SC TO-C

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO/C
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

Alcan, Inc.
(Name of Subject Company (Issuer))

Rio Tinto plc
(Names of Filing Persons (Offeror))

Common Shares
(Title of Class of Securities)

013716105
(CUSIP Number of Class of Securities)

Anette V Lawless
Rio Tinto plc
6 St James's Square
London SW1Y 4LD
United Kingdom
Tel: 011 44 20 7930 2399
with a copy to
Thomas B. Shropshire, Jr.
Linklaters
One Silk Street
London EC2Y 8HQ
United Kingdom
Tel: 011 44 20 7456 2000
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)

CALCULATION OF FILING FEE

Transaction Valuation	Amount of Filing Fee
Not Applicable*	Not Applicable*

*

Pursuant to General Instruction D to Schedule TO, no filing fee is required because this filing contains only preliminary communications made before the commencement of a tender offer.

o

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	Filing Party:
Form or Registration No.:	Date Field:

ý

Check the box if the filing relates solely to preliminary communications made before commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

ý

third-party tender offer subject to Rule 14d-1.

o

issue tender offer subject to Rule 13e-4.

o

going-private transaction subject to Rule 13e-3.

o

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

Exhibit	Description
99.(a)(1)	Updated presentation to analysts
99.(a)(2)	Transcript of US/Canadian analysts presentation
99.(a)(3)	Transcript of United Kingdom analysts presentation
99.(a)(4)	Transcript of media conference call

EX-99.(A)(1)

Exhibit 99.(a)(1)

This presentation is an update to the presentation given on July 12, 2007.

Recommended cash offer for Alcan by Rio Tinto Creating a global leader in Aluminium 12 July 2007

Cautionary statement IMPORTANT INFORMATION: The offer to purchase all of the issued and outstanding common shares of Alcan (the “Offer”) is being made by RT Canada Acquisition Corp. (the “Offeror”), a wholly-owned indirect subsidiary of Rio Tinto. This presentation is for information purposes only and does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security. The Offer (as the same may be varied or extended in accordance with applicable law) will be made exclusively by means of, and subject to the terms and conditions set out in, the offer and takeover bid circular to be delivered to Alcan and filed with Canadian provincial securities regulators and the United States Securities and Exchange Commission (the “SEC”) and mailed to Alcan shareholders. The release, publication or distribution of this presentation in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this presentation is released, published or distributed should inform themselves about and observe such restrictions. In connection with the Offer, Rio Tinto will be filing with the Canadian securities regulatory authorities and the SEC an offer and takeover bid circular as well as ancillary documents such as a letter of transmittal and a notice of guaranteed delivery and Alcan is expected to file a directors’ circular with respect to the Offer. Rio Tinto will also file with the SEC a Tender Offer statement on Schedule TO (the “Schedule TO”) and Alcan is expected to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”). SHAREHOLDERS OF ALCAN ARE URGED TO READ THE OFFER AND TAKEOVER BID CIRCULAR (INCLUDING THE LETTER OF TRANSMITTAL AND NOTICE OF GUARANTEED DELIVERY), THE SCHEDULE TO (INCLUDING THE OFFER AND TAKEOVER BID CIRCULAR, LETTER OF TRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9 AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER. The offer and takeover bid circular as well as other materials filed with the Canadian securities regulatory authorities will be available electronically without charge at www.sedar.com. The Schedule TO and the Schedule 14D-9 will be available electronically without charge at the SEC’s website, www.sec.gov, after they have been filed. Materials filed with the SEC or the Canadian securities regulatory authorities may also be obtained without charge at Rio Tinto’s website, www.riotinto.com. While the Offer is being made to all holders of Alcan common shares, this presentation does not constitute an offer or a solicitation in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made in, nor will deposits be accepted in, any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, Rio Tinto may, in its sole discretion, take such action as they may deem necessary to extend the Offer in any such jurisdiction. The Offer will be made to holders in Belgium of shares and/or certificates admitted to trading on Euronext-Brussels (the ‘‘IDRs’’). A Belgian supplement, addressing issues specific to holders of shares and/or IDRs in Belgium (the ‘‘Belgian Supplement’’) is expected to be approved by the Belgian Banking, Finance and Insurance Commission. Once such approval has been obtained, the offer and takeover bid circular can be made available in Belgium to holders of shares and/or IDRs together with the Belgian Supplement. The offer will be made to holders in France of shares admitted to trading on Euronext – Paris. An announcement including the main information relating to the Offer documents will be prepared and released pursuant to article 231-24 of the AMF General Regulation and will contain information relating to how and in which time limit Alcan shareholders residing in France can accept this offer.

Cautionary statement Forward-looking statements This presentation contains statements which constitute “forward-looking statements” about Rio Tinto and Alcan. Such statements include, but are not limited to, statements with regard to the outcome of the proposed Offer, any statements about cost synergies, revenue benefits or integration costs, capacity, future production and grades, projections for sales growth, estimated revenues and reserves, targets for cost savings, the construction cost of new projects, projected capital expenditures, the timing of new projects, future cash flow and debt levels, the outlook for minerals and metals prices, the outlook for economic recovery and trends in the trading environment and may be (but are not necessarily) identified by the use of phrases such as "will", “intend”, “estimate”, "expect", "anticipate", "believe" and "envisage". By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and may be outside the control of Rio Tinto or Alcan. Actual results and developments may differ materially from those expressed or implied in such statements because of a number of factors, including the outcome of the proposed Offer, revenue benefits and cost synergies being lower than expected, integration costs being higher than expected, levels of demand and market prices, the ability to produce and transport products profitably, the impact of foreign currency exchange rates on market prices and operating costs, operational problems, political uncertainty and economic conditions in relevant areas of the world, the actions of competitors, activities by governmental authorities such as changes in taxation or regulation and such other risk factors identified in Rio Tinto's most recent Annual Report on Form 20-F filed with the SEC or Form 6-Ks furnished to the SEC or Alcan’s most recent periodic and current reports on Form 10-K, 10-Q or 8-K filed with the SEC (as the case may be). Forward-looking statements should, therefore, be construed in light of such risk factors and undue reliance should not be placed on forward-looking statements. Nothing in this presentation should be interpreted to mean that the future earnings per share of Rio Tinto will necessarily match or exceed its historical published earnings per share. Other than in accordance with their legal and regulatory obligations (including, in the case of Rio Tinto, under the UK Listing Rules and the Disclosure and Transparency Rules of the Financial Services Authority), neither Rio Tinto nor Alcan is under any obligation and each of Rio Tinto and Alcan expressly disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Pro Forma Financial Information Pro forma financial amounts for 2006 included in this presentation are derived from the published financial statements of Rio Tinto and Alcan for the year ended 31 December 2006. Alcan prepares its financial statements under United States generally accepted accounting principles (“US GAAP”) and Rio Tinto prepares its financial statements under International Financial Reporting Standards (“IFRS”). US GAAP and IFRS differ in certain significant respects. For the purposes of this presentation, amounts determined under US GAAP and IFRS have been aggregated without any adjustment for differences in accounting policy or application. Accordingly, pro forma information for the combined business prepared on a consistent basis under either US GAAP or under IFRS could differ significantly from the pro forma information presented herein. In addition, to this pro forma information does not constitute “Pro Forma Financial Information” as it is defined in Article 11 of Regulation S-X of the SEC.

Paul Skinner Chairman

A compelling deal Creating a global leader in Aluminium Compelling cash offer to Alcan shareholders Excellent fit with Rio Tinto’s strategy and value focus Strong commitment to Canada and Québec Synergistic combination of assets in Australia

Compelling offer for Alcan shareholders US$ 101 / Alcan common share in cash 65.5 % premium to the all-time high closing share price on 7 May 2007 prior to Alcoa’s offer 32.8% premium to the value of Alcoa’s current offer, based on Alcoa’s closing share price on 11 July 2007 Certainty of full cash value to Alcan shareholders today Support agreement with customary terms and conditions including break fee Fully financed cash offer; no financing condition Offer is unanimously recommended by Alcan Board Alcan board fully endorses Rio Tinto’s Québec Continuity Agreement commitment Closing expected Q4 2007 Attractive Premium Certainty Unanimous Recommendation of Alcan Board Timetable

Tom Albanese Chief Executive Officer

The right transaction The best asset portfolio to capitalise on attractive sector fundamentals Acquisition financials Strong commitment to primary host countries Questions Agenda

 Excellent fit with Rio Tinto’s strategy and value focus Transforms Rio Tinto into an aluminium industry leader with outstanding development opportunities Aluminium sector fundamentals are strong and attractive, driven by China Strategic focus on high quality, low cost, long life assets Alcan upstream asset base is of high quality with a sustainable low cost position Substantial access to long life hydro energy will increase relative competitiveness over time Complements Rio Tinto’s high quality assets and increases commodity diversity Review of Rio Tinto’s overall portfolio following transaction

Strong aluminium demand growth supported by fundamentals Attractive physical properties One of the fastest growing demand profiles 7.7% annual global growth over last four years Wide range of applications at all stages of economic development Use in construction driven by urbanisation in developing countries Development of power infrastructure Increasing penetration of transport sector Shift to consumption in developing economies may benefit consumer packaging and goods Aluminium demand Source: historical data WBMS and CRU, forecast data CRU Aluminium Quarterly Report April 2007 (1) CRU’s forecast data (1) 0% 1% 2% 3% 4% 5% 6% 7% past 30 years past 20 years past 10 years 2007 to 2011 % growth p.a. over period World World excl. China

China’s rising market share has been a key driver % of total world demand Source: WBMS / Brook Hunt / Rio Tinto Iron Ore estimates Photograph of Shanghai skyline 0 10 20 30 40 50 1990 1996 2006 Aluminium Copper Traded iron ore

Path for growth in aluminium consumption Note: Size of bubbles represents size of absolute aluminium consumption in 2006 in respective country Source: 2006 consumption data CRU, population and GDP data Global Insight USA Japan Canada Germany Australia UK Korea China Brazil India France Kg per capita Al consumption 0 5 10 15 20 25 30 35 0 10 20 30 40 50 PPP GDP/capita (thousands US$/person) kg/capita Al consumption

Rising costs to drive aluminium price outlook Smelting cost curve has risen and steepened China dominates 4th cost quartile Source: CRU. Costs are Corporate Operating Costs as defined by CRU Source: CRU Primary Aluminium Costs 2006 edition Columns represent proportion of the 4th (highest) cost quartile by geography Proportion of production (%) 0 20 40 60 80 100 US$/t aluminium (2007 terms) 500 1000 1500 2000 2500 2003 2006 Combined cost position 0% 20% 40% 60% 80% 100% 2000 2003 2006 China USA Europe Other

Alcan’s pre-eminent aluminium smelting assets and technology Sustainable low cost curve position Source: Alcan, CRU 2006 (1) Assumes sale of Vlissingen smelter, closure of Steg smelter and includes Coega and Sohar projects Sustainable cost advantage A high proportion of self-generated energy Long-term, competitively priced energy contracts Proprietary market leading AP technology Proven engineering expertise Geographic and customer diversification 22 smelters(1) on five continents Leadership in smelting technology Existing AP technology has track record of circa 6,000kt of installed production capacity French expertise in R&D Continued leadership in energy efficiency 83% of Alcan 2006 smelting production in 1st and 2nd quartile 3rd Quartile 17% 2nd Quartile 32% 1st Quartile 51%

 Source: Alcan Long term access to hydropower Saguenay River – perpetual Peribonca River – until 2058 Kemano Works – perpetual Increasingly competitive self-generated and long-term energy sources Total owned capacity of 4,370 MW Low carbon footprint Complements Rio Tinto’s climate change and energy strategy Energy equivalent to a long life ore body Alcan smelter energy sources Self generation and long-term contracts provided 92% of 2006 energy requirements Alcan’s excellent hydro power position Short/Medium term contracts 8% Long Term contracts 39% Self generated: Coal 7% Self generated: Hydro 46%

Long life and low cost bauxite and alumina Alcan bauxite and alumina portfolio complements Rio Tinto’s existing world class assets Combination will create the number one bauxite producer Low cost, long life bauxite operations, particularly at Weipa and Guinea Leveraging Weipa’s scale and quality Combined reserves of 1.5 bn tonnes representing over 50 years of current production Large scale alumina refineries with cost reducing expansion potential, e.g. Yarwun Consolidation of interests in existing Australian assets Significant brownfield growth potential in both portfolios Bauxite operations at Weipa, Australia

Bauxite – top 10 (production 2006) (a) Alumina – top 10 (production 2006) (a) Aluminium – top 10 (production 2006) (a) Rusal includes Sual and Glencore assets Source: 2006 attributable production from Brook Hunt, adjusted for merger and acquisition activity Alcoa includes 60% of AWAC, Alumina includes 40% of AWAC (a) Creation of a global aluminium leader Pathway to #1 with Gove and Yarwun expansions 0 15,000 30,000 Rio Tinto Alcan Alcoa UC Rusal BHP Billiton Alumina Ltd Rio Tinto Alcan CVRD Gov of Guinea Nalco Gov of Venezuela (ktpa) 0 6,000 12,000 UC Rusal Alcoa Chalco Rio Tinto Alcan Alcan Alumina BHPB Rio Tinto CVRD Xinfa Al Gov of Venezuela (ktpa) 0 2,500 5,000 Rio Tinto Alcan UC Rusal Alcoa Alcan Hydro Al Chalco BHPB Rio Tinto Dubal Bahraini Gov Century Al (ktpa)

Yarwun Attractive footprint Sebree Beauharnois Vaudreuil Alma Arvida Laterriere Grande-Baie Jonquiere Sept-Iles (Alouette) Shawinigan Becancour Husnes Lynemouth Lannemezan Gardanne Dunkerque Saint-Jean-de-Maurienne Conakry Guinea refinery Awaso Edea Sohar Coega Qingtongxia Tomago Gladstone Ely Gove Porto Trombetas Sao Luis Anglesey Abu Dhabi Saudi Arabia Sarawak Weipa Boyne Island Bell Bay Tiwai Point Lochaber Combined projects Combined operating assets Kitimat ISAL Madagascar Ghana Yarwun Weipa

A strong combination of attractive development opportunities Source: Company information Kitimat smelter Canada AP tech. – 1st Quartile ISAL smelter Iceland AP tech. – 1st Quartile Alumar refinery Brazil Sohar Line 1 smelter Oman AP tech. – 1st Quartile Coega smelter South Africa AP tech. – 1st Quartile Adalco smelter Abu Dhabi AP tech. –1st Quartile AP tech. – 1st Quartile Bauxite & Alumina Primary metal Alcan Rio Tinto Weipa mine Australia Yarwun refinery expansion Australia Guinea options Sohar Line 2 smelter Oman AP tech. – 1st Quartile World class bauxite reserves Market intelligence Scale Leading Technology 2007 2008 2009 2010 2008 2009 2010 2011 Integrated facility Ma’aden Saudi Arabia Yarwun refinery expansion Australia 1st Quartile Ghana and Madagascar options Sarawak smelter Malaysia AP tech. – 1st Quartile

Increased commodity diversification Pro forma 2006 EBITDA by business Rio Tinto Alcan Rio Tinto Note: Rio Tinto 2006 EBITDA includes Rio Tinto’s share of equity accounted units. Rio Tinto 2006 audited IFRS financials from 2006 annual report. Alcan 2006 audited US GAAP financials from 2006 10K. Rio Tinto has not assessed the potential impact of adjusting accounting policies of Alcan to those of Rio Tinto (a) Upstream Aluminium defined as Bauxite & Alumina plus Primary Metal. Alcan upstream EBITDA calculated as total Alcan EBITDA less Alcan Packaging and Engineered Products Business Group Profit. Aluminium downstream defined as Engineered Products and Packaging. Source: Company information US$16.5bn US$12.6bn Iron Ore 23% Energy 8% Copper 30% Diamonds and Minerals 7% Downstream Aluminium 7% Upstream Aluminium(a) 25% Iron Ore 30% Energy 11% Diamonds and Minerals 9% Copper 40% Aluminium 10%

Integration and business improvement Rio Tinto Alcan management structure Alcan current CEO becomes CEO of Rio Tinto Alcan Becomes third executive director on Rio Tinto board Reports direct to Rio Tinto CEO Senior Rio Tinto Alcan management drawn from both Groups Integration and Business Improvement Rio Tinto Alcan headquarters in Montreal Montreal to be shared services hub for Canada Business systems integration Improving Performance Together Hub and spoke shared support Leverage synergies and efficiencies

 Shared values Alcan employee at Gove explaining safety environment to Nhulunbuy Primary School Shared values and commitment to sustainable development Alcan and Rio Tinto are both recognised leaders in safety, environmental stewardship and community engagement Similar cultures will facilitate future integration of assets

Dick Evans Alcan President & Chief Executive Officer

A winning combination Creates a new global leader in the aluminium industry with sustainable competitive advantages Attractive cost position due to complementary high quality assets Global scale and presence Strong growth pipeline Clear technology leadership Value creation for Alcan and Rio Tinto shareholders Significant, immediate value to Alcan shareholders Clear path to completion Strong commitment to Québec and Canada Shared focus on maximising shareholder value Shared commitment to the environment, health, safety and sustainability Compelling opportunities for employees of both companies

Guy Elliott Chief Financial Officer

 The offer for Alcan US$101 in cash per Alcan common share Equity value of US$ 38.1 billion; enterprise value of US$ 44.0 billion (1) Earnings per share and cash flow per share are expected to be accretive in first full year of consolidation Value enhancing to Rio Tinto shareholders (1) Comprising equity value of US$ 38.1 billion, net debt of US$ 5.6 billion, preference shares of US$160 million and minority interest of US$ 71 million

 The offer for Alcan Offer conditional on, inter alia: 66 2/3% of Alcan shares tendered Rio Tinto shareholder approval Government and regulatory approvals Other customary conditions; no financing condition Break fee of US$1.05 billion Expense reimbursement US$200 million in certain circumstances On or about 23 July - Post offer document July/ August - Submit necessary regulatory filings September/October - Rio Tinto shareholder EGMs Q4 2007 - Expected closing Expected timetable

Synergies from complementary operations Full run rate achieved in 2010 Avoidance of R&D duplication Operational synergies in northern Australia Optimisation of development pipeline Leveraging Rio Tinto procurement Financial integration benefits Reduced corporate costs Additional benefits: Sharing of best practice Technology position US$600m of annual synergies after tax

 Funding summary Total acquisition facility of US$40 billion fully underwritten by Royal Bank of Scotland, Deutsche Bank, Credit Suisse and Société Générale Rio Tinto’s goal is to maintain a single A rating Post closing de-leveraging through divestment of enlarged Rio Tinto Group non-core assets Current share buyback programme to be discontinued Commitment to progressive ordinary dividend policy maintained Continued capacity for attractive organic and M&A opportunities

 Significant financial strength Proforma financials – year ended December 2006 Rio Tinto EBITDA(b) Net debt Net debt/ EBITDA (a) Net debt includes new debt of US$ 38.1 billion raised for acquisition (b) Excludes synergies Note: Rio Tinto 2006 EBITDA includes Rio Tinto’s share of equity accounted units. Rio Tinto 2006 audited IFRS financials from 2006 annual report. Alcan 2006 audited US GAAP financials from 2006 10K. Rio Tinto has not assessed the potential impact of adjusting accounting policies of Alcan to those of Rio Tinto. Alcan Rio Tinto plus Alcan(a) Revenue Source: Rio Tinto and Alcan 2006 full year financials 0.2x 1.5x 2.8x US$2.4bn US$5.8bn US$ 46.3bn US$25.4bn US$23.6bn US$49.0bn US$12.6bn US$3.9bn US$16.5bn

 A value enhancing deal Fits with our strategy of investing in high quality, low cost, long life assets Both earnings accretive and cashflow positive in first year of consolidation Value enhancing to Rio Tinto shareholders as measured by net present value Transforms Rio Tinto into an aluminium industry leader

Paul Skinner Chairman

Rio Tinto history in Canada / Québec Iron Ore Company of Canada Québec Iron and Titanium Diavik Diamond Mines Inc Established 1954 Established 1950 Established 2003 Canadian assets: generated US$2.3 billion of revenues paid taxes of US$409 million employed 4,286 people (a) Québec assets: of which US$794 million from QIT of which US$67 million paid in Québec of whom 2,423 employed in Québec In 2006 Rio Tinto’s: (a) Employee figures are an estimate including Rio Tinto’s share of employees in equity accounted units Source: Company 2006 year end financial consolidation database. Stated revenue figures are based on gross revenues. Taxes paid are based on cash tax paid including corporate tax, payroll tax and net output VAT

Regional Rio Tinto Shared Services Hub established in Montréal 3 members of Alcan Board to join Rio Tinto board Substantial commitments regarding Canadian operating employment C$200m endowment to Rio Tinto Alcan Foundation over 5 years Strong commitment to Québec and Canada Global Aluminium Product Group headquartered in Montreal Global Aluminium Product Group headquartered in Montréal Pro forma combined 2006 sales of US$14bn Pro forma combined 2006 EBITDA of US$4.2bn Pro forma combined employees of nearly 25,000 Alcan CEO to become Head of combined Aluminium Product Group Research & Development Headquarters of enlarged aluminium smelting technology R&D group in Québec Commitment to Alcan’s existing smelter technology development Transfer of Rio Tinto’s smelter technology unit to Montréal Building on Rio Tinto’s long presence in Canada Note: Rio Tinto based on IFRS. Alcan based on US GAAP. Rio Tinto has not assessed the potential impact of adjusting accounting policies of Alcan to those of Rio Tinto.

Strengthening Rio Tinto’s position in Australia Australia gains a key role in a global Aluminium leader Bauxite and alumina assets managed globally from Brisbane Positions Rio Tinto better to develop Australian projects Brings Alcan’s Australian-based assets into Australian ownership through the DLC structure Australian smelting assets benefit from global scale and resources

Growth in operations in France First Rio Tinto operations in France in 1960s Increased presence in 1988 through Talc de Luzenac Minerals research and development facility in Toulouse Recognition of long French history and expertise in aluminium sector Committed to building upon this innovation

A compelling deal Creating a global leader in Aluminium Compelling cash offer to Alcan shareholders Excellent fit with Rio Tinto’s strategy and value focus Strong commitment to Canada and Québec Synergistic combination of assets in Australia

Recommended cash offer for Alcan by Rio Tinto Creating a global leader in Aluminium 12 July 2007

Appendix one An attractive heartland Pro forma 2006 assets by geography Note: Rio Tinto based on IFRS. Alcan based on US GAAP. Rio Tinto has not assessed the potential impact of adjusting accounting policies of Alcan to those of Rio Tinto and has not adjusted for fair value. (a) Rio Tinto based on PP&E, intangible assets and goodwill at 31 Dec 2006, as provided by Rio Tinto (b) Alcan assets based on Gross PP&E as of 31 Dec 2006 as provided by Alcan. Alcan packaging and engineered products divisions represent 14% of total assets shown and are broken down: 59% Europe, 26% USA, 4% Canada, 10% other (c) Other includes South America, Africa, Asia and other Pacific, and all other Rio Tinto plus Alcan(b) Rio Tinto(a) US$44.1bn US$23.4bn USA 23% Canada 13% Other(c) 6% Australia / NZ 58% USA 16% Canada 26% Other (c) 4% Europe 14% Australia / NZ 40%

Appendix two Rio Tinto has a long and significant presence in Canada and Québec IOC Revenues QIT Diavik Capital expenditure Employees In 2006, Rio Tinto’s Canadian assets generated: • US$2.3bn of revenues • US$370m of capex spent • 4,286 employees Rio Tinto Group companies 2006 (US$m) Total Canada 9% % of total Rio Tinto 9% % of total Rio Tinto 12% % of total Rio Tinto Since 1954 Since 1950 Since 2003 Other(a) Note: Source: 2006 year end financial consolidation database. Stated revenue figures are based on gross revenues. Employee figures including Rio Tinto’s share of employees in equity accounted units. (a) Estimate: includes exploration, Rio Tinto Canada 1,886 1,887 430 83 4,286 151 113 105 1 370 1,051 794 460 22 2,327

Employees 2006 (US$bn) US$3.6 US$14.4 US$18.0 US$24.3 Rio Tinto Aluminium (a) Assets Alcan Upstream(b) Rio Tinto Aluminium & Alcan Upstream(c) US$1.4 US$2.8 US$4.2 US$5.3 39% 27% 30% 19% EBITDA margin % 4,347 20,700 25,047 71,047 US$3.5 US$10.5 US$14.0 US$27.1 Sales (a) Rio Tinto 2006 financials include Rio Tinto’s share of equity accounted units. Rio Tinto 2006 audited IFRS financials from 2006 annual report (b) Alcan 2006 audited US GAAP financials from 2006 10-K. Alcan upstream financials based on consolidated Alcan financials less Alcan Packaging and Engineered Products financials from supplemental information forms. Business Group Profit has been used as a proxy for Alcan Engineered Products and Packaging EBITDA. Alcan assets based on gross PPE as of 31 December 2006 as provided by Alcan (c) Rio Tinto has not assessed the potential impact of adjusting accounting policies of Alcan (US GAAP) to those of Rio Tinto (IFRS), and has not adjusted for fair value (d) Rio Tinto 2006 production information from 2006 annual report. Alcan 2006 production information from 2006 annual report Source: Company information Production(d) (mtpa) Aluminium 0.8 3.4 4.3 4.3 Alumina 3.2 5.5 8.7 8.7 Pro forma Rio Tinto Alcan(c) Appendix three Creating a new aluminium global leader

EX-99.(A)(2)

Exhibit 99.(a)(2)

A French translation of this communication is also available

IMPORTANT INFORMATION:

The offer to purchase all of the issued and outstanding common shares of Saturn (the “Offer”) is being made by RT Canada Acquisition Corp. (the “Offeror”), a wholly-owned indirect subsidiary of Jupiter.

This communication is for information purposes only and does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security. The Offer (as the same may be varied or extended in accordance with applicable law) will be made exclusively by means of, and subject to the terms and conditions set out in, the offer and takeover bid circular to be delivered to Saturn and filed with Canadian provincial securities regulators and the United States Securities and Exchange Commission (the “SEC”) and mailed to Saturn shareholders.

The release, publication or distribution of this communication in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this communication is released, published or distributed should inform themselves about and observe such restrictions.

In connection with the Offer, Jupiter will be filing with the Canadian securities regulatory authorities and the SEC an offer and takeover bid circular as well as ancillary documents such as a letter of transmittal and a notice of guaranteed delivery and Saturn is expected to file a directors’ circular with respect to the Offer. Jupiter will also file with the SEC a Tender Offer statement on Schedule TO (the “Schedule TO”) and Saturn is expected to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”). SHAREHOLDERS OF SATURN ARE URGED TO READ THE OFFER AND TAKEOVER BID CIRCULAR (INCLUDING THE LETTER OF TRANSMITTAL AND NOTICE OF GUARANTEED DELIVERY), THE SCHEDULE TO (INCLUDING THE OFFER AND TAKEOVER BID CIRCULAR, LETTER OF TRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9 AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER.

The offer and takeover bid circular as well as other materials filed with the Canadian securities regulatory authorities will be available electronically without charge at www.sedar.com. The Schedule TO and the Schedule 14D-9 will be available electronically without charge at the SEC’s website, www.sec.gov, after they have been filed. Materials filed with the SEC or the Canadian securities regulatory authorities may also be obtained without charge at Jupiter’s website, www.jupiter.com.

While the Offer is being made to all holders of Saturn common shares, this communication does not constitute an offer or a solicitation in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made in, nor will deposits be accepted in, any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, Jupiter may, in its sole discretion, take such action as they may deem necessary to extend the Offer in any such jurisdiction.

The Offer will be made to holders in Belgium of shares and/or certificates admitted to trading on Euronext-Brussels (the “IDRs”). A Belgian supplement, addressing issues specific to holders of shares and/or IDRs in Belgium (the “Belgian Supplement”) is expected to be approved by the Belgian Banking, Finance and Insurance Commission. Once such approval has been obtained, the

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offer and takeover bid circular can be made available in Belgium to holders of shares and/or IDRs together with the Belgian Supplement.

The Offer will be made to holders in France of shares admitted to trading on Euronext-Paris.

An announcement including the main information relating to Jupiter’s Offer documents will be prepared and released pursuant to article 231-24 of the AMF General Regulation and will contain  information relating to how and in which time limit Saturn shareholders residing in France can accept this Offer.

Forward-looking statements

This communication contains statements which constitute “forward-looking statements” about Jupiter and Saturn. Such statements include, but are not limited to, statements with regard to the outcome of the proposed Offer, any statements about cost synergies, revenue benefits or integration costs, capacity, future production and grades, projections for sales growth, estimated revenues and reserves, targets for cost savings, the construction cost of new projects, projected capital expenditures, the timing of new projects, future cash flow and debt levels, the outlook for minerals and metals prices, the outlook for economic recovery and trends in the trading environment and may be (but are not necessarily) identified by the use of phrases such as “will”, “intend”, “estimate”, “expect”, “anticipate”, “believe” and “envisage”. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and may be outside the control of Jupiter or Saturn. Actual results and developments may differ materially from those expressed or implied in such statements because of a number of factors, including the outcome of the proposed Offer, revenue benefits and cost synergies being lower than expected, integration costs being higher than expected, levels of demand and market prices, the ability to produce and transport products profitably, the impact of foreign currency exchange rates on market prices and operating costs, operational problems, political uncertainty and economic conditions in relevant areas of the world, the actions of competitors, activities by governmental authorities such as changes in taxation or regulation and such other risk factors identified in Jupiter’s most recent Annual Report on Form 20-F filed with the SEC or Form 6-Ks furnished to the SEC or Saturn’s most recent periodic reports on Form 10-K, 10-Q or 8-K filed with the SEC (as the case may be). Forward-looking statements should, therefore, be construed in light of such risk factors and undue reliance should not be placed on forward-looking statements.

Nothing in this communication should be interpreted to mean that the future earnings per share of Jupiter will necessarily match or exceed its historical published earnings per share.

Other than in accordance with their legal and regulatory obligations (including, in the case of Jupiter, under the UK Listing Rules and the Disclosure and Transparency Rules of the Financial Services Authority), neither Jupiter nor Saturn is under any obligation and each of Jupiter and Saturn expressly disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Pro Forma Financial Information

Pro forma financial amounts for 2006 included in this communication are derived from the published financial statements of Jupiter and Saturn for the year ended 31 December 2006. Saturn prepares its financial statements under United States generally accepted accounting principles (“US GAAP”) and Jupiter prepares its financial statements under International Financial Reporting

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Standards (“IFRS”). US GAAP and IFRS differ in certain significant respects. For the purposes of this communication, amounts determined under US GAAP and IFRS have been aggregated without any adjustment for differences in accounting policy or application. Accordingly, pro forma information for the combined business prepared on a consistent basis under either US GAAP or under IFRS could differ significantly from the pro forma information presented herein. In addition, to this pro forma information does not constitute “Pro Forma Financial Information” as it is defined in Article 11 of Regulation S-X of the SEC.

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FINAL TRANSCRIPT

Conference Call Transcript

RTP - Rio Tinto plc makes a recommended all cash offer for Alcan US/Canadian Conference Call

Event Date/Time: Jul. 12. 2007 / 3:30PM UKT

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Jul. 12. 2007 / 3:30PM UKT, RTP - Rio Tinto plc makes a recommended all cash offer for Alcan US/Canadian Conference Call

CORPORATE PARTICIPANTS

Tom Albanese

Rio Tinto plc - CEO

Dick Evans

Alcan - President, CEO

Guy Elliott

Rio Tinto plc - CFO

Paul Skinner

Rio Tinto plc - Chairman

CONFERENCE CALL PARTICIPANTS

Victor Lazarovici

BMO - Analyst

Steve Kippsy

CVG - Analyst

Vivek Pal

UBS - Analyst

Harry Mateer

Lehman Brothers - - Analyst

Andy Baker

Jefferies - Analyst

PRESENTATION

Paul Skinner  - Rio Tinto plc - Chairman

Well hello everyone. Essentially good morning to those in North America. Thank you for joining us at relatively short notice. My name is Paul Skinner. I’m chairman of Rio Tinto, joining you by video link from Montreal. Tom Albanese, our Chief Executive, is with me here in Canada. Guy Elliott, our Chief Financial Officer is in London. With Tom and I in Montreal we also have Dick Evans, President and CEO of Alcan, who has agreed to participate with us in this presentation.

We are all very pleased to be able to speak to you from Montreal and London this morning to announce our recommended cash offer of $101 per share — U.S. dollars that is — for each Alcan share. This offer amounts to a total consideration of $38.1 billion for the entire equity of Alcan.

We believe it is a compelling offer for Alcan shareholders, and it has the recommendation of their entire Board. The offer carries the certainty of cash and a 65.5% premium for the price before the announcement of Alcoa’s bid in May.

The transaction will bring together two leading industry aluminium players in a powerful combination of high-quality, competitively positioned assets. It is an excellent fit with Rio Tinto’s strategy of creating value by investing in diversified, high-quality, long-life and low-cost resources. It will create value for our shareholders and it will also benefit all of our stakeholders.

We are fully committed to a continuing investment in Quebec and Canada’s resource infrastructure. And we plan to headquarter the world’s leading aluminium business which will result from this combination, here in Montreal.

In Australia and we are combining complementary assets as a key feature of global leadership in the aluminium industry. And we will continue to manage bauxite and alumina, if you like, the mining and refining segments of the business from Brisbane.

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Rio Tinto intends to retain its focus on upstream activities by the divestment of Alcan’s Packaging Division, which is something we are jointly agreed with them upon. We will retain the Engineered Products Division and maintain a continued focus on managing that portfolio for optimum value.

Moving to the next chart. This is a very attractive and straightforward cash offer for Alcan shareholders that is recommended by its Board of Directors. As I said, it represents a premium 65% to Alcan’s all-time high closing share price prior to the 7th of May, and a 33% premium to Alcoa’s current offer. The offer price of $101 per share amounts to an enterprise value of $44 billion comprising an equity component of $38.1 billion and a debt of $5.6 billion.

The offer provides Alcan shareholders with certainty. They can get the full cash value of their shares after acceptance of our offer. And the value of our offer to Alcan shareholders is not contingent on the delivery of future synergies.

We are naturally very pleased that the Alcan Board has recognized the full and fair value of our offer and given it unanimous recommendation. It has also offered a full endorsement of our response to the conditions of the continuity agreement, which exists between Alcan and the government of Quebec. I think this also highlights our commitment to Canada. As to the timetable, we hope to have the transaction finalized in the fourth quarter of this year.

And with that introduction, I would now like to hand over to Tom to talk about the transaction logic and its very positive impact on Rio Tinto’s future growth and development.

Tom Albanese  - Rio Tinto plc - CEO

Good morning to everyone. As Paul has mentioned already, we believe this to be a compelling offer that is compelling for Alcan shareholders, for our own shareholders, and certainly for all stakeholders. Today I want to explain to you how this deal provides an exciting fit with Rio Tinto’s businesses by complementing our existing assets and transforming our Aluminum Product Group to a sector leader. This is consistent with our strategy and our approach to value creation.

Aluminum is a good business to be in, and I would like to discuss the positive outlook and why this combination of high-quality, low-cost assets is uniquely competitive. I will also reiterate the business values that are at the heart of this deal and will continue to remain at the core of everything we do.

I would like to then hand it over to Dick, who will speak about this from his perspective. And then finally Guy will give you more background on the financial structure of the deal and the effect on a broader Rio Tinto Group, before Paul concludes with a few words on Rio Tinto’s commitment to those countries in which we will be operating these new assets.

Next slide. Turning to Rio Tinto’s shareholders. This transaction will make Rio Tinto the industry leader in aluminium. On a production basis we will be number one in bauxite and number one in smelting, and in the top-ranked alumina producers with clear pathways to growth in that area, such as the recently approved expansion of our existing Yarwun refinery in Australia. Overall, we believe the pipeline of development opportunities we are creating through this combination is among the best in the aluminum business.

Looking at the wider picture, we see the fundamentals of the aluminum sector as very strong. Demand has lifted by increased demand from China for emerging economies, as well as Western world economies, which are all increasing usage in terms of applications such as transportation. While the supply outlook for aluminum is roughly balanced, we see that rising production costs across the industry create an opportunity to generate sustainable, strong returns for long-term producers.

We have long stated that our strategy is the main focus on high-quality, low-cost, long-lived assets and we believe that Alcan’s downstream assets, with their unique power generation capabilities, fit squarely with that vision. In particular, the sustainable low-cost position in smelting through its access to water rights, hydro power and long-term contracts will become increasingly valuable as energy becomes more expensive and carbon emissions begin to be restricted and/or priced.

The geographic profile of the combined business remains highly attractive. The significant weighting for OECD jurisdictions will allow us to expand into new regions without risking our balance sheet. Within the wider Rio Tinto Group the deal adds diversity and balance to the very strong earnings of our copper and iron ore businesses. These three metals are the key beneficiaries to China’s exceptional growth as future

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outlook. We believe this transaction will create additional and increased shareholder value for Rio Tinto’s shareholders in the short, the medium and the long-term.

Following this transaction Rio Tinto will be a bigger Company. This will provide an opportunity for a strategic review of all of our assets, and looking for those which may lack the fit and/or the long-term competitive position to belong in the larger Rio Tinto Group.

Talking about the fundamentals. We believe the aluminum market fundamentals are very positive. The long-term trend in aluminum has been one of rising demand, and the future outlook is quite positive. Demand growth in China to 2011 is expected to be 15% per year, driving an increase in global demand to over 6% per year. And in fact global demand growth over the last four years has been even higher at over 7% per year, which comfortably exceeds the rate of growth of copper demand that sits around 4%, to use that example.

This demand growth has been due to a number of factors. Aluminum is used in a wide range of applications and is well-placed to benefit from demand trends, demand changes across the global economy. It will benefit from construction activity related to urbanization in emerging regions such as China, and global infrastructure spending particularly on power.

Although energy intensive in its production, aluminum has many environmental advantages over the life cycle. It is easily and efficiently recyclable, and its light weight means it is well positioned to benefit from new applications and substitution from other materials and other metals. As a result, we think it will be the winner in the future global warming debate.

Looking at China’s market share, the importance of Chinese demand cannot be underestimated. Ten to fifteen years ago Chinese demand for key metals like copper, aluminum and iron ore represented approximately 5 to 10% of global demand. Today China represents between 20 and 30% of global demand for copper and aluminum, and over 40% for seaborne iron ore demand. Steel, copper and aluminum are the three key metals behind the China growth story. And this transaction will put our alumina business in a comparably strong position next to our iron ore and our copper businesses. And our position as a supplier to the Chinese market will certainly be reinforced.

Of course, where goes China, India is likely to follow. While India will have a different GDP growth path to China, it is growing nearly as fast, but from an earlier position in the cycle. Looking now at aluminum, as aluminum consumption on a per capita GDP basis in the next slide, we can see that this path of metal growth and mineral intensity has been observed for many metals over many years. Aluminum is no exception. It shows rising metal intensity and per capita GDP increases.

What is particularly interesting about this chart are the size of these bubbles, each representing the size of the absolute aluminum consumption in that country. As you can see, the total size of the Chinese market is huge, even at a relatively early-stage of economic development. This suggests that as the developing economies grow their GDP the demand outlook will be extremely robust. Of course, and as I have said, you can’t help but notice the demand growth potential for India positioned way at the bottom left of this chart.

Looking at rising costs. In recent years we have seen the supply side respond to strong demand with rapid growth in smelting capacity, particularly in China. However, we have also witnessed the trend of rising costs. And the industry cost curve has deepened as well as risen, as you can see from the highlighted areas of the chart on the left.

Part of this rise in industry costs are cyclical, driven by high spot alumina prices. But there’s also a more permanent structural component to this rise in costs. Even as China has increased its alumina smelting refining capacity it has become more and more dependent on high delivered bauxite and bauxite imports. And this situation is likely to remain, if not compound, over the coming years.

The added capacity of Chinese smelting also tends to be high, and operating costs as illustrated in the right of this chart shows that China now dominates the highest cost quartile of the cost curve.

Since energy costs account for approximately one-third of total cash operating costs for the average smelter, and these costs are likely to rise especially in China where energy constraints are increasing, this encourages an increase in that long-term cost curve. And certainly from the perspective of China, Chinese central policymakers are likely to discourage the export of such energy intensive products as aluminum.

As costs across the industry rise, the value of those assets occupying the sustainable position in the lowest cost quartile will certainly increase further, and certainly and increasingly differentiate themselves from highest cost production.

And it is at the low end of the cost curve that Alcan’s assets are exactly positioned. As you can see, 83% of its smelting assets are in the lowest two-thirds cost — the lowest two cost quartiles and have a sustainable, competitive cost position due to self-generating power assets and longer-

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term power contracts. This transaction will preserve that position by ensuring the terms of the Quebec Continuity Agreement, which underpins these contracts, are continued to be met. Moreover, Alcan’s smelter technology is the industry benchmark, and its proprietary AP technology leads the market with over 6 million tons of capacity installed worldwide.

Rio Tinto has demonstrated leadership in understanding and managing all cost drivers of the business. With the development of the generation of AP technology, the AP 50, the combined group will continue to lead the sector in cost and energy efficiency.

Alcan’s leadership in smelting R&D reflecting the historic position of France is expected to lead to an even further improvement in energy and carbon efficiency. And again this will be increasingly important in a carbon constrained world.

Looking at the hydro. Alcan’s competitive position with regard to energy supply, a vital ingredient of the aluminum business, is unique. Self generation and long-term contracts cover about 90% of Alcan’s overall energy requirements and offer the scale, competitive position and the longevity to make it such a strong fit with Rio Tinto’s long-term strategy.

Alcan’s unique access to this power supply will therefore allow the combined group to be both environmentally friendly, to be well positioned for carbon restriction and pricing, and highly competitive in the long-term from a cost perspective.

Hydro power also builds on Rio Tinto’s existing climate change and energy strategy, from which you will see the Group starting up a significant carbon capture and storage initiative and develop its uranium portfolio to take advantage of the potential for a nuclear renaissance. In many ways this hydro power position complements our strategy by being a long lived, world-class resource in itself.

Turning now to bauxite and alumina. The combination of Rio Tinto and Alcan will create the number one bauxite producer, with a very strong position founded on the reserves and the resources at Weipa and Gove in Australia, and of course also in Guinea. And just to give you an idea of scale, together the combined reserves of the two companies would allow for over 50 years of current production, plus in addition to that significant resource potential.

New development opportunities would open up Weipa in particular to take advantage of Rio Tinto’s outstanding bauxite resource and the complementary nature of the two companies’ assets in northeast Australia and Queensland.

The combined Group’s alumina refineries will be large and low cost, a further expansion of the vision across the portfolio. We have a clear pathway to being the number one producer in alumina with the commissioning of the Gove expansion and recent announcement of expansion at Yarwun, which combined will add an incremental capacity of 4 million tons.

Alcan has announced its overrun on capital at the Gove expansion. And we recognize it has been challenging, but are confident that we can help add value to the commissioning of that project with our project execution skills, and of course our long exposure and deep capabilities in Australia.

This slide illustrates our combined leadership in the aluminum sector in total. On a world production basis we will be number one in bauxite and number one in smelting based upon the data from 2006. We will be in the top rank of aluminum producers, alumina producers. And I have said already, we have identified clear pathways for refinery expansion to about 12 million tons combined alumina. And our goal therefore would be number one in that sector also. Aluminum is a sector where competitors can be out of balance in the production chain from mining bauxite to smelting metal. In those terms Rio Tinto Alcan will be very favorably positioned.

You’ll see from this slide that most of Rio Tinto and Alcan’s aluminum assets are secured in attractive locations, with Alcan’s assets complementing the overall balance of Rio Tinto’s asset base. Of course, many future opportunities will lie outside these areas, and we are by no means restricting where we look or where we invest. The location of our existing assets gives us the solid position from which to expand.

Growth is important and there will certainly be opportunities to create value from optimizing the development sequence of the combined opportunity sets. The two businesses have extremely complementary pipelines. For example, both companies have committed to, or are in the process of reviewing, the potential for large-scale investments in the Middle East. Rio Tinto is currently undertaking a feasibility study into a 750,000 ton smelter in Abu Dhabi, while Alcan is part of the way through the construction of its Sohar smelter in Oman, with further expansion options in the pipeline. It has recently formed an integrated Saudi joint venture to study a bauxite, alumina and metal opportunity.

Other smelter developments in Canada, in South Africa, in Iceland and in Malaysia are all underpinned by alumina and bauxite expansions. A long established position and operational experience in South Africa will certainly support Alcan’s smelter project in South Africa.

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Moving to the structure of the new group, you can see by the expansion of the Alcan it significantly rebalances our commodity portfolio, giving us a more equal weighting between iron ore, copper and aluminum. As I said earlier, these are the three key metals for China’s growth, and of course then India.

You can see from this chart on the right that the EBITDA contribution of Alcan and Rio Tinto’s alumina assets combined would have represented approximately one-third of the combined group’s EBITDA in 2006.

As I mentioned, we plan to divest Alcan’s packaging business immediately, and we have agreed with Alcan on that. Following this, there will be a broad review of the entire Rio Tinto portfolio. And as we get larger, we will have a new tail of assets throughout Rio Tinto, which may or may not meet our requirements of scale and competitive position. We will look at active value-based portfolio management of some of these assets, just as we have in the past.

We have committed to building our combined Rio Tinto Alcan alumina businesses around our natural strengths in Canada, Australia and France. The headquarters for the expanded Product Group and the smelting business will be here in Montreal, given the significant presence that Rio Tinto and Alcan have in Canada, and our commitment to grow our business and our presence here.

We will also establish one of our regional shared service hubs in Montreal to support our large asset base and operations in Canada. The bauxite and the alumina businesses and the associated R&D activities for bauxite and alumina will be managed jointly from Brisbane, which is logical given the strength and the presence of the combined businesses in Australia. R&D and primary aluminum smelting will be directed and managed in Canada, and undertaken in Quebec and France, given the key operations in those areas.

Over the years both Leigh and I have talked about the competitive advantages to be gained by Rio Tinto of being joined up in a better way. Benchmarking best practices and instituting programs like IPT, or improving performance together, where the best operations become the natural template of the Group as a whole.

Alcan and the Alcan integration will fit very well into these efforts, and integration will focus on a number of opportunities. Business system integration will be a high priority, making use of our established hub and spoke systems, IPT, and leveraging off global procurement, global marine, shared services, and other systems that we have invested in over the past. I will discuss synergies in more detail, but the investment we have put in these global systems over the past few years will certainly pay dividends in this very important integration.

As I said at the beginning of the presentation, the common values and belief in sustainable development is at the heart of both businesses and vital for the future success as a combined group.

We believe our employees are of the utmost importance. As such we have a shared commitment to excellence in the safety and welfare of our employees. Rio Tinto and Alcan consistently rank among the very best performers in the metals and the mining sector in terms of our lost time injury frequency rates. And we are absolutely committed to maintaining these high safety standards.

We also of course consider fair and decent treatment of our employees to be vital, and recognize and respect these rights. We respect the cultural heritage and the environment of the communities where we work, where we operate in partnership to optimize the economic effects of our activities on their livelihoods, as well as the overall community economies.

We seek to be the acknowledged leader in environmental performance by demonstrating good stewardship of natural resources, by reducing our environmental footprint and by meeting community expectations to support sustainable development. These shared values create a firm basis for successful combination of these two businesses.

We have thought long, and we have thought hard about the right way to approach integration. And I’m very pleased that Dick Evans will be staying on in order to help implement the integration. I’d like now to turn it over to Dick, who will say a few words.

Dick Evans  - Alcan - President, CEO

Good morning and good afternoon. As someone who has spent nearly 40 years in the aluminum industry, I think you can probably imagine why I’m very pleased to be here today to be part of the announcement of the creation of the new world leader in aluminium, and a leader I think in all respects.

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As Tom and as I mentioned, it is a leader. It will be a leader in capacity in aluminum and bauxite, soon in alumina. It will be unmatched in terms of the quality of its growth pipeline. It will be the clear absolute leader in terms of technology, both in smelting as well as in alumina refining. And on top of all that, it will have a very attractive cost position and the highest quality set of assets.

I think Tom has done an excellent job of talking about the favorable structural outlook for aluminium in general and on a global scale. We certainly share that view and support it. In addition, he has spoken about the excellent fit, the complementarity between the assets of Rio Tinto and Alcan in the aluminium sector. And I can’t help but make the observation, again having been many years in this industry, that this is not the first time that people have observed there’s a very good complementary fit. Others have seen the complementary fit, but others have not completed that fit, and we plan to complete that fit.

I’m also very pleased with the shared values that I see. It is something that we knew before we began discussions with Rio Tinto. But I think during that process it reaffirmed our view that Rio Tinto and Alcan share many values, and will find the cultural fit in that regard very good. And I start that with shareholder value. I think we both share a view as to our objectives of creating shareholder value and the approach to doing so.

Secondly, the commitment to our people I think is very similar. And third, equally important, our commitment to EH&S, environmental health and safety, our commitment to sustainability and our commitment to the communities in which we operate.

Now having said that, I very much look forward to working with my new colleagues in Rio Tinto. And in that regard I’m going to turn it over to one of those new colleagues, Guy Elliott, who is in London now.

Guy Elliott  - Rio Tinto plc - CFO

Good morning everybody. I’m going to provide you with a bit more detail of the financial structure of this deal. I would first of all say that it meets our strategic criteria as regards quality and value. I’m then going to talk about the financial impact this deal has on Rio Tinto, and then I’m going to hand back to Paul to wrap up.

The first thing to say is that the financial rationale for this transaction is strong. We expect the acquisition to be earning accretive and cash flow positive in year one. In addition to that, it is value enhancing for Rio Tinto shareholders, by which I mean that it is net present value positive.

Now the offer it is subject to a number of conditions. First of all, there is the need for acceptance from two-thirds of the Alcan shareholders. Next, we need to receive Rio Tinto shareholder approval, and we also need a number of government and regulatory approvals. There is a break fee of 2.75% of our offer, or just over $1 billion, which is associated with this transaction. We’re going to be seeking Rio Tinto shareholders approval in September for this transaction, and we expect to close the transaction in the fourth quarter. The shareholder approval by Rio Tinto’s shareholders needs a majority of 50% in the combined Rio Tinto plc and Rio Tinto Limited registries.

Turning to synergies, we have identified $600 million of after-tax annual synergies in this combination. Now these synergies are largely derived from our complementary assets located in Northern Australia. But in addition to that, there are synergies available in R&D, procurement, financial and fiscal arrangements, and integration that would be typical in corporate and overhead areas. We expect that half of these synergies will apply in 2009, and that we’re going to reach the full runrate with effect from 2010.

Now because Rio Tinto has an upstream basis to most of its operation, we’re not going to have any synergies from the packaging operations, and from them we expect to realize full value through the sale process.

As Tom said, we also believe that there are additional benefits that arise from the sharing of best practice and technology. Rio Tinto’s IPT program is going to be critical in achieving this, as well as in facilitating the integration of the Alcan assets within Rio Tinto.

Moving on to the funding of the transaction, as Tom mentioned, the cash offer of $101 per Alcan share equates to a total equity value of $38.1 billion, and an enterprise value of $44 billion. Rio Tinto’s balance sheet and cash flow are in an extremely strong position. As such, we are able to fund the transaction by taking on additional debt, financed by the Royal Bank of Scotland, Deutsche Bank, Credit Suisse and Societe Generale. Our goal is to maintain a single A rating category. We’re therefore going to be seeking to deleverage the balance sheet upon completion of the transaction.

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Now this is partly going to be achieved through our strong internal cash flows, partly by the divestment of the Packaging Division, and potentially other Alcan assets and other Rio Tinto assets which lack the scale and long-term competitive position to belong in the enlarged group. We expect to conclude some of these sales in the month after closing on the Alcan transaction. Of course, that is subject as always to the creation of value. Actually our existing $8 billion capital management program has been discontinued. Of course of that $8 billion, we have already completed $6.3 billion.

Turning to our dividend, we remain firmly committed to our progressive dividend policy. It has been increased by approximately 60% compound over the last three years. And that is going to remain unaffected by this transaction. Indeed, we think that our ordinary dividend is an important part of our overall investor proposition.

As a result of this transaction, obviously our gearing is going to rise. But Rio Tinto’s balance sheet has more than enough capacity to accommodate this transaction, with its present gearing levels being relatively low and cash flow high. We estimate that gearing will rise in the short-term following this transaction to about 64%. But with potential asset sales of noncore businesses that should reduce this number going forward.

Looking to the future, we believe that Rio Tinto will retain the balance sheet strength following the acquisition to continue to pursue both organic growth where it is attractive, and value adding M&A opportunities in line with our stated strategy with its focus on quality and value.

Now the Alcan Rio Tinto deal will create a Company of high-quality, low-cost, long-life assets which generate very strong cash flows. That is why it is right in line with Rio Tinto’s strategy. Pro forma combined revenues for 2006 total $49 billion. We should — I should point out that this number includes the Packaging Division, which had revenues of $6 billion in 2006. Pro forma EBITDA totaling $16.5 million, represents an increase of 30% over Rio Tinto, while net debt is forecast to increase from $2.4 billion to $46.3 billion immediately following the deal but before any disposals are made. Rio Tinto’s net debt to EBITDA ratio is expected to increase to 2.5 times before any disposals.

So drawing all this together, the transaction is a logical fit for Rio Tinto. It is consistent with our strategy of investing in high-quality, long-life, low-cost assets. It is both earnings accretive and cash flow positive in the first full year, and it will create considerable synergies between the two organizations. It is value enhancing for Rio Tinto shareholders, and it will transform Rio Tinto into the global leader in the aluminium industry. With that back to Paul.

Paul Skinner  - Rio Tinto plc - Chairman

I would like to conclude by reiterating our commitment to those key countries where our operations are located and where so many of our employees are based. First, it gives me particular pleasure to be here in Montreal today, given my prior involvement in Canada over many years, culminating in a period as Chairman of Shell Canada during the development of the Athabasca Oil Sands project. I think it is important to understand that Rio Tinto also has a long and strong commitment to both Canada and Quebec, and it is a mutually productive and a very successful relationship.

You can see from the slide the financial contribution we made in 2006, but that is only part of the story. We believe strongly in giving our management and employees the opportunity to making a significant contribution to shaping and driving the performance of our business. The opportunities that being part of a very large group with geographic and product diversity are numerous in terms of international commercial experience, cultural understanding, technical skill enhancement and personal development. We believe in making the best use of the talent we have across the group, and we look forward very much to working with the many talented Alcan people.

As far as the group’s structure in Canada and Quebec is concerned, we do not see the need for significant change. The Product Group’s headquarters, global headquarters, will be here in Montreal. And aluminium smelting technology research and development for the whole combined business will be in Quebec. The Chief Executive of Alcan, Dick Evans, will become the head of the combined Aluminium Product Group. And there will also be two nonexecutive members of the Alcan Board who will join the Rio Tinto Board in addition to Dick.

We are considering the basis for a secondary listing of Rio Tinto plc shares on the Toronto Stock exchange. And we also plan to establish a Canada forum to advise our Board on Canadian economic, political and social issues.

We’re also committed to creating the Rio Tinto Alcan Foundation with an endowment of C$200 million to be built up over five years as part of our ongoing commitment to Canada, to Quebec, to Alcan and to its employees.

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Turning to Australia, this transaction opens the way for Australia to play a key role in a global aluminium industry leader. It creates a single larger global mining and refining business with the worldwide bauxite and alumina assets of Rio Tinto and Alcan, managed globally from Brisbane. It combines complementary Australian and New Zealand aluminium sector assets of Rio Tinto and Alcan, providing more opportunities for future integration and expansion of output.

It also provides Australian shareholders in our DLC structure with exposure to the global leader in aluminium with the scale, technical leadership and managerial capability to exploit current and emerging global markets. And it gives greater exposure to Australian assets currently held by Alcan.

There will be no dilution of our commitment to investment and growth in Australia. Our recent announcements on the Yarwun alumina refinery expansion and the massive scale of our continued iron ore expansion in the Pilbara region are a testament to this.

Turning to France. Rio Tinto has had an involvement in France since the late 1960s when we acquired a borax business with a milling operation in Coudekerque. This position was enhanced by the acquisition of Talc de Luzenac in the 1980s. Today, in addition, we have a research and development facility for our minerals operation in Toulouse.

We recognize that this transaction provides a step change in our asset base in France, in aluminium in particular. This is of course a well-established sector in France, and in which France has had a long history of leading in successful innovation. We look forward to benefiting from and building on that expertise and track record of innovation. As Tom said, the technology challenge will increase as energy costs rise and industry becomes more carbon constrained.

So in summary, the transaction brings together two businesses with complementary assets and with a common view of the right strategic business model to deliver long-term value. We strongly believe that the combined high-quality assets, skill, experience and scale will be key competitive advantages in the current environment of rising costs and increasing focus on climate change.

The deal is a milestone in Rio Tinto’s strategy of building a portfolio of high-quality, long-life, low-cost assets. We look forward to pursuing many more growth opportunities from the strong operational platform we have created across the Group.

Thank you very much for listening to us. And we will be now very happy to take any of your questions.

QUESTION AND ANSWER

Paul Skinner  - Rio Tinto plc - Chairman

I think we have an opportunity for questions in the room, but also over the telephone lines from elsewhere. If anybody would like to start?

Operator

This the operator from the telephone. I do have questions lined up already on the telephone.

Paul Skinner  - Rio Tinto plc - Chairman

Well, I think we will start taking one or two from you first then.

Operator

Victor Lazarovici, BMO.

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Victor Lazarovici  - BMO - Analyst

I have got a bit of a technical question. Rio Tinto operates as one company but has two legal entities, the plc and the Limited. Could you explain or elaborate on the comment Mr. Skinner made towards the end that certain of Alcan’s assets would be purchased by the Australian legal entity? Which raised a broader question. You are buying Alcan’s shares. Presumably one of the two companies will buy the shares, and then in your intention to sell assets from one group into the other, or how technically will you achieve this?

Paul Skinner  - Rio Tinto plc - Chairman

I think I’m going to pass that question to Guy. Did you hear it clearly?

Guy Elliott  - Rio Tinto plc - CFO

Yes I did. The situation is that the offer is being made by a subsidiary of Rio Tinto plc in Canada technically speaking. And it will essentially move into the plc side of the DLC. Now of course these are very intricate and complex matters that I don’t think really are terribly germane to most shareholders, who quite rightly see the DLC as a single entity. But, in fact, legally speaking it is two different entities, with a contract between them and a shareholding between them.

And in this case we’re going to put the Alcan assets within the plc side of the DLC. Now it may be efficient subsequently to move the Australian assets that are held in that new — in that entity currently, Alcan, from Alcan, the Canadian company, into an Australian company, which would hold simply those Alcan assets which are in Australia. And the reason that we might do that is simply that franking credits are generated by the Australian companies, which are at the moment not being used within the Alcan structure as efficiently as they might be used within our Limited structure.

So I’m afraid that is rather a complex technical matter. But basically what it boils down to is the DLC are buying this company, and that we will then manage the tax structuring as best we can later on.

Victor Lazarovici  - BMO - Analyst

Okay, that is exactly what I was looking for.

Paul Skinner  - Rio Tinto plc - Chairman

Right. Let’s take another question over the telephone.

Operator

[Steve Kippsy], CVG.

Steve Kippsy  - CVG - Analyst

Could you just clarify, when you talked about getting approval from the Rio Tinto shareholders, what percentage of the shareholders do you need to approve the transaction?

Paul Skinner  - Rio Tinto plc - Chairman

I’m pretty sure that what we need is a simple majority of the combined vote of shareholders on our plc and Limited companies.

Operator

Vivek Pal, UBS.

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Vivek Pal  - UBS - Analyst

(technical difficulty).

Paul Skinner  - Rio Tinto plc - Chairman

Could you repeat the third part? I got the hedging point and the floating component of debt point, but what was your third?

Vivek Pal  - UBS - Analyst

Any insight that you can provide from rating agencies.

Paul Skinner  - Rio Tinto plc - Chairman

I’m sorry, with the rating agencies. Guy, they are all in your domain, so would you like to take them?

Guy Elliott  - Rio Tinto plc - CFO

These are very fair questions. Hither to Rio Tinto’s existence we have mostly not hedged either foreign exchange, oil prices or interest rates. There are some exceptions to that, but broadly speaking we have chosen to expose shareholders to all the markets fully in which we are involved, and not to seek to limit those matters. And the reason that we have done that is that we think that is what our shareholders want. They are of course at liberty if they wish to hedge themselves on any particular risk.

Now it may be that we need to look at that question again, given the scale of, in particular, the debt which we’re taking on here. So that is a subject that we may consider. But if we made any change from that policy we would of course need to announce it. But up until now our stance has been that it should float.

Now moving on to the question of the agencies. We briefed the two main agencies last week about our intentions. They have both issued press releases today. Both of them are indicating, I think, that our present ratings are on — are under negative watch, as you would expect, I think, with such a large increase in our gearing. Now of course, this is — we are looking ahead a few weeks and months now, but it is our intention, as I have said I think in the presentation, that at the end of all this we should maintain a rating in the single A band. And so even if we do face a downgrade, it is not our intention to move below that level.

That is something which we will be discussing with the agencies. And of course very important to that is the rate at which we sell assets, as I was explaining earlier.

Paul Skinner  - Rio Tinto plc - Chairman

I hope that deals satisfactorily with the question.

Vivek Pal  - UBS - Analyst

And in terms of, I’m sorry, how much is floating, how much is fixed?

Paul Skinner  - Rio Tinto plc - Chairman

I’m sorry, Guy. There was a piece in the middle of that question about floating versus fixed.

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Guy Elliott  - Rio Tinto plc - CFO

It is the same point really. We have none or very, very little fixed-rate debt. And as I said, we don’t hedge anything at the moment, either interest rates. We see it in the same ways as we see foreign exchange or prices. Now we can always look at that again, but that is the present policy.

Vivek Pal  - UBS - Analyst

You are not looking to absorb any of the [technical difficulty]?

Guy Elliott  - Rio Tinto plc - CFO

That is a different question. That is a different question as to whether we’re going to term it out. Of course, we will term it out. Absolutely, we will certainly need to term it out. This is a bridge finance that we have entered into for the moment. Some of it will be pushed out quite a few years. And we have a structure which will be more fully described in the circular as to how we’re going to do that. So I would foresee quite a bit of bond issuance coming up. And it could be that we consider as we do that that we may — we may, but it is not certain that we will — consider fixing the rates of some of that debt.

Paul Skinner  - Rio Tinto plc - Chairman

I am sure our audience will appreciate we are into quite a heavy communication program throughout the day, trying to cope with different time zones. I think I will therefore with regret have to say we’ve got time for two more quick questions, either from the room here or over the telephone. The room seems pretty satisfied, so let’s take two more from the telephone.

Operator

Harry Mateer, Lehman Brothers.

Harry Mateer  - Lehman Brothers - Analyst

A question about the structure and any potential guarantees in place between the new aluminum subsidiary and the Rio Tinto parent company. Do you intend to issue an upstream guarantee of Rio Tinto debt from the new Alcan assets, or will just be assumed and left as a stand-alone entity?

Paul Skinner  - Rio Tinto plc - Chairman

Guy, we are working you hard here, but —.

Guy Elliott  - Rio Tinto plc - CFO

Look, I think they’re probably are people who know the answer to that question. I don’t quite frankly. We will be exploring this matter in a bit more detail when we issue our circular.

Paul Skinner  - Rio Tinto plc - Chairman

But thank you for the question anyway. The last question please.

Operator

[Andy Baker], Jefferies.

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Andy Baker  - Jefferies - Analyst

Congratulations on the deal. I was wondering if you could flesh out a little of the regulatory process you think you will have to go through on this transaction. I know there’re a lot of different countries you operate in, a lot of businesses, and I think it would be fairly tedious process. I wonder if you could give us guidance on that?

Paul Skinner  - Rio Tinto plc - Chairman

Tom, do you want to start on that, and maybe one will come in with some other points.

Tom Albanese  - Rio Tinto plc - CEO

Yes. We will have a regulatory work with respect to competition in the U.S., EU, Australia. We will have Investment Canada. We will have discussions with the Province of Quebec. Guy, if there’s anything you want to add to that or provide any detail around that, I would be happy for that.

Guy Elliott  - Rio Tinto plc - CFO

You may have mentioned first Australian Foreign Investment Review Board, and of course the antitrust authorities are another issue. But what I would just say in general is that with the help of Alcan, and with our own existing businesses in all these countries, we think that actually, particularly given the relative lack of concentration that this represents as compared to the Alcoa offer, that as a matter of fact the degree of regulatory complexity is much less than it is in the other case. We would actually say that the level of execution really in our proposal is considerably more attractive then Alcoa.

Paul Skinner  - Rio Tinto plc - Chairman

Thank you, Guy. I think that is actually a good summary of how we see the regulatory issue. So if I may at that point, with some apology to those whose questions have not been answered, in the interest of time and the integrity of our program today, I would like to just thank all of you who participated. I hope you found it useful. And thank you very much for your attendance. Goodbye.

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EX-99.(A)(3)

Exhibit 99.(a)(3)

IMPORTANT INFORMATION:

The offer to purchase all of the issued and outstanding common shares of Saturn (the “Offer”) is being made by RT Canada Acquisition Corp. (the “Offeror”), a wholly-owned indirect subsidiary of Jupiter.

This communication is for information purposes only and does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security. The Offer (as the same may be varied or extended in accordance with applicable law) will be made exclusively by means of, and subject to the terms and conditions set out in, the offer and takeover bid circular to be delivered to Saturn and filed with Canadian provincial securities regulators and the United States Securities and Exchange Commission (the “SEC”) and mailed to Saturn shareholders.

The release, publication or distribution of this communication in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this communication is released, published or distributed should inform themselves about and observe such restrictions.

In connection with the Offer, Jupiter will be filing with the Canadian securities regulatory authorities and the SEC an offer and takeover bid circular as well as ancillary documents such as a letter of transmittal and a notice of guaranteed delivery and Saturn is expected to file a directors’ circular with respect to the Offer. Jupiter will also file with the SEC a Tender Offer statement on Schedule TO (the “Schedule TO”) and Saturn is expected to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”). SHAREHOLDERS OF SATURN ARE URGED TO READ THE OFFER AND TAKEOVER BID CIRCULAR (INCLUDING THE LETTER OF TRANSMITTAL AND NOTICE OF GUARANTEED DELIVERY), THE SCHEDULE TO (INCLUDING THE OFFER AND TAKEOVER BID CIRCULAR, LETTER OF TRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9 AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER.

The offer and takeover bid circular as well as other materials filed with the Canadian securities regulatory authorities will be available electronically without charge at www.sedar.com. The Schedule TO and the Schedule 14D-9 will be available electronically without charge at the SEC’s website, www.sec.gov, after they have been filed. Materials filed with the SEC or the Canadian securities regulatory authorities may also be obtained without charge at Jupiter’s website, www.jupiter.com.

While the Offer is being made to all holders of Saturn common shares, this communication does not constitute an offer or a solicitation in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made in, nor will deposits be accepted in, any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, Jupiter may, in its sole discretion, take such action as they may deem necessary to extend the Offer in any such jurisdiction.

The Offer will be made to holders in Belgium of shares and/or certificates admitted to trading on Euronext-Brussels (the “IDRs”). A Belgian supplement, addressing issues specific to holders of shares and/or IDRs in Belgium (the “Belgian Supplement”) is expected to be approved by the Belgian Banking, Finance and Insurance Commission. Once such approval has been obtained, the offer and takeover bid circular can be made available in Belgium to holders of shares and/or IDRs together with the Belgian Supplement.

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The Offer will be made to holders in France of shares admitted to trading on Euronext-Paris.

An announcement including the main information relating to Jupiter’s Offer documents will be prepared and released pursuant to article 231-24 of the AMF General Regulation and will contain  information relating to how and in which time limit Saturn shareholders residing in France can accept this Offer.

Forward-looking statements

This communication contains statements which constitute “forward-looking statements” about Jupiter and Saturn. Such statements include, but are not limited to, statements with regard to the outcome of the proposed Offer, any statements about cost synergies, revenue benefits or integration costs, capacity, future production and grades, projections for sales growth, estimated revenues and reserves, targets for cost savings, the construction cost of new projects, projected capital expenditures, the timing of new projects, future cash flow and debt levels, the outlook for minerals and metals prices, the outlook for economic recovery and trends in the trading environment and may be (but are not necessarily) identified by the use of phrases such as “will”, “intend”, “estimate”, “expect”, “anticipate”, “believe” and “envisage”. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and may be outside the control of Jupiter or Saturn. Actual results and developments may differ materially from those expressed or implied in such statements because of a number of factors, including the outcome of the proposed Offer, revenue benefits and cost synergies being lower than expected, integration costs being higher than expected, levels of demand and market prices, the ability to produce and transport products profitably, the impact of foreign currency exchange rates on market prices and operating costs, operational problems, political uncertainty and economic conditions in relevant areas of the world, the actions of competitors, activities by governmental authorities such as changes in taxation or regulation and such other risk factors identified in Jupiter’s most recent Annual Report on Form 20-F filed with the SEC or Form 6-Ks furnished to the SEC or Saturn’s most recent periodic reports on Form 10-K, 10-Q or 8-K filed with the SEC (as the case may be). Forward-looking statements should, therefore, be construed in light of such risk factors and undue reliance should not be placed on forward-looking statements.

Nothing in this communication should be interpreted to mean that the future earnings per share of Jupiter will necessarily match or exceed its historical published earnings per share.

Other than in accordance with their legal and regulatory obligations (including, in the case of Jupiter, under the UK Listing Rules and the Disclosure and Transparency Rules of the Financial Services Authority), neither Jupiter nor Saturn is under any obligation and each of Jupiter and Saturn expressly disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Pro Forma Financial Information

Pro forma financial amounts for 2006 included in this communication are derived from the published financial statements of Jupiter and Saturn for the year ended 31 December 2006. Saturn prepares its financial statements under United States generally accepted accounting principles (“US GAAP”) and Jupiter prepares its financial statements under International Financial Reporting Standards (“IFRS”). US GAAP and IFRS differ in certain significant respects. For the purposes of this communication, amounts determined under US GAAP and IFRS have been aggregated without any adjustment for differences in accounting policy or application. Accordingly, pro forma

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information for the combined business prepared on a consistent basis under either US GAAP or under IFRS could differ significantly from the pro forma information presented herein. In addition, to this pro forma information does not constitute “Pro Forma Financial Information” as it is defined in Article 11 of Regulation S-X of the SEC.

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FINAL TRANSCRIPT

Conference Call Transcript

RTP - Rio Tinto plc Makes a Recommended All Cash Offer for Alcan Conference Call

Event Date/Time: Jul. 12. 2007 / 10:00AM UKT

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Jul. 12. 2007 / 10:00AM UKT, RTP - Rio Tinto plc Makes a Recommended All Cash Offer for Alcan Conference Call

CORPORATE PARTICIPANTS

 Paul Skinner

 Rio Tinto plc - Chairman

 Tom Albanese

 Rio Tinto plc - Chief Executive

 Dick Evans

 Alcan Inc. - President and CEO

Guy Elliott

 Rio Tinto plc - Finance Director

CONFERENCE CALL PARTICIPANTS

 Paul Mylchreest

 Redburn Partners - Analyst

 Heath Jansen

 Citigroup - Analyst

 Tobias Woerner

 Man Securities - Analyst

 Rob Clifford

 ABN AMRO - Analyst

 Glyn Lawcock

 UBS - Analyst

 Craig Campbell

Morgan Stanley - Analyst

 Brendan Harris

 Macquarie Bank - Analyst

PRESENTATION

Paul Skinner  - Rio Tinto plc - Chairman

Well, just to introduce myself, I am Paul Skinner, Chairman of Rio Tinto, joining you by video link from Montreal. Tom Albanese, our Chief Executive, is with me here in Canada, and Guy Elliott, of course, is with you in London. I would also like to just introduce to you Dick Evans, currently President and CEO of Alcan, who, as we will be discussing, is going to be a colleague working with us and taking the new Rio Tinto/Alcan forward. So, Dick, a very particular welcome to you here.

We are all very pleased to be able to talk to you from Montreal and London this morning to announce our recommended cash offer of $101 a share for Alcan. It amounts to a total consideration of $38.1 billion for the entire equity of Alcan. We believe it is a compelling offer to Alcan’s shareholders, which has been universally recommended by its Board. The offer brings a certainty of cash and a 65% premium to the price before the announcement of Alcoa’s bid for Alcan in May.

We think the transaction will bring together two industry-leading aluminium portfolios in a powerful combination of high-quality competitively positioned assets. It is an excellent fit with Rio Tinto’s strategy of creating value by investing in diversified, high-quality, long-life and low-cost resources. I think that will come through very strongly from the presentation you will hear. It will create value for shareholders and it will also benefit our wider stakeholders.

We are very fully committed to continuing investment in Quebec and Canada’s resource infrastructure. And we plan to headquarter the world’s leading aluminium business which will result from this combination here in Montreal.

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In Australia, we are combining complementary assets as a key feature of global leadership in the aluminium industry. And we will continue to manage the important bauxite and alumina mining and refining components of the business from Brisbane.

We intend to retain our focus on upstream activities by the divestment of Alcan’s packaging division. This is something that we are agreed with them about. The engineered products division will be retained with a continued focus on managing the portfolio at optimal value.

Turning to the next chart, this is a very attractive and straightforward cash offer for Alcan’s shareholders, fully recommended by their Board of Directors. It represents a premium of 65.5% to Alcan’s all-time high closing price prior to May 7 and 33% premium to Alcoa’s current offer. The price of $101 per share amounts to an enterprise value of $44 billion, divided between an equity value of $38.1 billion and a debt taken on of $5.6 billion.

From an Alcan shareholders’ point of view, it offers certainty. They can get full cash value for their shares after acceptance of our offer. And that value is not contingent in any way on the delivery of future synergies.

We are naturally very pleased that the Alcan Board has recognized the full and fair value of our offer and given its unanimous recommendation. It has also offered a full endorsement of our response to the conditions of the continuity agreement which exists between Alcan and the government of Quebec. This highlight our commitment to Canada. As to the timetable, we hope to have the transaction finalized in the fourth quarter of this year.

And at that point, I would now like to hand over to Tom to talk about the transaction logic and its very positive impact on Rio Tinto’s future growth and development. Tom.

Tom Albanese  - Rio Tinto plc - Chief Executive

Thank you, Paul, and hello to everyone on the line and in the audience in London. As Paul has mentioned already, we believe this to be a compelling offer. It is compelling for Alcan’s shareholders, for our own shareholders and for all stakeholders.

Today, I want to explain to you how this deal provides an exciting fit with Rio Tinto business by complementing our existing assets and transforming the new aluminum product group into the sector leader. It is consistent with our strategy and our approach to value creation.

Aluminum is a good business to be in, and I would like to discuss the positive outlook and why this combination of high-quality, low-cost assets is uniquely competitive. I will also reiterate the business value that is at the heart of this deal and will continue to remain at the core of everything we do. Then I will hand it over to Guy, who will give you more background on the financial structure of the deal and its effects on the broader Rio Tinto Group before Paul concludes with a few words on Rio Tinto’s commitment to those countries and how we will be operating these new assets. And of course, I would like – Dick, if you would like to speak a few words after my presentation, just talking about how you see this transaction from your perspective.

Turning first to Rio Tinto’s shareholders, this transaction will make Rio Tinto the industry leader in aluminum. On a production basis, we will be number one in bauxite and number one in smelting and in the top rank of aluminum producers, with clear pathways for growth in that area such as the recently approved expansion of our existing Yarwun refinery in Queensland, Australia. Overall, we believe the pipeline of development opportunities that we are creating through this combination is amongst the best in the aluminum business.

Looking at the wider picture, we see the fundamentals of the aluminum sector as very strong. Demand is lifted by increased demand from China, from emerging economies as well as Western rural economies, which are increasing usage of aluminum in applications, for example, such as transport. While the supply outlook for aluminum is roughly balanced, we see that rising production costs across the industry create an opportunity to generate sustainable, strong returns for those low-cost producers.

We have long stated our strategy of maintaining a focus on high-quality, low-cost, long-life assets. We believe that Alcan’s upstream assets fit squarely with this vision. In particular, the sustainable low-cost position in smelting through its access to water rights, self-owned hydropower and long-term contracts will become increasingly valuable as energy becomes more expensive and carbon emissions are restricted and/or priced. The geographic profile of the combined business remains highly attractive. Their significant weightings with OECD jurisdictions will allow us to expand into new regions without risking our balance sheet.

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Within the wider Rio Tinto group, the deal adds diversity and balance to the very strong earnings of our copper and our iron ore product groups. These three metals are the key beneficiaries of China’s exceptional growth and its future outlook. We believe this transaction will increase shareholder value to Rio Tinto’s shareholders in the short, in the medium and in the longer term.

Following this transaction, Rio Tinto will become a bigger company. This will provide an opportunity for a total strategic review of all of our assets, focusing on all of those which lack the fit and/or the long-term competitive position to being in the bigger new Rio Tinto organization.

We believe the industry market fundamentals are very positive. The long-term trend in aluminum has been one of rising demand. The future outlook is positive. Demand growth in China to 2011 is expected to be 15% per year, driving an increase in global demand to over 6% per year. In fact, global demand growth over the last four years has been even higher at over 7% per annum, which comfortably exceeds the rate of copper growth demand of about 4%, just as an example.

This is due to a number of factors. Aluminum is used in a wide range of applications and is well-placed to benefit from demand trends throughout the global economy. It will benefit from construction activity related to urbanization in emerging regions such as China and global infrastructure spending, particularly on power. It is also set to benefit from transport infrastructure due to its light weight and relative strength and from the growth in middle-class spending worldwide, with a role in consumer packaging and consumer goods.

Although energy-intensive in its production, aluminum has many environmental advantages over its life cycle. It is easily and efficiently recyclable. And its light weight means that it is well-placed to benefit from new applications and substitution from other areas. And we think in the long term, it will become a winner in the global warming debate.

The importance of Chinese demand cannot be underestimated. Ten to 15 years ago, Chinese demand for key metals like copper, aluminum and iron ore was nominal in a global scheme. And even at five years ago, it would have represented approximately 5% to 10% of global demand. Today, China represents between 20% and 30% of global demand for copper and aluminum and over 40% for iron ore demand. Steel, copper and aluminum are the three key metals behind the Chinese growth story. This transaction will put our aluminum business in a comparably stronger position to our iron ore and our copper businesses, which are very strong in their own right, and our position as supplier to the Chinese market is certainly reinforced.

The emergence of China as a major consumer for our products has transformed our markets and has helped reduce dependence on what used to be our main markets in the industrialized economies. And today, we are less dependent on demand from any one region than ever before.

Of course, where goes China, India is likely to follow. While India will have a different GDP growth path to China, it is growing nearly as fast, but from an earlier position on the cycle.

The chart on this following slide illustrates aluminum consumption on a per capita GDP basis. This is the path which has been observed for many metals over many years, and aluminum is no exception. It shows rising metal intensity as per capita GDP increases. On average, wealthier countries tend to use more aluminum per capita than those that are not wealthy, which is why you see China and India sitting at the bottom left of the chart and the U.S. and Japan on the top right.

What is interesting is the size of these bubbles representing the size of the absolute aluminum consumption in each of these countries. As you can see, the total size of the Chinese market is huge, even at this relatively early stage of its economic development. This suggests as the developing companies grow their GDP, the demand outlook will be and will continue to be extremely robust. Then, as I’ve said, you can’t help but notice the demand growth potential for India positioned at the far bottom left of the chart. It will move along that chart.

In recent years, we have seen the supply-side response, with strong demand and a rapid growth in smelting capacity, particularly in China. However, we have also witnessed the trend in rising costs and the industry cost curve has steepened as well as risen, as you can see from the highlighted area of the chart on the left. Part of this rise in industry costs are cyclical, driven by high-cost aluminum prices. But there’s also a more permanent structural component to this rise in costs. Even as China has increased its alumina refining capacity, it has become more and more dependent on high delivered costs off-site. And this situation is likely to remain, if not compound, over time.

The added capacity in Chinese smelting also tends to have high operating costs, as illustrated in the chart on the right, which shows that China now dominates the highest-cost quartile of the cost curve.

Energy costs account for approximately one-third of total cash operating costs for the average smelter. And these costs are likely to rise, particularly in China, where energy constraints are rising. Chinese policymakers are likely to discourage the export of energy-intensive products.

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As costs across the industry rise, the value of these assets occupying and enduring sustainable positions in the lowest-cost quartiles will increase further and continue to be competitive and continue to differentiate ourselves from the higher end of the cost curve.

The low end of the cost curve is exactly where Alcan’s assets are positioned. As you can see from the following chart, 83% of its smelting assets are in the lowest two cost quartiles and have a sustainable, competitive, enduring cost position due to its self-generating power assets and long-term power contracts. This transaction will preserve that position by ensuring the terms of the Quebec continuity agreement which underpins these contracts are met. Moreover, Alcan’s smelting technology is the industry benchmark, and its proprietary AP technology leads the market, with over 6 million tons of capacity installed worldwide.

Rio Tinto over the years has demonstrated its leadership in understanding and managing all the cost drivers of this business. With the development of the new generation of AP technology, that is the AP50, the combined group will continue to lead the sector in cost and energy efficiency. Alcan’s leadership in smelting R&D, reflecting the historic [technical difficulty] position in France, is expected to lead to even further improvements in energy and carbon efficiency. And this will be especially important in the future carbon-constrained world that we should expect to live in.

Alcan’s competitive position with regard to energy supply, a vital ingredient in the aluminum business, is unique. Self-generation and long-term contracts cover about 90% of Alcan’s overall energy requirements and offer the scale, the competitive position and the longevity that make this such a strong fit with Rio Tinto’s long-term strategy.

Sustainable development is a fundamental pillar of both companies’ strategies, and one of the great benefits of hydropower – it has a very, very low carbon footprint. Alcan’s unique access to this power supply will therefore allow the combined group to be both environmentally friendly, be well-positioned for carbon restrictions and pricing, and highly competitive from a cost perspective.

Hydropower also builds on Rio Tinto’s existing climate change and energy strategy, as we’ve seen the group start up a significant carbon capture and storage initiative and develop its uranium portfolio to take advantage of the potential future nuclear renaissance. In many ways, this hydropower position complements our strategy by being in itself a long-life, world-class, cost-competitive resource.

Turning now to bauxite and aluminum, the combination of Rio Tinto and Alcan will create the number one bauxite producer with a very strong forward position based upon the reserves and resources at Weipa and Gove in Australia and also in Guinea. Just to give you an idea of scale, together, the combined reserves of the two companies will allow for over 50 years of current production, plus significant additional resource.

New development opportunities will open up Weipa in particular to take advantage of Rio Tinto’s outstanding bauxite resource and the complementary nature of the two companies’ assets in northeast Australia. The combined group’s alumina refineries will be large and low-cost, and further expansion is envisioned across the portfolio. We will have a clear pathway to becoming the number one producer in alumina, all the things being equal in the rest of the sector, with the commissioning of the Gove expansion and the recent announcement of expansions at Yarwun, which combined will add 4 million tons of incremental capacity.

Alcan has announced it has an overrun on capital to its Gove expansion. And we recognize it has been challenging, but we are confident that we can add value to the commissioning of that project from some of our own project execution skills, and of course, our long exposure and deep capabilities in Australia.

The next slide illustrated our combined leadership in the aluminum sector and the aluminum industry. On a world production basis, we will again be number one in bauxite and number one in aluminum smelting, based upon data from 2006. We will be in the top rank of alumina producers and have said already we have identified clear pathways for expansion to about 12 million tons combined. And our goal, therefore, is to be number one in that sector too.

Aluminum is a sector where competitors can be out of balance in the production chain from mine to metal. In those terms, Rio Tinto/Alcan will be very favorably balanced and very favorably positioned.

You will see from the next slide that most of Rio Tinto and Alcan’s aluminum assets are secured in attractive locations, with Alcan’s assets complementing the overall balance of Rio Tinto’s assets and growth space. Any future opportunities, of course, will lie outside these areas, but we are by no means restricting what we look at or where we go. But the location of our existing assets gives us a solid foundation, a solid benchmark and position from which to expand.

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Growth is important, and there will be plenty of opportunities to create value from optimizing the development sequence of the combined opportunity sets. These two businesses have very complementary pipelines. For example, both companies have committed to or are in the progress of reviewing the potential for large-scale investments in the Middle East. Rio Tinto is currently undertaking a feasibility study for a 750,000-ton smelter in Abu Dhabi, while Alcan is part of the way through the construction of a Sohar smelter in Oman, with further expansion opportunities in the pipeline. It has recently formed an integrated joint venture opportunity to study the bauxite, alumina and metal opportunities in Saudi Arabia.

Other smelting developments in Canada and South Africa, Iceland and Malaysia are all underpinned by alumina and bauxite expansion. The long-established position and operational experience of Rio Tinto in South Africa will certainly support the Coega smelter project.

Moving to the structure of the new group, you can see that the acquisition of Alcan significantly rebalances our commodity portfolio, giving us a more people weighting between iron ore, between copper and between aluminum. And as I have said earlier, these will be the three key metals for China’s growth, and then of course, India’s.

You can see from this chart on the right that the EBITDA contribution from Alcan and Rio Tinto’s aluminum assets combined would have represented approximately one-third of the combined group’s EBITDA in 2006.

As I have mentioned, we plan to divest Alcan’s packaging business immediately, in agreement and in coordination with Alcan. Following that, there will be a broad review of the entire Rio Tinto portfolio. As Rio Tinto gets larger, we have a new tail of assets, which may or may not meet our requirements of scale and competitive position. We have always looked at active value-based portfolio management of some of these assets, and we will continue to do so as we have done in the past.

We have committed to build our combined Rio Tinto/Alcan aluminum business around our natural strengths in Canada, Australia and France. The headquarters for the expanded product group and the smelting business will be in Montreal, given the significant presence Rio Tinto and Alcan have had in Canada and our commitment to grow our presence in Canada and Montreal. We will also establish one of our regional shared service houses in Montreal to support our new enlarged asset base and operations in Canada.

The bauxite and alumina businesses and associated R&D activities will be managed globally from Brisbane, which of course is logical, given the strength and the presence of the combined businesses in Australia. R&D in primary aluminum will be directed and managed from Canada and undertaken in both Quebec and France, given the key operations and existing key capabilities in these locations.

Over the years, Leigh and I have both talked about the competitive advantages to be gained from Rio Tinto being better joined up, benchmarking past practices and instituting programs like Improving Performance Together, or IPT, where the best operations become the natural template for the group as a whole. Alcan and Rio Tinto/Alcan will fit well into these efforts, and the integration will focus on a number of opportunities. Business system integration will be a high priority, making use of our established hub-and-spoke systems, IPT and leveraging off global procurement, shared services and other systems we have been investing in over the past few years.

Guy will discuss some of the synergies in more detail, but the investment we’ve put into global system over these years will certainly provide dividends and continue to provide dividends into this very important integration.

As I have said from the beginning of the presentation, the common values and the belief in sustainable development that are at the heart of both businesses will be vital to our future success as a combined group, and I certainly think will be an aid to bringing the ready and the efficient integration of the combined group.

We believe that our employees are of the highest importance. As such, we have a shared commitment to excellence and the safety and welfare of all of our employees and our contractors. Rio Tinto and Alcan rank among the very best performers in the metals and the mining sector in terms of our long-term injury frequency rate. And we are absolutely committed to maintaining these high safety standards and high safety performance.

We also consider the fair and the decent treatment of our employees to be vital and recognize and respect our employees’ rights. We respect the cultural heritage and the environment in the communities in which we operate, where we work in partnership to optimize economic effects of our activities on their livelihood, as well as the overall economy. And we seek to be the acknowledged leader in environmental performance by demonstrating good stewardship of natural resources by reducing our environmental footprint and by meeting community expectations to support sustainable development.

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These shared values create a firm basis and a firm foundation for successful combination of the two businesses. We’ve thought long and hard about the right way to approach this integration, and we are pleased that Dick Evans will be staying on in order to help implement and lead this integration. And with that, I would like to now hand over to Dick, who will say a few words.

Dick Evans  - Alcan Inc. - President and CEO

Good morning, good afternoon, everyone, and Tom, thank you very much for that introduction. Also thank you, Paul, very much for that warm welcome to Rio Tinto.

As someone who has spent nearly 40 years in the aluminum industry, I think you can imagine it is a pleasure for me to be here today as part of announcing the creation of a new world leader in aluminum. And as Tom has described, it is a world leader in all respects – it is a world leader in scale, it is a world leader in growth pipeline, it is a world leader in cost position, and it is a leader in technology – very important for the long-term future.

I think Tom has done an excellent job of explaining some of the favorable structural aspects and outlooks for the aluminum industry, and also the excellent complementary fit of the upstream assets.

I cannot help but comment, again, as someone with a long history in this industry, that we are not the first to contemplate this combination. In fact, I know there have been several contemplations of this combination in previous decades, and they never were completed. So we were not the first to contemplate, but I expect we will be the first to complete.

And I am very pleased, as Tom ended on the aspect of shared values, that we have found a partner to join with who do share Alcan’s values up and down and across the board. And in particular, I think I have to start with shareholder value. I think we have very common views of creating and maximizing shareholder value. I think we have shared values around our treatment of people and our commitment to people. I think we have shared values around our commitment to environmental, health and safety issues and to the communities in which we operate.

So I very much look forward to joining my new colleagues in Rio Tinto, in Rio Tinto/Alcan. And perhaps that’s a very good segue over to one of my new colleagues, Guy Elliott, who is in London. Guy?

Guy Elliott  - Rio Tinto plc - Finance Director

Thank you very much, Dick, and good morning to everybody here in London. Good afternoon and good evening to those of you in Australia.

Look, I am going to provide you with a bit more detail on the financial structure of this deal, which let me start by saying meets nearly all our strategic criteria for value and quality. I am then going to talk about the impact which the deal has financially on Rio Tinto, and then I’m going to hand back to Paul to wrap up.

First of all, the financial rationale for this transaction is strong. We expect the acquisition to be both earnings accretive and cash flow positive in year one. It is value-enhancing for Rio Tinto shareholders, by which I mean that it is positive in net present value terms.

Now, the offer is subject to a number of conditions, including acceptance by two-thirds of our current shareholders – of the shares tendered by Alcan’s shareholders, it’s subject to receiving shareholder approval from Rio Tinto’s shareholders, and also a number of government and regulatory approvals. There is a break fee of 2.75% or $1.05 billion associated with this transaction.

We will be seeking Rio Tinto shareholder approval for this transaction in September, and we expect to close the transaction in the fourth quarter. This permission from the shareholders will require a 50%-plus approval of the combined PLC and Limited register.

Now turning to synergies, we have identified approximately $600 million after tax of annual synergies from this combination. These synergies are largely derived from our complementary assets in northern Australia, but there are also synergies available in R&D, in procurement, in financial and fiscal integration, and in typical corporate and other overhead. We expect that half of these synergies will be available in 2009 and that we will achieve the full run rate from 2010.

Now, because Rio Tinto has an upstream bias, there are no synergies available from the packaging division, for example. But we do intend to realize full value from selling these assets in the marketplace. As Tom said, we also believe that there are additional benefits which we can derive

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from the sharing of best practice and technology. Rio Tinto’s IPT program will be critical in this regard, as well as in facilitating the integration of Alcan with Rio Tinto.

Now moving on to funding, as Tom mentioned, the cash offer of $101 per Alcan share equates to a total equity value of around $38.1 billion and an enterprise value of $44 billion. Rio Tinto’s balance sheet and cash flow are in an extremely strong position, and as such, Rio Tinto is able to finance this transaction by taking on additional debt provided by the Royal Bank of Scotland, Deutsche Bank, Credit Suisse and Societe Generale.

Our goal is to maintain a single A rating category. We will therefore seek to deleverage the balance sheet upon completion of the transaction. This will be achieved partly by our strong internal cash flow, partly by the divestment of the packaging division and potentially other Alcan assets and also some Rio Tinto assets which lack the scale and long-term competitive position to belong to the larger group. Now, we expect to conclude some of these sales in the months following the closing of Alcan, subject, of course, always to value.

Naturally, our existing $8 billion capital management program, of which $6.3 billion has been completed, will be discontinued. Of course, our commitment to our long-standing progressive dividend policy, which has been increased by approximately 60% compound over the last three years, is unaffected. We believe this is a core component of our investor proposition.

Our gearing is clearly going to rise as a result of this transaction; however, Rio Tinto’s balance sheet has more than enough capacity to accommodate it, with gearing levels currently relatively low and cash flow very high. We estimate that gearing will rise in the short term to 64%. However, potential asset sales of noncore businesses should reduce this number going forward.

Looking to the future, we believe that Rio Tinto will retain the balance sheet strength following the acquisition to continue to pursue both organic growth and value-adding M&A opportunities in line with our stated strategy.

The Alcan/Rio Tinto deal will create a company of high-quality, low-cost, long-life assets which generate very strong cash flows, absolutely in line with Rio Tinto’s historic strategy. Pro forma combined revenues for 2006 total $49 billion. I’d point out that this number includes the packaging division of Alcan, which had revenues of $6 billion in 2006. Pro forma EBITDA totaling $16.5 billion represents an increase of 30% over Rio Tinto’s, while net debt is forecast to increase from $2.4 billion to $46.3 billion following the deal, but before any disposals. Rio Tinto’s net debt to EBITDA ratio is expected to increase to 2.5 times before any disposals.

So to wrap up, this transaction is a logical fit for Rio Tinto. It is consistent with our strategy of investing in high-quality, low-cost, long-life assets. It’s both earnings accretive and cash flow positive in the first year. And it will create considerable synergies. It is value-enhancing to Rio Tinto’s shareholders and it will transform Rio Tinto into the global leader in the aluminium industry.

So with that, let me hand back to Paul.

Paul Skinner  - Rio Tinto plc - Chairman

Thank you, Guy. I would just like to conclude by reiterating our commitment to those key countries where our operations are located and where so many of our employees are based.

First, it gives me particular pleasure to be here today, given my prior involvement in Canada over many years, culminating in a period as Chairman of Shell Canada during the development of the Athabasca oil sands project.

I think it is important to understand that Rio Tinto also has a long and strong commitment to both Canada and Quebec, and it is a mutually productive and very successful relationship. You can see from the slide the financial contribution that we made in 2006, but that is only part of the story.

We strongly believe in giving our management and employees the opportunity to make a significant contribution to shaping and driving the performance of our businesses. The opportunities that being part of a larger group with geographic and product diversity are numerous in terms of international commercial experience, cultural understanding, technical skill enhancement and personal development. We believe in making the best use of the talent we have across the Group, and we look forward very much to working with the many talented Alcan people.

As far as the group structure in Canada and Quebec is concerned, we do not see the need for significant change. The product group’s global headquarters will be in Montreal, and the headquarters of the aluminium smelting research and development group for the whole combined

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business will be here in Quebec. The chief executive of Alcan, Dick, from whom you have heard, will become head of the combined aluminium product group, and I must say that is for us a real pleasure to have somebody of that experience and quality leading the implementation of this new enterprise. We will also be welcoming two nonexecutive members of the Alcan Board to our own Board in addition to Dick.

We are considering the basis for a secondary listing of Rio Tinto plc shares on the Toronto Stock Exchange, and we plan to establish a Canada forum to advise our Board on Canadian economic, political and social issues.

We are also committed to creating the Rio Tinto/Alcan Foundation, with an endowment of C$200 million to be built up over five years as part of our ongoing commitment to Canada, to Quebec, to Alcan, and most importantly, to its employees.

Turning to Australia, this transaction opens the way for Australia to play a key role in a global aluminium industry leader. It creates the single largest global mining and refining business for the worldwide bauxite and alumina assets of Rio Tinto and Alcan, which will be managed from Brisbane. It combines complementary Australian and New Zealand aluminium sector assets of the two companies, providing more opportunities for future integration and expansion of output.

It also provides Australian shareholders in the DLC with exposure to the global leader in aluminium, with the scale, technical leadership and managerial capability to exploit current and emerging global markets. And it gives greater exposure to the Australian assets currently held by Alcan.

Importantly, there will be no dilution of our commitment to investment and growth in Australia. Our recent announcements on the Yarwun expansion last week and the massive scale of our continued iron ore expansion in the Pilbara are testament to this.

Turning to France, Rio Tinto has had an involvement in France since the late 1960s, when we acquired a borate business with a milling operation in Coudekerque. This position was enhanced by the acquisition of Talc de Luzenac in the 1980s. In addition, today we have a research and development facility for our minerals operations in Toulouse.

We recognize that this transaction will provide a step change in our assets in France, in aluminium in particular, which is, of course, well-established in France and where France has had a leading history of successful innovation. We look forward to benefiting from this and building on the expertise and track record of innovation. As Tom said, the technology challenge will increase as energy costs rise and our industry becomes more carbon-constrained.

So in summary, the transaction brings together two businesses with complementary asset portfolios and with a common view of the right strategic business model to deliver long-term value. We strongly believe that the combined high-quality assets, skills, experience and scale will be key competitive advantages in the current environment of rising costs and increasing focus on climate change. This is, without question, a milestone in Rio Tinto’s strategy of building a portfolio of high-quality, long-life, low-cost assets. And we look forward to pursuing many more growth opportunities from the strong operational platform we have created across the group.

So thank you for your attention, and now we will be very happy to take your questions. It is very early in the morning here in Montreal, and we seem to have more presenters than audience, so Guy, I think that is going to give you a challenge to chair this on our behalf and direct the questions appropriately. Thank you.

QUESTION AND ANSWER

Guy Elliott  - Rio Tinto plc - Finance Director

Thanks, Paul. Here in the middle, please, let’s start with you.

Paul Mylchreest  - Redburn Partners - Analyst

Paul Mylchreest from Redburn Partners. This obviously represents a massive expansion of a business that is arguably not perceived as one of the most attractive in the Rio portfolio. Do you find it hard to compare it with the likes of Falconbridge, Inco and WMC, which have obviously

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passed you by? So I just wonder, does it show that you have essentially given up on any major M&A possibilities in the likes of copper, iron ore and some of the other parts of your portfolio?

Guy Elliott  - Rio Tinto plc - Finance Director

Are you going to take that, Paul, or Tom?

Paul Skinner  - Rio Tinto plc - Chairman

Let Tom start it.

Tom Albanese  - Rio Tinto plc - Chief Executive

Thank you, Paul. I think that we’re looking at all aspects of the metal sector in any given time, and certainly have a complementary stream of organic plus M&A opportunities that we’re always considering and always evaluating. I think it is fair, the point you raised, that aluminum prices have not necessarily risen in this phase of China’s growth as fast or as far as either copper or some of the other metals have risen.

I think that, in a sense, provides an opportunity in itself, because as we look at the current price for the various metals and what we would see as a long-term price based upon a combination of the marginal costs of the most expensive production and the incentive price for the next unit of future production, the delta between aluminum and that long-term price is smaller than it would be for, say, copper or for nickel.

A lot of the reason that aluminum has not increased in price as much is because of the supply growth in China. But that has come at a cost of increasing the total cost curve. And I think what that has done is that it has locked in a larger delta between the first and the second quartile and the fourth quartile, which we see as driving the economics of this transaction.

And then just finally, to round that out, I think in terms of giving up on any other growth or acquisition, I think you were all here when we announced the Ivanhoe deal with Oyu Tolgoi less than a year ago, as a matter of fact about six months ago. And that was an example of still finding opportunities in copper where we can find value-enhancing M&A in what we would see as truly best-of-class global resources.

Paul Skinner  - Rio Tinto plc - Chairman

If I may just add a few words to Tom’s response, perhaps even from a Board perspective, the Board is absolutely delighted with this transaction because it lifts a business which in global terms was arguably midscale with a rather skewed geographic footprint to one with leading global scale, well-balanced, through the value chain. So I think we can with this transaction put a big tick behind the strategic position of our aluminium business.

But I would like to just assure you that our Board is very determined that Rio Tinto will continue to grow strongly, committed to value through a combination of both organic and M&A-type growth. We are certainly continuing to look very actively at other opportunities which we believe are available to us. And so I wouldn’t want you to take away any conclusion that somehow this is the end of a story and that there are no other opportunities there.

Heath Jansen  - Citigroup - Analyst

Heath Jansen here from Citigroup. Just a question for you, first of all, Guy. You said that the transaction met nearly all your investment criteria. I’m just wondering whether you could discuss which investment criteria it did not meet.

And then secondly, could you just go through the rationale about why you are keeping the engineered products division – you have traditionally favored the upstream operations – and how is that going to sit going forward?

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Guy Elliott  - Rio Tinto plc - Finance Director

Why don’t, Tom, you talk about engineered products and I will try and figure out why I said nearly. You’ve got to take engineered products first.

Tom Albanese  - Rio Tinto plc - Chief Executive

I will do engineered products first. Thank you, Guy. I think that as we’ve looked at this, and we look at all parts of the Rio Tinto businesses, engineered products – been a good business, it’s making money, it’s generating returns. And if we look at the full range of Rio Tinto products as we speak now, we are in a very good position where all of the businesses of Rio Tinto are making money, generating cash flow and in a good position.

Over the years, that hasn’t always been the case. We have flagged challenges we have had at places like Palabora, IOC and KUC even 10 years ago. In every case, we have fixed them and they are quite robust businesses now.

When we look at the total portfolio of Rio Tinto now as a bigger organization with a bigger tail, we will look at all aspects of the businesses. All of them are good businesses in their own rights. Certainly engineered products is in that category. And we will be basically looking at them all as part of this global strategic review and testing them for value, testing them for strategic fit, and in some cases, testing them for how others may view this as compared to how we may value those particular businesses. So I think it is fair to say that all parts of Rio Tinto will be considered.

Guy Elliott  - Rio Tinto plc - Finance Director

Heath, I am grateful for you to follow me up on this, because I would like to withdraw my words. I think there is no doubt that this meets all our criteria. And I’m serious about that. I think that when we look at low costs, we saw the slide which said more than 80% of these assets were in the first or second quartile of costs. Long term, in some cases, in BC and in Quebec, we’re talking about perpetual water rights. And in other cases, we’re talking about many decades of rights and contracts. So it is undoubtedly a very long-term business.

So in terms of quality, I don’t think that there is any doubt that this is an excellent business. Going back to the previous question about aluminium, you can always argue which product is the next one to choose. You can pick your commodity. But I prefer always to pick the assets. And the assets in this case are the highest-quality assets. And then, finally, their value – again, I think that this is going to create value for our shareholders, without a doubt, both in the transaction and also to go forward with the growth of the business.

So all in all, I withdraw “nearly.”

Tobias Woerner  - Man Securities - Analyst

Tobias Woerner from Man Securities. Two questions, if I may. The first one relates to your statement about the gearing level – 64%. And clearly, you’ve tried to find some of this by disposing of certain assets. But can you exclude, post the completion, a potential rights issue here and give us your thoughts on how you get to that 64% eventually?

And then secondly, the question in my mind was when you announced this deal this morning, you look back a year and the same assets were there as well. Why now? Why did it take you so long to put these two businesses together?

Guy Elliott  - Rio Tinto plc - Finance Director

Tom, would you like to answer the second of those, and I will take a track at the gearing question now.

Look, at the moment our gearing level is very low. Indeed some people have criticized it for being so low. And I think that it will rise, of course, to this pretty high level following this acquisition.

Now, as you say, we are going to make some disposals. We are certainly going to dispose of the packaging business. And as we have said, we are going to be looking at the whole combined business of Rio Tinto and Alcan together and saying to ourselves, well, which businesses in both portfolios now look in this larger united business – subscale, noncore or for some other reason, no longer such a good strategic fit.

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Now, we haven’t done that yet. We don’t know which assets we are going to conclude fit into that category. But some will, I am quite confident of that – I’ve got a few initial ideas. And the sale of those, which we will pursue with our usual vigilance for the creation of value, will, I think, create further inflows of cash.

The other point that I would made is that we are generating in the region of $1 billion a month at the moment from our existing business, which is obviously in a very strong position. It is strong because our businesses are high-quality businesses and low-cost businesses. And they are enjoying, of course, terrific prices across the board. So we are generating a lot of cash anyway. We will generate more by selling some of these assets. And I think we’ll get the balance sheet back into good shape.

Now, as to your question of a rights issue, that is always an option that we can look at one day. At the moment, very little, if any, work has been done on that. The whole purpose at the moment is to focus upon disposals and on integrating the Alcan business.

So those are the points I would make. And now over on the question of timing, Tom.

Tom Albanese  - Rio Tinto plc - Chief Executive

Thank you. You asked the question of why now. I think as we have said over and over, we’re always running the ruler on all opportunities in the mining universe, and certainly, with a particular focus on those quality businesses, those quality assets that we would see in any of the sectors that we would then be in, including sectors that we may not be in in that mining universe.

From time to time, running that ruler identifies an opportunity, but for a variety of reasons, that opportunity may not be available for an M&A-type transaction. But we do see from time to time that the opportunity, as it arises, coincides with the opportunities that we see for value creation, strategic fit, and that is exactly what happened in this particular case.

Now, of course, these are always competitive processes. This is a very competitive process. There aren’t that many top-quality global resources in any of the mining sectors that are out there right now. And we have done the same level of rigor, the same level of analysis on this one, and I am very excited with where we have ended up.

Paul Skinner  - Rio Tinto plc - Chairman

Guy, I would like to, if I may at this point, just seek a couple of questions from Australians who are party to the call. It is being moderated in Australia. So perhaps, could I ask for a question from Australia?

Operator

Rob Clifford, ABN AMRO.

Rob Clifford  - ABN AMRO - Analyst

Just a couple of quick questions. Firstly, you talked a lot about supply and – sorry, a lot about demand coming from China. I guess I would like your comments on the supply side of the equation, given that they have surprised on supply, and if you could, how much of your current combined aluminium production actually goes into China at the moment. That is the first question.

The second question is about the hydropower. You talked about it in ore body terms, which I think is a good analogy. But you talked about it being a Tier 1 asset, which you have described before as being low-cost, large, and the third point being expandable. Can you expand from the hydropower ore body, if you like, or can you draw more power from it, or is it capped out at this point in time?

And just the third question – I wonder what is happening to Oscar Groeneveld through all this. Thank you.

Paul Skinner  - Rio Tinto plc - Chairman

Thanks very much. We will pass that series of questions to Tom.

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Tom Albanese  - Rio Tinto plc - Chief Executive

First of all, on the supply and demand picture for China, we have for a long time, I think going back to the original days of the Weipa business, been a very important supplier of aluminum metal to Japan. And certainly, from time to time we are selling metal into China, depending on the supply/demand balance that’s within China itself. And in addition, we have been selling some bauxite and some alumina from time to time into the Chinese market.

In many ways, the Chinese story around aluminum, alumina and bauxite are as much about how it affects the global pricing regime than whether the particular metal or mineral units are going specifically into China itself. We have long-term relations with Chinese customers and I would perceive those to be continued and certainly strengthened with this transaction.

Maybe I would like – that is a very good question, Rob, on hydropower – Dick, if you wouldn’t mind just commenting on how you view hydropower and the growth around hydropower.

Dick Evans  - Alcan Inc. - President and CEO

First of all, in Quebec, which is our main location for hydropower, that is where the largest single chunk of hydropower is located, we have continually improved the efficiency of our system and the water management of our system. And there is additional incremental opportunity to do that. We have a particular project that we have already announced, which is a 13th turbine on one of our generating stations which will add additional generating capacity.

In addition to that, when we did the Quebec agreement in which we negotiated with the province of Quebec what we think is a very good win-win opportunity for a very cost-competitive expansion, we were allocated an additional 200 megawatts of purchase power at very competitive prices.

Beyond that, we have other opportunities that we have explored in the past and continue to explore. We have a smelter in Cameroon, for example, and Cameroon is a nation that does have substantial hydro potential. So that is one opportunity that we continue to explore.

In Iceland, we have developed a good relationship with the authorities there and have secured purchase power supplies, but based on hydro and geothermal on a very long-term basis at very competitive prices.

Tom Albanese  - Rio Tinto plc - Chief Executive

Thank you, Dick. And maybe I will just close out with you third question with respect to Oscar Groeneveld. First of all, I would like to publicly recognize and express my appreciation for Oscar for all the work he has been doing in terms of championing this from day one, recognizing a vision for a global Rio Tinto/Alcan and fully supporting it and fully putting his team wholeheartedly behind this. And he’s been leading many parts of this activity from the front lines from the very beginning. And he will be a very important part of the overall integration effort. And I have been working with him literally on a day-to-day basis over the past few weeks.

Paul Skinner  - Rio Tinto plc - Chairman

Thanks, Tom. Could we take another question from those linked from Australia?

Operator

Glyn Lawcock, UBS.

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Glyn Lawcock  - UBS - Analyst

I just had a couple of very quick questions. Firstly, the listing in Canada, just wondering if it will be fungible and whether you have any thoughts on the impacts on the spreads.

Secondly, if the Rio shareholders were to vote down the merger, is the break fee still payable?

And thirdly, just wondering if you have any stock in Alcan at the moment prior to making this offer.

Paul Skinner  - Rio Tinto plc - Chairman

On the third question, I can confirm the answer to that is no. But I will pass the question of the Toronto listing and voting of Rio’s shareholders to Guy.

Guy Elliott  - Rio Tinto plc - Finance Director

The answer on the Toronto Stock Exchange listing is that we’re going to look at this possibility. I think it is an attractive idea, if we can make it work. I think that the answer to your question is probably no, and this would be a secondary listing, a bit like the listing which we have of ADRs in the New York market.

But anyway, that’s all for the future, and we will be looking at what conditions apply should we do a secondary listing in Toronto, as we would hope to do.

In terms of the break fee, if Rio Tinto’s shareholders did vote down the proposal, which we do not foresee as likely, but that is their prerogative, then it would be – a break fee would be payable. We will be giving details of the break fees, of course, in our circular.

Paul Skinner  - Rio Tinto plc - - Chairman

Thank you, Guy. Thanks for the question, Glyn. One more from Australia, then we will go back to Guy in London.

Operator

Craig Campbell, Morgan Stanley.

Craig Campbell  - Morgan Stanley - Analyst

My question relates to synergies. I am wondering if you’re able to give us some color on how the $600 million in synergies is comprised. And within that, have you assumed any credit for carbon offsets, given the hydropower, etc.?

Paul Skinner  - Rio Tinto plc - Chairman

Okay, do you want to start on that, Tom?

Tom Albanese  - Rio Tinto plc - Chief Executive

Yes, I think maybe I will hit right off on the carbon offsets. While we do anticipate a carbon price regime in the future and we certainly take that into consideration, as we look ahead in investment consideration, I wouldn’t say we had any specific or material effect of that synergy number that Guy presented. But maybe, Guy, if you want to round out and put more color on what you presented around synergy.

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Guy Elliott  - Rio Tinto plc - Finance Director

There are some pretty important cost and efficiency synergies here that apply to the business. But in addition to that, we have got some significant financial synergies that arise from the structure in which we will hold and manage this business.

And so we can see that something over half of the synergies are of a kind that relate to the way in which we will financially structure the business. And the balance will be those sorts of synergies that I touched on which arise in places like northern Australia.

Now, of course, the financial and corporate synergies I am talking about embrace quite a number of things – procurement, supply chain, corporate overhead, matters like that, shipping possibilities – there’s quite a few things that we think we can do which make a lot of sense as a result of combining the two businesses. So we think these are pretty strong synergies, ones that – they’re going to be different from anybody else’s synergies, and they work very well for us.

Paul Skinner  - Rio Tinto plc - Chairman

Guy, can we go back to your audience in London for questions?

Guy Elliott  - Rio Tinto plc - Finance Director

In the middle here again.

Paul Mylchreest  - Redburn Partners - Analyst

It’s Paul Mylchreest, Redburn Partners. I do admire you for not getting your advisors to ask you easy questions, which is often done in this situation. But what I would like to ask is several weeks back, sell-side analysts met with Cynthia Carroll, ex Alcan Primary Metal, and in the informal part of the meeting, she expressed the view that the right combination strategically was Alcan and Alcoa. So I would like to ask Dick Evans, if I may, if Rio and Alcoa offered the same in terms of value, which side would he jump and why?

Dick Evans  - Alcan Inc. - President and CEO

I think as you know, we explored a friendly transaction with Alcoa. And clearly, we did see synergies with Alcoa, similar to synergies that we see with Rio and in fact with others. And as our Board went through a very rigorous process over the last two months, of course, we did have options. We had multiple interested parties. And we were interested in choosing a partner and a buyer who had the best fit in all respects, beginning, of course, with shareholder value, but the strategic rationale of the business.

And the conclusion at the end of that analysis was that the fit with Rio was the best. It brings us the complementary bauxite/alumina that is complementary to our smelting. It brings us some technology and some very good people that Rio has. It brings us the geographic footprint we find attractive from our standpoint.

And most importantly, I think, it does not bring us a lot of other baggage. And unfortunately, from an Alcoa standpoint, as you have seen in our rejection of the Alcoa offer, there is a lot of baggage in an Alcoa/Alcan combination – a lot of regulatory risk, a lot of process risk that would eat away significantly at synergies between those two businesses.

So I think the short answer is, at the end of the day, it is not a hypothetical question – we answered it. We chose Rio.

Paul Skinner  - Rio Tinto plc - Chairman

Thanks very much, indeed, for that response, Dick. And if I might just add to give a little flavor of the process, clearly we have been in discussion with Alcan over an extended period at multiple levels. And it has been very clear through that process just how much we, as a potential suitor of Alcan at that stage, have been tested in terms of our commitment, right across the range of intentions, from strategic to those related to the important common values we share. And that has been very evident in the process.

Another one from you, Guy?

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Guy Elliott  - Rio Tinto plc - Finance Director

Yes, Heath again, please.

Heath Jansen  - Citigroup - Analyst

I just wanted to ask an operational question. With your smelting base, it is going to sit on the second quartile in terms of the cost base. I’m just wondering whether you can actually move that down the cost base quite rapidly. Clearly, Alcan has been short alumina, and maybe it had been paying quite a high cost for that alumina. I’m just wondering whether you are going to offer them lower-cost alumina.

And then secondly, just in terms of the potential divestments, I assume that you’re looking to divest some smelters. And is that going to lower you down the cost base even further?

And then just a second question – clearly you are not going to tell us what [ali] price you are you using, but by the sounds of it, you have taken up your long-term assumptions on ali. Can you just sort of give us some clarification whether that indeed has occurred?

Guy Elliott  - Rio Tinto plc - Finance Director

(multiple speakers) I was just going to say I think Heath has answered his own second question, elegantly so. Let’s concentrate on the first.

Tom Albanese  - Rio Tinto plc - Chief Executive

Maybe I will start off by talking about where the smelting of the combined group sits on the quartile and the things that we could do, but then maybe ask Dick if he has any more specific additions to add to that.

But as we look at the average on the second quartile, you are correct, Heath, that there is a range of assets there. And certainly, as we look at this global portfolio review, we’ll have to take that into consideration. It would be our intention to move the right direction on the – or move to the lower cost on the cost curve rather than the upper portion. And certainly, the objectives of looking at IPT, looking at some of the greenfield opportunities and looking for where that tail may sit will all lead in that direction.

I would add that to have been more balanced in terms of the mine to metal stream will certainly provide opportunities to stay out of a high-priced spot alumina market.

But Dick, if you want to add to that.

Dick Evans  - Alcan Inc. - President and CEO

Yes, I could add a little color to that. Alcan today is at the low end of the second quartile, so very near the first quartile on average, with over 50% of our capacity in the first quartile today. And that stays about the same or moves up just slightly with the addition of the Rio smelting assets.

The important thing, I think, is that the pipeline of new projects that we have, such as Sohar that Tom mentioned, is low first quartile – it is probably first decile. And then you go on to the Kitimat project, it will be first decile. You look at the Coega project in South Africa, it will be first quartile. The Ma’aden project in Saudi is first quartile. My understanding is that the project in Abu Dhabi of Rio’s is a first-quartile project.

So we have been moving down the curve. We had our own plans to move substantially more capacity into the first quartile, as you can see. And I see the Rio combination only assisting and accelerating that move.

On the alumina side, I think as the gold expansion comes onstream, that will clearly move our cost position in alumina down, and Yarwun, too, of course is intended and will be a first-quartile project. So our pipeline there looks very attractive. That will allow us over time to eliminate some of the higher-cost capacity which we have been consistently doing in the past. So I think the short answer is we have every intention of moving down both on a smelting basis and on an integrated alumina and smelting basis.

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Guy Elliott  - Rio Tinto plc - Finance Director

Let me touch on the price, if I may, since you asked about that. I think you know that we have looked at all our prices, and aluminium is no exception. And we have raised our long-run aluminium price, just as we have raised every single other one of our prices.

But it is also important to look at the shorter run. And it would be true to say that our feeling about the short run the next three or four years is closer to the forward market than it is to the analyst consensus. It is not exactly the same, but it is closer. And of course, the brokers’ consensus exhibits are very sharp backwardation, and that of the forward curve is gentler.

I think that our long-run assumption for aluminium is not that distant from most other commentators. It has, as I say, risen. And the reason why it has risen is simply that we think that long-run marginal costs, which are chiefly in China, have also risen. So I don’t think there is anything very surprising about that.

Any other questions here in London? Yes, please.

Paul Skinner  - Rio Tinto plc - Chairman

Well, Guy, I think we unfortunately, because of the communication schedule we have got ahead of us, have time just for one more question and to keep it reasonably even – should we just see if there is a final question from our Australian audience?

Operator

Brendan Harris, Macquarie Bank.

Brendan Harris  - Macquarie Bank - Analyst

I think most questions have been answered. But one thing just on the structuring. I would have thought a deal of this size was an opportunity to possibly issue limited script and increase the liquidity here in Australia, which would then in turn potentially give the opportunity to release franking credits down the track with buybacks, etc. And certainly that wouldn’t hurt your rating, you wouldn’t have thought.

I’m just interested as to why you haven’t gone that way. Is there a view that limited script wouldn’t have been effective to the Canadian or the general Alcan shareholders? And what was the driver of going down that path?

Paul Skinner  - Rio Tinto plc - Chairman

Guy, briefly from you.

Guy Elliott  - Rio Tinto plc - Finance Director

Look, I think that we felt that it was very important to offer cash to the Alcan shareholders. The other offer that was in the public domain, of course, offers script and cash. And we felt that it was important to offer straight cash and to have absolutely no doubt about that on the part of Alcan’s shareholders. We didn’t really give much consideration either to using Limited or PLC script in that department.

You raise again, as we have already had the question, about a rights issue. I have given an answer about that. Of course we are aware that there are franking credit surplus in Australia and that there is a desire for more liquidity. That is a long-term matter of which we are well aware and which does feature in our planning. But at the moment there’s no immediate plan in that area.

So I think that, I hope, answers your question.

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Paul Skinner  - Rio Tinto plc - Chairman

Well, thank you very much, all of you, for participating in this conference. I am sure there are unanswered questions. But you have given us a very good spread, and I hope together with the presentation have given you a good perception of what we think is an outstanding fit between two aluminium businesses and one which will help us drive Rio Tinto’s future growth very strongly. Thank you all very much.

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18

EX-99.(A)(4)

Exhibit 99.(a)(4)

IMPORTANT INFORMATION:

The offer to purchase all of the issued and outstanding common shares of Saturn (the “Offer”) is being made by RT Canada Acquisition Corp. (the “Offeror”), a wholly-owned indirect subsidiary of Jupiter.

This communication is for information purposes only and does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security. The Offer (as the same may be varied or extended in accordance with applicable law) will be made exclusively by means of, and subject to the terms and conditions set out in, the offer and takeover bid circular to be delivered to Saturn and filed with Canadian provincial securities regulators and the United States Securities and Exchange Commission (the “SEC”) and mailed to Saturn shareholders.

The release, publication or distribution of this communication in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this communication is released, published or distributed should inform themselves about and observe such restrictions.

In connection with the Offer, Jupiter will be filing with the Canadian securities regulatory authorities and the SEC an offer and takeover bid circular as well as ancillary documents such as a letter of transmittal and a notice of guaranteed delivery and Saturn is expected to file a directors’ circular with respect to the Offer. Jupiter will also file with the SEC a Tender Offer statement on Schedule TO (the “Schedule TO”) and Saturn is expected to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”). SHAREHOLDERS OF SATURN ARE URGED TO READ THE OFFER AND TAKEOVER BID CIRCULAR (INCLUDING THE LETTER OF TRANSMITTAL AND NOTICE OF GUARANTEED DELIVERY), THE SCHEDULE TO (INCLUDING THE OFFER AND TAKEOVER BID CIRCULAR, LETTER OF TRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9 AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER.

The offer and takeover bid circular as well as other materials filed with the Canadian securities regulatory authorities will be available electronically without charge at www.sedar.com. The Schedule TO and the Schedule 14D-9 will be available electronically without charge at the SEC’s website, www.sec.gov, after they have been filed. Materials filed with the SEC or the Canadian securities regulatory authorities may also be obtained without charge at Jupiter’s website, www.jupiter.com.

While the Offer is being made to all holders of Saturn common shares, this communication does not constitute an offer or a solicitation in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made in, nor will deposits be accepted in, any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction. However, Jupiter may, in its sole discretion, take such action as they may deem necessary to extend the Offer in any such jurisdiction.

The Offer will be made to holders in Belgium of shares and/or certificates admitted to trading on Euronext-Brussels (the “IDRs”). A Belgian supplement, addressing issues specific to holders of shares and/or IDRs in Belgium (the “Belgian Supplement”) is expected to be approved by the Belgian Banking, Finance and Insurance Commission. Once such approval has been obtained, the offer and takeover bid circular can be made available in Belgium to holders of shares and/or IDRs together with the Belgian Supplement.

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The Offer will be made to holders in France of shares admitted to trading on Euronext-Paris.

An announcement including the main information relating to Jupiter’s Offer documents will be prepared and released pursuant to article 231-24 of the AMF General Regulation and will contain  information relating to how and in which time limit Saturn shareholders residing in France can accept this Offer.

Forward-looking statements

This communication contains statements which constitute “forward-looking statements” about Jupiter and Saturn. Such statements include, but are not limited to, statements with regard to the outcome of the proposed Offer, any statements about cost synergies, revenue benefits or integration costs, capacity, future production and grades, projections for sales growth, estimated revenues and reserves, targets for cost savings, the construction cost of new projects, projected capital expenditures, the timing of new projects, future cash flow and debt levels, the outlook for minerals and metals prices, the outlook for economic recovery and trends in the trading environment and may be (but are not necessarily) identified by the use of phrases such as “will”, “intend”, “estimate”, “expect”, “anticipate”, “believe” and “envisage”. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and may be outside the control of Jupiter or Saturn. Actual results and developments may differ materially from those expressed or implied in such statements because of a number of factors, including the outcome of the proposed Offer, revenue benefits and cost synergies being lower than expected, integration costs being higher than expected, levels of demand and market prices, the ability to produce and transport products profitably, the impact of foreign currency exchange rates on market prices and operating costs, operational problems, political uncertainty and economic conditions in relevant areas of the world, the actions of competitors, activities by governmental authorities such as changes in taxation or regulation and such other risk factors identified in Jupiter’s most recent Annual Report on Form 20-F filed with the SEC or Form 6-Ks furnished to the SEC or Saturn’s most recent periodic reports on Form 10-K, 10-Q or 8-K filed with the SEC (as the case may be). Forward-looking statements should, therefore, be construed in light of such risk factors and undue reliance should not be placed on forward-looking statements.

Nothing in this communication should be interpreted to mean that the future earnings per share of Jupiter will necessarily match or exceed its historical published earnings per share.

Other than in accordance with their legal and regulatory obligations (including, in the case of Jupiter, under the UK Listing Rules and the Disclosure and Transparency Rules of the Financial Services Authority), neither Jupiter nor Saturn is under any obligation and each of Jupiter and Saturn expressly disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Pro Forma Financial Information

Pro forma financial amounts for 2006 included in this communication are derived from the published financial statements of Jupiter and Saturn for the year ended 31 December 2006. Saturn prepares its financial statements under United States generally accepted accounting principles (“US GAAP”) and Jupiter prepares its financial statements under International Financial Reporting Standards (“IFRS”). US GAAP and IFRS differ in certain significant respects. For the purposes of this communication, amounts determined under US GAAP and IFRS have been aggregated without any adjustment for differences in accounting policy or application. Accordingly, pro forma

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information for the combined business prepared on a consistent basis under either US GAAP or under IFRS could differ significantly from the pro forma information presented herein. In addition, to this pro forma information does not constitute “Pro Forma Financial Information” as it is defined in Article 11 of Regulation S-X of the SEC.

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Rio Tinto 12.7.07 8.15am

Speaker key

AV          Andrew Vickerman

TA          Tom Albanese

GE          Guy Elliott

J              John, Coordinator

C             Callers - - various

AV          Good morning or good afternoon everyone, depending on where in the world you are. And thank you very much for joining us at relatively short notice today. My name is Andrew Vickerman; I’m global head of communication and external relations for Rio Tinto. And on the line from Rio Tinto today, in Montreal is Tom Albanese, Rio Tinto chief executive, and here in London is Guy Elliott, Rio Tinto chief financial officer. The format of the call is I’ll hand over to Tom, who will make the opening remarks, then there will be some comments from Guy, and there will be plenty of opportunity at the end of Tom and Guy’s comments for questions, which you’ll pass over to the operator to feed through. And when people do ask questions, I would ask that you state your name and the media that you represent before asking your question. With that let me hand over to Tom.

TA          Thank you Andy and good morning everyone. Today we have announced the recommended all cash offer of US 101 dollars per share for each Alcan share. This amounts to a total consideration of US 38.1 billion for the entire equity of Alcan. We believe this is a compelling offer for Alcan shareholders. We are offering the certainty of cash at a premium of 65.5% to Alcan’s all time closing high share price prior to May 7^th, and a 32.8% premium to Alcoa’s current offer. This offer has been unanimously recommended by the Alcan board of directors. Their board also fully endorses our commitment to Alcan’s continuity agreement with Quebec, under which we will continue to make a significant contribution to the social and economic wellbeing of Quebec and its communities. First and foremost, this transaction is consistent with our strategy of investing in high quality, long life, low cost assets, and our approach to value. It will bring together two leading and complementary aluminium businesses, in a powerful combination of high quality, competitively positioned assets. Aluminium is an excellent business to be in; the outlook for the sector is very strong. Aluminium is an attractive metal for a number of applications, such as transport and consumer packaging. It is strong and lightweight and can be recycled, so reducing energy consumption and contributing to the lowering of green house gas emissions. The demand outlook for the next ten years is quite positive, with expected real demand growth for 2011 of 6%. And demand growth in China alone of 15% per year. In fact global demand growth over the last four years has been even higher, globally at 7.7% per annum, which comfortably exceeds the rate of growth of copper demands of 4%, just as an example. We have seen China’s demand for steel, copper and aluminium ramping up in recent years, with its share of global consumption now representing between 20% and 30% of our global demand of copper and aluminium, and over 40% for traded seaborne iron ore. If history is a guide we will see a demand from an increasingly urbanised India, following a similar trajectory. This transaction would round out these three metals, putting us in an exceptional position to benefit even more from the China story. Rio Tinto Alcan will be the new industry leader in the aluminium

industry. Based on current production Rio Tinto Alcan will be the number one in bauxite and aluminium smelted metal, and a leader in alumina with clear pathways for future growth in that area, such as the recently approved expansion of our existing Yarwun refinery in Australia. This deal adds diversity and balance to the very strong earnings of our other product groups, especially copper and iron ore, which are certainly benefiting from China’s exceptional growth and its future outlook. The combined group have a strong growth pipeline throughout the value chain. These growth plans include bauxite mining in Australia and Guinea, refinery expansion in Yarwun and Gove in Australia, and new smelter capacity in Canada, the Middle East, Iceland, South Africa and Malaysia. Alcan has high quality assets and a distinct and sustainable cost advantage in aluminium smelting, with 83% of its smelting assets in the lowest two cost quartiles. This advantage is enduring and comes from its excellent access to hydro power through both its own supply and its long-term contracts. This will become increasingly valuable as energy becomes more expensive and carbon emissions are either restricted and/or priced. One of the great benefits of hydro power is its very, very low carbon footprint. Sustainable development is the fundamental pillar of our strategy, and Alcan’s access to this power supply adds to our existing climate change and energy strategy. And an example of this would be our recent announcement that we are investing in the development of low carbon energy through carbon capture and storage with our joint venture with British Petroleum, known as Hydrogen Energy. And there’s a very good story to tell on technology. Alcan’s smelting technology is the industry benchmark, and its proprietary AP technology leads the market in smelting R&D and will lead to even further improvements in energy, in carbon efficiency into the future. Now I would like to hand over to Guy, who will talk about some of the financial aspects of the deal.

GE          Thank you Tom. The financial rationale of this transaction is strong. We expect the acquisition to be both earnings accretive and cash flow positive in the first year, and value enhancing for Rio Tinto shareholders. By this I mean positive in net present value terms. Shareholders will benefit from approximately 600 million US dollars of post tax synergies annually, largely derived from our complementary assets in northern Australia, but also from synergies available in R&D, procurement, corporate and other overheads. We intend to retain our focus on mining and metal activities by the divestment of Alcan’s packaging division, as jointly agreed with Alcan. The Engineered Products division will be retained and Rio Tinto will focus on managing the portfolio for optimum value. Now, we remain committed to maintaining a strong balance sheet and a single A rating, and we will therefore seek to de-leverage the balance sheet upon completion of the transaction. This will be achieved partly by the divestment of the packaging division. The increased overall size of Rio Tinto following the transaction will also provide the opportunity for a strategic review of all Rio Tinto assets, focusing on those which lack the scale and long-term competitive position to belong to the larger group. And now I’ll hand you back to Tom.

TA          Thank you Guy. Finally I want to stress our commitment to our host countries. We have a strong history of commitment to Canada and Quebec, through QIT, through IOC and through our Diavik diamond mine. And we will continue to invest heavily in resource infrastructure. The combined aluminium product group will be renamed Rio Tinto Alcan, and have its headquarters in Montreal, thus creating opportunities for local stakeholders and local employees. It will be headed by Alcan’s CEO, Dick Evans, and Rio Tinto will be appointing a chief financial officer. There are benefits for our largest asset base in Australia, of course. It gains a key role as industry leader in aluminium. Mining and refinery we manage globally from Brisbane, and will combine complementary Australian and New Zealand assets. Rio Tinto’s Australian shareholders will now benefit from Alcan’s Australian assets being

combined into the new group. So, to sum up, we’re offering Alcan’s shareholders an attractive premium, attractive certainty and a unanimous recommendation of the Alcan board. This transaction brings two businesses with complementary asset portfolios and a common view of the right strategic business model to deliver long-term value for stakeholders. It is a milestone in Rio Tinto strategy, building a portfolio of high quality, long life, low cost assets. Both companies are seen as leaders in safety, environment and sustainable development, and we both have similar strong corporate values in culture, which I’m sure will aid to the seamless integration. We strongly believe that the quality of the combined assets, the skills, the experience and the scale will be a key competitive advantage in the current environment of rising costs, and an increasing focus on climate change. And we will take advantage of the excellent outlook in the aluminium sector. Thank you very much for your time. I will now be happy to answer any questions you have, and I’ll hand this back to Andy.

AV          Thank you Tom, thanks Guy. John, over to you, if you’d like to pass over to the first questioner.

J              Thank you. The first question we have is from the line of James Regan of Reuters News.

C             Hello everybody. Just one question, Tom; what does your future look like at Rio Tinto post the merger?

TA          This transaction will have me as the chief executive of Rio Tinto; I’ve been in this position since 1^st May. And we’ll have a series of product groups, aluminium, iron ore, copper, diamonds and minerals and energy reporting to me in the same structure that we had before this transaction. So, the overall structure of the Rio Tinto organisation will stay unchanged, with a bulked up aluminium product group.

C             I see. So, your job stays the same, is that correct?

TA          Correct.

J              The next question we have comes from the line of Sinclair Stewart of Globe and Mail.

C             Number one, I’m just curious as to how you got to this evaluation which looks like, obviously, a huge premium to what Alcoa was offering. Number two, I guess for Tom, I’m just wondering since North Ltd in 2001 you haven’t really made a really big acquisition; why aluminium and why now?

TA          Perhaps, Guy, if you start off with the valuation question, and I’ll round off with the discussion on acquisition and acquisition timing.

GE          Sinclair, look, this was an auction, and there is one part of the auction which is in the public domain, which is the bid which has been made by Alcoa, but there was also another auction that was being conducted amongst one or more other white knights. And that was the means in which we arrived at this price. Now, we think this is a fair price and will generate value for our shareholders. We think this is a very high quality asset, and it is absolutely in keeping with the strategy of Rio Tinto, which has always been to focus on value and quality. And I can tell you that in this case Alcan completely conforms to that model, given the quality of its assets and its access to long-term hydro power supply.

TA          Thank you Guy. And I think that leads nicely into my response. If you look to the long history of Rio Tinto, and we have a long and successful history of growing and building the business through organic growth, that organic growth being both Greenfield and Brownfield, and also through M&A. And we don’t necessarily do M&A every single year, but when we do it it has been successful, and it has been very important for the development of the business. Now, I was involved in the North transaction, and they asked the same question then, why hadn’t something happened for x number of years; again, we don’t have to do something every year. But I would add that more recently we’ve had a number of transactions that would seem large at the time, the Hope Downs transaction, in the Pilbara, very important for our expansion and growth plans in iron ore, was done in a very strong market. And we were able to add considerable value to the integration with existing assets, capabilities and competencies that we have in the Pilbara. And then more recently, as you know, we were involved with the Ivanhoe transaction, Oyu Tolgoi. And, as you know, I was also personally involved in that, and that was something that we also saw as very important for rounding out the future copper growth profile and building up our asset base with businesses that are complementary with strategy and will be seen as the leading players in that particular sector in the coming years.

C             Could you help me understand why aluminium particularly?  Obviously there have been a ton of base metal companies in play in the last several years, and I’m wondering why the move to aluminium now.

TA          Again, we’ve been in the aluminium business for a long time. This goes back a series of decades, and I would say we’ve had an aluminium business which has been a regional leader in the Australasia area which, by the way, has been nicely positioned for the whole Asian story over the past several decades. What this does is it expand that regional footprint to truly the leading global footprint. And it basically is a metal that we like and I like. I think it’s going to be all about the China story. If you look ahead, and in the past three to five years the three key metals that you can associate with the growth of China and, just as importantly, the urbanisation of China have been steel, copper and aluminium. And we already have a very strong, very leading position in steel via our interests in iron ore, in copper, and this rounds that out nicely with being the global leader in aluminium.

J              The next question is from the line of Jamie Freed of the Sydney Morning Herald.

C             I was wondering why you decided to do this in all cash, and if the Alcan board insisted upon that. And if you had considered using limited script, or would consider equity raising in the future?

GE          I think that we were seeking to differentiate ourselves from the offer that was on the table from Alcoa, which, as you know, is an equity and cash offer. We are also differentiated, by the way, in terms of antitrust, because while we of course have to file antitrust documents, the level of overlap is much less. So, there is an important difference between our offer and Alcoa’s. Now, there is no demand for equity. And it is interesting, I think, that recent deals in our sector have been done mostly for cash, and I think you could say in a way that cash is king at the moment. So, there was no demand for paper. Yes, it takes our gearing up a bit, but then I think that our balance sheet was getting quite strong. You ask whether we’re considering raising equity; as a matter of fact what our present balance sheet is looking like is that we are generating cash at a terrific level, about $1 billion a month, and in addition to that

we’re going to be adding the Alcan business, and we’re going to have the cash inflow from selling the packaging business and selling also those businesses that result from that review, which I spoke about a moment ago. So, for all these reasons it’s not clear to us that we need to raise any equity, so for all these reasons we’ve paid cash and we’ve geared up.

TA          I would just like to add that I do see this as being very much part of the compelling offer to Alcan shareholders. This is something that they see as certainty, and better certainty, not only from an all cash standpoint, but in the other context as Guy referenced.

J              The next question is from the line of Robert Lea of the Evening Standard.

C             I just wondered whether you can give me some indication of the amount of money you expect to get back from both divestment of Alcan’s packaging business and the businesses within Rio Tinto that you are looking to potentially divest. And in the interim, what are the details of your financing which is allowing you to actually pay this money in cash upfront?

GE          We haven’t started a process of the packaging sale, although I think that Alcan have entertained a few proposals. I’m not going to give a target amount for the packaging sale, but it will be a significant amount, several billion dollars. The other businesses, well we haven’t done our review yet of the enlarged Rio Tinto, so, as a result, I can’t tell you which businesses we might be selling and what they might raise. But what I said in answer to the previous question is that we are going to raise significant amounts of money from this process of asset sales, probably into double figure billions. Now, you asked for details of the financing; the debt has been put up by four banks, Royal Bank of Scotland, Deutsche Bank, Credit Suisse and Société Générale, so they have made available the finance and that will be syndicated in due course.

C             In terms of the businesses which may be up for sale for Rio Tinto, you gave us the indication that those lack scale or worldwide position, just to give me a guide what sort of busnesses might that include?

TA          Coming in as the new chief executive, looking ahead at the business I think that Rio Tinto has always been most successful by managing fewer larger businesses. We have a small head office in London; as a matter of fact later this year we’re going to be moving to an even smaller head office of only about 50 people. And we can do that by having businesses that are of scale, of durability and of competitive advantage. Looking ahead, I don’t want to be too prescriptive on what may or may not meet that set of criteria, because what we have in all of the businesses that we’re acquiring with Alcan, but also all through the Rio Tinto organisation, are strong, robust businesses themselves. We do not have a situation here where we have businesses that are in trouble or businesses which are losing money; every single business we have in Rio Tinto is robust, is making money and is generating cash flow. The question becomes does someone else see more value from it than we do, and of course we have to test that.

J              The next question comes from the line of Tony Grant-Taylor of the Courier-Mail in Brisbane.

C             I was going to answer the very appropriate question about where do the headquarters go in some places, but I think you’ve answered that in a sense. The more general one of

Alcoa suggest they can take $1 billion in synergies out of the situation, and I suppose that almost means do you expect a contest to go on here?

TA          In the context of Brisbane, first of all I want to emphasise that Brisbane would be one of the cities where we had the largest aggregation of businesses and professionals if we look around the full suite of the Rio Tinto organisation. And, again, if I look at those cities around the world which have been essentially the hubs of the hub and spoke organisation that has been evolving over the past few years of Rio Tinto, those cities include Brisbane, include Perth in Australia, with support from Melbourne of course, Salt Lake City in the United States, and in the London area. And certainly we will round that off with an equivalent support hub in Montreal when this is all integrated. Brisbane remains the headquarters of our Rio Tinto core Australia business, and where our global head of technology innovation is located, and recently, as a consequence of recent other technology innovations, we have based our new head of innovation, John McGagh, in Brisbane. He’s an Australian, but he’s returning back to Brisbane after a few years in North America. We also have quite a large shared servicing complement as we look ahead, specifically with respect to the aluminium business. While we have announced that we are going to be having the headquarters of the aluminium business, in terms of the product group itself, in Montreal, the new larger bauxite and refining business will now be concentrated in Brisbane.

GE          These synergies are 600 million dollars US, after tax, annually, and we think that we’re going to get half those synergies in 2009, and reach the full run rate in 2010. They are entirely in the upstream business; not in the downstream business. As I said, they’re going to be partly derived from our complementary assets in northern Australia, where there is obviously overlap, but also R&D, procurement, financial tax integration, overhead, corporate benefit. So, I think there are some meaningful synergies here. They are probably different from the ones that Alcoa has, but nevertheless we think that they are a very real and a meaningful part of our value creation that is coming out of this transaction.

J              The next question comes from the line of Andrew Trounson of the Australian newspaper.

C             I just wanted to ask why you didn’t move on Alcan earlier, because you’re having to pay out this huge premium now you’re moving once it became an auction. I’d like to know the thinking there as to why you didn’t move earlier. And as a follow up on that, do you think that the number that you put out there today is a knock out blow?

TA          As you know, and I think as we’ve talked about, we’ve continued to keep the ruler run on everything out there in the industry sector. And, for a variety of reasons, we felt that this was the best time. I think this is a very competitive price, and I think this is something that the shareholders of Alcan will like, and certainly which the board of Alcan liked, endorsed and unanimously accepted.

C             And why didn’t you move any earlier?  Why did you wait for Alcoa to go first?

TA          Well, someone can always look back and pick the best and the worst times for anything. As Leigh has said, be careful about viewing the road ahead through the rear-view mirror, so what I’m doing is I’m viewing the road ahead.

J              The next question comes through from the line of Ben Sharples from AAP.

C             I just had a question regarding the review of your asset base and the focusing on the assets which are long-term competitive position. What areas of your business will you be specifically looking at?

TA          As I said earlier, I don’t want to be overly prescriptive about that. It’s going to be a complex equation looking at components of the long-term nature of the businesses, what our opportunities for growth are in those businesses, the competitive landscape, not only for mining, but more importantly whatever sector or sub-sector those businesses might be in, and also are there people out there in the marketplace that would see greater value, because they might see greater complementarity [sic] or greater synergies than we would in our corporate organisation and general range of businesses. And maybe to give one example that would meet these kinds of criteria. Again, it is one of many examples, and I don’t want to be over prescriptive or seen to be having an answer, because we want to go through this process, and that would be real estate within London. We’ve seen tremendous increases in value in the real estate market in London, and we have the good fortune of sitting with our 6, St James’s office on one of the prime pieces of property in one of the prime places in London. Now, we’ve had that property since probably before I was a boy, and its original cost basis would be quite a bit less than it is today. We are in the process of completing the planning permits, and redeveloping it, so later this year we will move out to different office accommodation while this office is redeveloped into modern facilities that are going to be in demand in that part of the city for very, very senior multi-tenant applications. Now, this property is probably worth in the range of several hundred million pounds; not dollars, but pounds. I think it’s fair to say that it is probably worth more than several business units on that basis. Are we in the business of holding low basis assets in our balance sheets that have a market value of several hundred million pounds?  Probably not. So, that would be the kind of criteria we would look at.

J              The next question is from the line of Russell Lynch of PA.

C             I’m just wondering how many jobs or how many people the combined group will employ. You also employ, I think, a total of around 2,600 people in the UK, and I was wondering if you had any plans to potentially cut that number at all?

TA          The Rio Tinto organisation has 30,000 employees, and the Alcan business, again, less the packaging would be a number over that. They have a number of other businesses around the group. Within the Rio Tinto organisation, before this transaction, we have roughly 500 professionals that are located either in the London, Bristol or Guildford areas, and we will consolidating those, for the most part, in the new building we’re building now near Paddington, and again this corporate office of 50 I referred to, which will be located, for the time being, in the City, in Aldermanbury Square. There are also a number of smelters. We have a smelter in Anglesey in Wales. And there are smelting assets in Alcan. As you know, the biggest issue around the smelting would be in the limited life of the power contracts on the Anglesey smelter, and its reliance on a nuclear power facility, which is scheduled for phase out. Now, there’s active discussion in Wales about the role of nuclear power and the importance of this business in Anglesey, but I would say that completely independent of this transaction.

C             Would you say that there are UK jobs to go as a result of this?

TA          Well, we have been expanding our UK presence as we’ve been building up these hubs and spokes around shared services. So, I would say there would be no meaningful impact one way or another in this particular area.

J              The next question comes from the line of Brett Foley of Bloomberg News.

C             Just a quick question. Guy mentioned earlier that the auction process that Alcan are going to tend several potential buyers; how keenly competitive do you think that process was?  Also there is a relatively significant break fee; how likely do you believe it is that the process will continue to roll on here with other bids?

TA          I think that the break fee is consistent with recent transactions, and certainly recognised as the competitive environment.

GE          You would have seen an announcement which was made by Alcan earlier in the week which referred to the existence of multiple standstill and confidentiality agreements, and the fact that they were entertaining discussions with various parties. Now, we don’t know the details of that; that’s something that you will have to ask Alcan. But I believe it was keenly competitive, both in the public and in the private domains. As Tom said, yes, we’ve got a break fee, but our objective is to win this transaction; we think that we will do that because of the clean cash nature of the offer, the premium that we’re offering and the relative lack of conditions that apply to our offer compared to others. So, we don’t think the break fee is going to relevant, although obviously it is there.

J              The next question comes from the line of John Dury from the Australian Newspaper.

C             Guy, could you give us a feel for the multiples you’re paying on an EBIT DA basis?  And also what this means for Rio Tinto in terms of gearing, in terms of interest cover or debt to equity ratio immediately after the deal, and how you would see the company a couple of years down the line?

GE          I can’t give you a forecast of profits. But if I was to use just analysts’ numbers for the business, and these are not, of course the numbers we would use, but if you used consensus analysts’ earnings, based on forecasts made by analysts a few months ago, not right up to date, the multiple that we’re paying in terms of enterprise value over EBIT DA, after synergies, is under 14 times. Sorry, that’s the PE. On enterprise value over EBIT DA for 2008, again based entirely on analysts’ numbers, is under ten times. Now, these multiples, if you look at them, those are both after our synergy numbers, are below the median of multiple that you would see amongst the majors in our industry at the moment. I would also say that we are not using analysts’ consensus prices for our forecast. Our forecasts of the future aluminium prices are much closer to the forward market in aluminium. So, the backwardation that exists in the forward market is much gentler than the backwardation in analysts’ consensus, which is much steeper. So, we’re a bit more optimistic than that, and for those reasons we think that the multiples we’re paying are reasonable. In terms of gearing, we will be approaching 60% after this transaction, but, as I said earlier, while that is quite a stretch in terms of gearing, our intention is to restore ourselves to a stronger balance sheet than that with a single A rating, and that we will do through the very strong cash generation that we already have, plus the asset sales which we’ve touched on already in this call.

TA          Thank you very much. I just want to close off again with a key point. I do believe that this transaction and this offer is a compelling offer for Alcan shareholders. This is consistent with Rio Tinto’s strategy of acquiring high quality, long life, low cost assets in our approach to value. I believe the aluminium sector fundamentals are strong and attractive. And if there is any single thing that I can say about that is it’s going to be all about China, and then watch India. This will establish Rio Tinto as a new global industry leader in this sector. It will be value accretive to Rio Tinto shareholders in the first year, and certainly benefits for the host countries in Canada, Australia and France. Thank you Andy and thank you everyone.

AV          John, I think there are three more questions. We’ll take those.

J              The next question comes through from the line of Barry Fitzgerald of the Age Newspaper.

C             You’ve obviously paid top dollar, or are in the process of paying top dollar, and I think in your earlier presentation you ran through just about where Alcan fit in the global cost curve; was I right that it’s not the lowest cost around, is the impression I got?  Is that impression correct?

GE          We’re paying a higher price, obviously, than has been in the market recently and that has been offered by others. But this has been an auction, as I mentioned already, and it is to gain control of a truly high quality asset. And there are political dimensions here. I mean, we have, in addition to this, been able to present ourselves in a fashion which I think is well understood and accepted by the countries which are the hosts of the Alcan assets. Now, that’s an important part of the overall offering. Now, when we come to the question of costs, the position of the Alcan asset is remarkably strong. We have a situation in which more than 80% of the Alcan assets are in the first or second quartile of the international cost curve, more than half are in the first quartile. There is a little piece of about 17%, which is high cost, third quartile. Now, that is a very unusual position for such a large producer to have. It is certainly superior to the other bidder that bid for this asset. Now, when we put this together with our business, which has a very strong alumina business particularly, we think we’re going to have a very winning combination. And it goes absolutely to the strategy that we’ve always followed to focus on high quality assets. If you look at the duration of the contract, the hydro contracts that exist here, and the ownership of hydro assets, this asset will be with us for many, many decades. In fact in two cases, one in Quebec and one in BC, the rights are perpetual. Now, that is a very long-term business of high quality and it is well worth what we’re paying.

J              The next question is from the line of Andrew Blaney of Platts.

C             Guy touched earlier briefly on the antitrust issue and mentioned the overlap compared with the Alcoa bid was considerably smaller. I just wondered if you could give us an idea of what sorts of assets may come under the view of the regulators on this?

GE          There are three sorts of asset that are going to be looked at here: there is bauxite, which is the raw material, there is an alumina, that’s the refined bauxite, and finally the aluminium metal. Now, at the present time the Rio Tinto position in bauxite is number six in the world, and Alcan is number seven in terms of production. In terms of alumina, Rio Tinto is number eight and Alcan is number five. And in terms of aluminium metal, Rio Tinto is number eight again, and Alcan is number four. Now, these, as we’ve said, will put us into leading positions in all three of those areas compared to everybody else. In the case of

alumina, not immediately, but only with the completion of various projects that are under way. That is one of the reasons why we’re doing this; this is a very strong leader that we are creating. But the concentration in the individual products we don’t think is particularly problematic. Of course we must respect what the antitrust authorities demand of us, and we’ll be submitting very detailed analyses of this in both Europe, the US and elsewhere. I can’t predict what those will be, but I think anybody examining it closely would see that the combination with Alcoa would, of course, reach much higher levels of concentration because they’re starting position, in general, is stronger than Alcan’s; whereas ours, in general, is weaker. So, for that reason alone, you can see that we are a much easier combination to approve. So, thank you very much everybody and back to you, Andy.

AV          Thank you very much Guy. Thank you everybody for joining this morning, this evening, not really sociable hours; we do appreciate it.