourcing the future
Industry outlook and growth
BHP Billiton: strategy and approach
BHP Billiton: growth
Conclusion


Slide 18
Our portfolio is diversified and balanced across high
margin commodities
Underlying EBITDA
(12 months, US$bn)
Underlying EBITDA Margin
(a)
(CY2007, 12 months)
Note: Historical financial information has been restated for comparative purposes per note 1 of BHP Billiton’s half-year financial report for the half-year ended 31-Dec-2007. CY2007
represents the 12 months ending 31-Dec-2007. FY2002 EBITDA numbers are presented in accordance with UK GAAP whereas CY2007 is based on IFRS (so underlying EBITDA).
a) EBITDA margin excludes third party sales.
Iron Ore
75%
Manganese
Energy Coal
Metallurgical Coal
52%
52%
Diamonds and
Specialty Products
Base Metals
40%
43%
36%
Petroleum
70%
Stainless
Steel Materials
Aluminium
34%
23%
0
6,000
12,000
18,000
24,000
FY2002
CY2007
4,677
23,623
Iron Ore
Manganese
Met Coal
Petroleum
Energy Coal
Aluminium
Base Metals
Stainless
Steel
Diamonds & Specialty
Products
Non
ferrous
(56%)
Energy
(21%)
Carbon
Steel
Materials
(22%)


Slide 19
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 Tier 1 project growth pipeline is attractive
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


Slide 20
0
2,000
4,000
6,000
8,000
10,000
12,000
14,000
CY 07
CY 08
CY 09
CY 10
CY 11
CY 12
An attractive growth profile of significant scale
Copper Equivalent Tonnes '000
Production in copper equivalent tonnes
Source: BHP Billiton analysis.
Similar methodology as per Rio Tinto 13 February 2008 presentation on an unrisked basis.
CAGR 6.9%
Estimate


Slide 21
Resourcing the future
Industry outlook and growth
BHP Billiton: strategy and approach
BHP Billiton: growth
Conclusion


Slide 22
Conclusion –
Strength, stability and growth
Strong pricing fundamentals due to increased demand and lagging supply
BHP Billiton’s strategy is unchanged -
a diversified upstream portfolio of Tier 1, large,
low-cost, expandable assets
BHP Billiton is well positioned to continue to create strong value for shareholders with a
large project pipeline, focussed on high margin investments, which will deliver strong
growth
The Rio Tinto acquisition can generate additional value for both
sets of shareholders and
is strongly aligned with BHP Billiton’s strategy and management philosophy of simplicity,
accountability and global talent
The combined organisation would deliver:
More production, faster and lower cost, an enhanced set of future growth options
and quantifiable synergies -
$3.7bn in incremental EBITDA by year 7
A compelling 45% premium for Rio Tinto shareholders and participation in the
world’s largest mining company