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 on October 28, 2008.


Resourcing the Future
28 October 2008
Alex Vanselow
Chief Financial Officer
Macquarie Private Wealth Special Presentation
SHANGHAI


Slide 2
Disclaimer
By reviewing/attending this presentation you agree to be bound by the following conditions.
The directors of BHP Billiton Limited and BHP Billiton Plc (“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.  Information about Rio Tinto plc and Rio Tinto Limited ("Rio Tinto") is based on public
information which has not been independently verified.
This presentation is for information purposes only and does not constitute or form part of any offer for sale or issue of any securities or an offer or invitation to purchase or subscribe for any such
securities, nor shall it or any part of it 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. 
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 (including 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 statements are based on current expectations and beliefs and
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,
expectations and beliefs may or may not prove to be correct 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.
Factors that could cause actual results or performance to differ materially from those expressed or implied 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, and the risk factors discussed in BHP Billiton's and Rio Tinto’s filings with the U.S. Securities and Exchange Commission ("SEC") (including in Annual Reports on Form
20-F for the most recent fiscal years) which are available at the SEC's website (http://www.sec.gov).  Save 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, BHP Billiton undertakes no duty to update any forward-looking statements in this presentation 


Slide 3
Disclaimer
(continued)
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.
References in this presentation to “$” are to United States dollars unless otherwise specified. 
In connection with the offer and sale of securities BHP Billiton would issue to Rio Tinto plc US shareholders and Rio Tinto plc ADS holders, BHP Billiton has filed with the SEC a Registration
Statement on Form F-4 (the “Registration Statement”), which contains a  preliminary prospectus (the “Prospectus”), and will file additional relevant materials with the SEC.  This communication is not
a substitute for the Registration Statement or the Prospectus that BHP Billiton has filed, or any amendments or supplements to those documents 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 THE REGISTRATION STATEMENT, THE
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 are 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).  Copies of such documents may also be obtained from BHP Billiton without charge.
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.
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.
Information
Relating
to
the
US
Offer
for
Rio
Tinto
plc
Information
for
US
Holders
of
Rio
Tinto
Limited
Shares
Information
Relating
to
the
US
Offer
for
Rio
Tinto
plc
and
the
Rio
Tinto
Limited
Offer
for
Rio
Tinto
shareholders
located
in
the
US


Slide 4
0
2
4
6
8
10
12
14
Short-term global economic turmoil
Source:
IMF,
IMF
Forecasts.
Gross domestic production
(% growth, constant 2006 US$)
Asian Banking
Crisis
Technology
Correction
Current US
Financial Crisis
China
Emerging Economies
Developed Economies


Slide 5
Housing
Structural
Reform
High Value
Manufacturing
Urbanisation
However in the long-term China remains on the steep part
of the development curve supported by six growth drivers
Rising
Incomes
Rural Development


Slide 6
Outstanding performance
Neptune –
Gulf of Mexico


Slide 7
Our core strategy sets us apart in our industry
Focus on world-class 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
Simplicity
Accountability
Effectiveness


Slide 8
Note: EBIT and Employees as per last published Annual Report, data does not  include contractors. BHP Billiton as at 30 -Jun-2008; Rio Tinto, Vale, Xstrata and Anglo American as at 31-Dec-2007.
a)
Rio Tinto Post Alcan EBIT based on CY2007 full year proforma results.
0
100
200
300
400
500
600
700
BHP Billiton
Rio Tinto(a)
Vale
Xstrata
Anglo American
EBIT per employee
(US$’000)
Pre-Alcan
Post-Alcan
Despite our size, simplicity is a core element of this strategy


Slide 9
Outstanding FY2008 result driven by strategy and execution
Achieved record profit for the 7    consecutive year
Attributable profit up 12%, EPS up 18%
Dividend rebased upwards a signal of our outlook confidence
Full year dividend of 70 US cents per share, 49% increase
Production increases in 13 commodities, records in 7
10 major growth projects completed
A further 7 major projects sanctioned by the Board
Strong performance demonstrates the power of our
diversified and high margin portfolio
Underlying
EBIT
margin
(a)
(FY2008)
48%
67%
30%
31%
62%
51%
58%
24%
25%
20%
Iron Ore
Manganese
Energy Coal
Metallurgical Coal
Diamonds and
Specialty Products
Base Metals
Petroleum
Stainless Steel
Materials
Aluminium
Group
Notes:
EBIT Margin excludes third party trading activities.
th


Slide 10
Notes:
a)
FY2002 to FY2005 are calculated under  UKGAAP. Subsequent  periods are calculated under  IFRS. All periods exclude third party trading activities.
%
Underlying
EBIT
margin
(a)
FY2002
FY2003
FY2004
FY2005
FY2006
FY2007
FY2008
0
10
20
30
40
50
60
70
80
H1
H2
H1
H2
H1
H2
H1
H2
H1
H2
H1
H2
H1
H2
Petroleum
Aluminium
Base Metals
D&SP
SSM
Iron Ore
Manganese
Met Coal
Energy Coal
BHP Billiton
The benefits of diversification across a high margin portfolio


Slide 11
Note: Growth in production volumes on a copper  equivalent units basis between CY2007 and CY2012 calculated using BHP Billiton estimates for BHP Billiton production. Production volumes 
exclude BHP Billiton’s Specialty Products operation and 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 BHP Billiton assumptions  for diamonds, domestic coal and manganese. 
Prices as at July 2008.
0
2,000
4,000
6,000
8,000
10,000
12,000
14,000
CY2007
CY2008F
CY2009F
CY2010F
CY2011F
CY2012F
We are accelerating growth from a diversified project portfolio
% of growth CY2007-2012
(Estimated & unrisked)
Expected production growth
(Copper equivalent tonnes '000s)
45%
37%
18%
Steelmaking
Materials
Energy
Non-Ferrous


Slide 12
Notes:
a)
Growth in production volumes on a copper  equivalent units basis between CY2007 and CY2012 calculated using BHP Billiton estimates for BHP Billiton production. Production volumes 
exclude BHP Billiton’s Specialty Products operation and 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 BHP Billiton assumptions for diamonds, domestic coal and 
manganese. Prices as at July 2008.
b)
Brownfield includes growth from existing operations as at 31-Dec-2007, as well as expansions and additional developments of, or around those assets. 
c)
Existing regions represents those countries in which BHP Billiton already has asset  operating as at 31-Dec-2007.
Focused on low risk volume growth from existing assets and in
our own backyard
By project type
(b)
87%
13%
Brownfield
Greenfield
By region
(c)
Existing
New
3%
97%
63%
Expected
production
growth
(a)
(Copper equivalent tonnes, CY2007-CY2012)


Slide 13
Example Olympic Dam


Slide 14
The Rio Tinto Offer


Slide 15
Notes:
a)
Australian CGT rollover relief will be available for Australian resident shareholders accepting the Rio Tinto Ltd Offer if compulsory acquisition is reached in the Rio Tinto Ltd Offer.
UK rollover provisions will apply to accepting Rio Tinto plc shareholders if there are at least 70 per cent acceptances under the Rio Tinto plc Offer.
b)
Estimated incremental EBITDA (nominal) based on publicly available information. To be read in conjunction with the notes in Appendix IV of BHP Billiton’s announcement dated 6-Feb-2008. 
Full run rate synergies expected in the seventh full year following completion.
c)
Premium based on the combined volume-weighted market capitalisation of Rio Tinto based on the volume-weighted average closing share prices over the month ended 31-Oct-2007 
of £43.09 and A$109.20 for Rio Tinto plc and Rio Tinto Ltd respectively and volume-weighted average closing share prices over the month ended 31-Oct-2007 of BHP Billiton Plc 
and BHP Billiton Ltd of £17.99 and A$45.77 respectively. Based on BHP Billiton and Rio Tinto issued  ordinary shares outstanding (excluding Treasury shares and cross 
shareholdings eg. Rio Tinto plc’s shareholding in Rio Tinto Ltd) as at 9-Nov-2007 and exchange rates of 2.077 US$/£ and 0.927 US$/A$ as at 31-Oct-2007.
NOTE: Consistent with the UK City Code on Takeovers and Mergers, the offer represents a 48% discount based on the combined market capitalisation of Rio Tinto based on the 
closing share prices  of Rio Tinto plc of £43.50 on 7-Nov-2007 and Rio Tinto Ltd of A$113.40 on 8-Nov-2007 and closing share prices of BHP Billiton Plc and BHP Billiton Ltd of £8.23 
and A$24.70 respectively on 23-Oct-2008. Based on BHP Billiton and Rio Tinto issued ordinary shares outstanding (excluding Treasury shares and cross  
shareholdings eg. Rio Tinto plc’s shareholding in Rio Tinto Ltd) as at 23-Oct-2008 and exchange rates of 1.622 US$/£ and 0.668 US$/A$ as at 23-Oct-2008.
d)     The offer is conditional on more than 50% acceptances of the publicly held shares in each of Rio Tinto plc and Rio Tinto Ltd.
e)     i.e. if BHP Billiton acquires 100% of the shares in Rio Tinto Limited and Rio Tinto plc on the 3.4:1 announced offer terms.
Pre-conditional offer, capable of acceptance by shareholders following completion of regulatory processes
and posting of offer documents
Regulatory processes anticipated to be completed around the end of 2008
Rio
Tinto
shareholders
are
being
offered
3.4
BHP
Billiton
shares
for
every
Rio
Tinto
share
held
All share offer
No shareholder forced to exit
Ability to participate in the synergies as well as the premium
CGT
rollover
relief
for
eligible
shareholders
(a)
Unlocks
US$3.7bn
per
annum
of
quantifiable
synergies
(b)
The
offer
represents
a
45%
premium
to
the
undisturbed
price
(c)
50%
minimum
acceptance
condition
(d)
Proposed
share
buyback
of
up
to
US$30bn
following
completion
if
the
offer
is
successful
(e)
BHP Billiton believes this offer is compelling for Rio Tinto shareholders, and value enhancing for BHP
Billiton shareholders
Overview of the offer for Rio Tinto


Slide 16
Source:  Datastream (as at 23-Oct-2008). 
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.
3.4:1 offer represents compelling value
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
Sep-2007
Nov-2007
Jan-2008
Mar-2008
May-2008
Jul-2008
Sep-2008
BHP
Billiton's
offer
for
Rio
Tinto


Slide 17
Comparative dividend per share
Rio Tinto
BHP Billiton
A$31.92
(3.2% yield)
A$25.45
(2.5% yield)
Rio Tinto
BHP Billiton
US$8.5bn
US$42.1bn
FY2008
dividends
per
A$1,000
of
shares
(a)
Net debt
(c)
Notes:
a)
Calculated based on Rio Tinto Ltd and BHP Billiton Ltd share prices as at 23-Oct-2008 and using the dividend for the respective periods as paid in A$ by BHP Billiton and Rio Tinto.
b)
Dividends per share on a US$ basis. Rio Tinto’s ordinary dividends per share restated to June year end.
c)
As at 30-Jun-2008.
31%
49%
Rio Tinto
BHP Billiton
2.2
x
5.4
x
Rio Tinto
BHP Billiton
FY2007
to
FY2008
DPS
growth
(b)
FY2008 vs
FY2002 DPS
(b)


Slide 18
Notes:
a)
Estimated incremental EBITDA (nominal) based on publicly available information. To be read in conjunction with the notes in Appendix IV of BHP Billiton’s announcement dated 
6-Feb-2008. Full run rate synergies expected in the seventh full year following completion.
Combination is about reducing risk, not increasing it
Increased
size
does
not
mean
increased
complexity
simplicity
of
the
business
model
remains
key
Operating as one company results in:
More diversified asset portfolio, lower risk
An enhanced portfolio of growth opportunities
Greater ability to develop the next generation of large scale projects in new geographies
Operating and capital cost efficiencies
Quantifiable
synergies
of
US$3.7bn
per
annum
(a)
More production, faster and at lower cost
Key management positions will be filled by drawing on the best of both management teams
High share price correlation means similar portfolio concentration, whether the companies are
combined or separate


Slide 19
Notes:
a)
Date for Day 0 may fall in 2008 or 2009. Timetable is indicative only. 
Indicative timetable for the offer
2008
Offer Period
Event
Jul
Aug
Sep
Oct
Nov
Dec
Day 0
(a)
Day 60
Post Day 60
Regulatory Approvals
Satisfaction of regulatory approval
pre-conditions
Offer Documentation
Posting of offer documents for Rio Tinto plc offer
and Rio Tinto Ltd offer to shareholders
Offer Fulfilment
Last date for fulfilment of greater than 50%
minimum acceptance condition in both the Rio
Tinto plc and Rio Tinto Ltd offers
Post Day 60
continues.  (i.e. in order to receive sufficient
acceptances to enable compulsory acquisition)
(within 28 days of the
pre conditions being
satisfied)
If
minimum
acceptance
conditions
are
met
offer


Slide 20
Summary
We expect financial market volatility and economic
uncertainty to continue in the short-term
However, China, India and other developing economies
are expected to continue to drive demand for commodities
in the long-term
Our uniquely diversified portfolio of low cost and high
quality assets places us at a competitive advantage in the
current uncertain environment
Our strong cash flow and balance sheet allows us to
re-invest throughout the cycle
Future production growth 6.9% is expected to be delivered
from lower risk projects and high margin products
BHP Billiton is working towards completing the regulatory
review process for the Rio Tinto offer by around the end of
2008
BHP Billiton believes this offer is compelling for Rio Tinto
shareholders, and value enhancing for BHP Billiton
shareholders
Cannington


Slide 21
Questions and Answers


Slide 22
BHP Billitons’
senior management team
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


Slide 23
More information for shareholders
Internet
More information on BHP Billiton or BHP Billiton’s offer for Rio Tinto can be
found at either of the following web pages:
BHP Billiton:
www.bhpbilliton.com
BHP Billiton’s offer for Rio Tinto:
www.bhpbilliton.com\RioTintoOffer
Or Email:
investor.relations@bhpbilliton.com
BHP Billiton Shareholder Information Helpline
If you have any additional questions you can contact the Shareholder
Information Helpline on the following numbers:
Australia toll free:
1300 766 363
New Zealand toll free:
0800 668 228
For other callers:
+61 3 9415 4365
For information about your shareholding contact:
Within Australia:
1300 656 780
Outside Australia:
+61 3 9415 4020
Fax:
+61 3 9473 2460
BHP
Billiton
Shareholder
Services
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