Filed by: BHP Billiton Plc

and BHP Billiton Limited

Pursuant to Rule 425 under the Securities Act of 1933

Subject Company: Rio Tinto plc

Commission File No.: 001-10533

The following are slides comprising a presentation that was given by Marcus Randolph, Chief Executive Ferrous and Coal, BHP Billiton on November 6, 2008.

Resourcing the Future

6 November 2008

Marcus Randolph

Group Executive and Chief Executive

Ferrous and Coal

Macquarie Private Wealth Special Presentation

SHANGHAI

Slide 2

Disclaimer

By reviewing/attending this presentation you agree to be bound by the following conditions.

The directors of BHP Billiton Limited and BHP Billiton Plc (“BHP Billiton") accept responsibility for the information contained in this presentation. Having taken all reasonable care to ensure that

such is the case, the information contained in this presentation is, to the best of the knowledge and belief of the directors of BHP Billiton, in accordance with the facts and contains no omission

likely to affect its import.

Subject to the above, neither BHP Billiton nor any of its directors, officers, employees or advisers nor any other person makes any representation or warranty, express or implied, as to, and

accordingly no reliance should be placed on, the fairness, accuracy or completeness of the information contained in the presentation or of the views given or implied.  To the extent permitted by

law, neither BHP Billiton nor any of its directors, officers, employees or advisers nor any other person shall have any liability whatsoever for any errors or omissions or any loss howsoever

arising, directly or indirectly, from any use of this information or its contents or otherwise arising in connection therewith.  Information about Rio Tinto plc and Rio Tinto Limited ("Rio Tinto") is

based on public information which has not been independently verified.

This presentation is for information purposes only and does not constitute or form part of any offer for sale or issue of any securities or an offer or invitation to purchase or subscribe for any such

securities, nor shall it or any part of it be relied on in connection with, any contract or investment decision, nor does it constitute a proposal to make a takeover bid or the solicitation of any vote

or approval in any jurisdiction, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the

securities laws of any such jurisdiction (or under an exemption from such requirements).  No offering of securities shall be made into the United States except pursuant to registration under the

US Securities Act of 1933, as amended, or an exemption therefrom.  Neither this presentation nor any copy of it may be taken or transmitted or distributed or redistributed (directly or indirectly)

in Japan or Malaysia.  The distribution of this document in other jurisdictions may be restricted by law and persons into whose possession this document comes should inform themselves about,

and observe, any such restrictions. 

This presentation is directed only at persons who (i) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Services and

Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) have professional experience in matters relating to investments falling within Article 19(5) of the Order or

(iii) are outside the United Kingdom (all such persons being referred to as "relevant persons").  This presentation must not be acted on or relied on by persons who are not relevant persons. 

Certain statements in this presentation are forward-looking statements (including statements regarding contribution synergies, future cost savings, the cost and timing of development projects,

future production volumes, increases in production and infrastructure capacity, the identification of additional mineral Reserves and Resources and project lives and, without limitation, other

statements typically containing words such as "intends," "expects," "anticipates," "targets," plans," "estimates" and words of similar import.)  These statements are based on current expectations

and beliefs and numerous assumptions regarding BHP Billiton's present and future business strategies and the environments in which BHP Billiton and Rio Tinto will operate in the future and

such assumptions, expectations and beliefs may or may not prove to be correct and by their nature, are subject to a number of known and unknown risks and uncertainties that could cause

actual results, performance and achievements to differ materially.

Factors that could cause actual results or performance to differ materially from those expressed or implied in the forward-looking statements include, but are not limited to, BHP Billiton's ability to

successfully combine the businesses of BHP Billiton and Rio Tinto and to realise expected synergies from that combination, the presence of a competitive proposal in relation to Rio Tinto,

satisfaction of any conditions to any proposed transaction, including the receipt of required regulatory and anti-trust approvals, Rio Tinto’s willingness to enter into any proposed transaction, the

successful completion of any transaction, and the risk factors discussed in BHP Billiton's and Rio Tinto’s filings with the U.S. Securities and Exchange Commission ("SEC") (including in Annual

Reports on Form 20-F for the most recent fiscal years) which are available at the SEC's website (http://www.sec.gov).  Save as required by law or the rules of the UK Listing Authority and the

London Stock Exchange, the UK Takeover Panel, or the listing rules of ASX Limited, BHP Billiton undertakes no duty to update any forward-looking statements in this presentation 

Slide 3

Disclaimer

(continued)

No statement concerning expected cost savings, revenue benefits (and resulting incremental EBITDA) and EPS accretion in this presentation should be interpreted to mean that the future

earnings per share of the enlarged BHP Billiton group for current and future financial years will necessarily match or exceed the historical or published earnings per share of BHP Billiton, and

the actual estimated cost savings and revenue benefits (and resulting EBITDA enhancement) may be materially greater or less than estimated.

References in this presentation to “$” are to United States dollars unless otherwise specified. 

In connection with the offer and sale of securities BHP Billiton would issue to Rio Tinto plc US shareholders and Rio Tinto plc ADS holders, BHP Billiton has filed with the SEC a Registration

Statement on Form F-4 (the “Registration Statement”), which contains a  preliminary prospectus (the “Prospectus”), and will file additional relevant materials with the SEC.  This

communication is not a substitute for the Registration Statement or the Prospectus that BHP Billiton has filed, or any amendments or supplements to those documents BHP Billiton may file,

with the SEC.

U.S. INVESTORS AND U.S. HOLDERS OF RIO TINTO PLC SECURITIES AND ALL HOLDERS OF RIO TINTO PLC ADSs ARE URGED TO READ THE REGISTRATION STATEMENT,

THE PROSPECTUS AND ANY OTHER DOCUMENTS MADE AVAILABLE TO THEM AND/OR FILED WITH THE SEC REGARDING THE POTENTIAL TRANSACTION, AS WELL AS ANY

AMENDMENTS AND SUPPLEMENTS TO THOSE DOCUMENTS, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Investors and security holders are able to obtain a free copy of the Registration Statement and the Prospectus as well as other relevant documents filed with the SEC at the SEC's website

(http://www.sec.gov).  Copies of such documents may also be obtained from BHP Billiton without charge.

BHP Billiton Limited is not required to, and does not plan to, prepare and file with the SEC a registration statement in respect of the Rio Tinto Limited Offer.  Accordingly, Rio Tinto Limited

shareholders should carefully consider the following:

The Rio Tinto Limited Offer will be an exchange offer made for the securities of a foreign company. Such offer is subject to disclosure requirements of a foreign country that are different from

those of the United States. Financial statements included in the document will be prepared in accordance with foreign accounting standards that may not be comparable to the financial

statements of United States companies.

It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since the issuers are located in a foreign country, and some or all

of their officers and directors may be residents of foreign countries. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S.

securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.

You should be aware that BHP Billiton may purchase securities of either Rio Tinto plc or Rio Tinto Limited otherwise than under the exchange offer, such as in open market or privately

negotiated purchases.

Information

Relating

to

the

US

Offer

for

Rio

Tinto

plc

Information

Relating

to

the

US

Offer

for

Rio

Tinto

plc

and

the

Rio

Tinto

Limited

Offer

for

Rio

Tinto

shareholders

located

in

the

US

Information

for

US

Holders

of

Rio

Tinto

Limited

Shares

Slide 4

0

2

4

6

8

10

12

14

Short-term global economic turmoil

Source:  IMF, IMF Forecasts October 2008

Gross domestic production

(% growth, constant 2006 US$)

Asian Banking

Crisis

Technology

Correction

Current

Financial Crisis

China

Emerging Economies

Developed Economies

Slide 5

China’s response

1.

Loosen credit controls

2.

Tax rebates increased by US$36 billion

3.

Economic stimulus package of US$450 billion

4.

Increase Fixed Asset Investment

5.

Stimulate the domestic economy; 90% of GDP

Slide 6

Simplicity, accountability and effectiveness

Neptune –

Gulf of Mexico

Slide 7

Our core strategy is unchanged

•

World-class, upstream natural resource assets that are large,

low-cost and expandable

•

Diversified by commodity, customer and geography

•

Deep inventory of diversified growth options

•

Focus on export orientated products

•

Overriding commitment to ethics, safety, environmental

practice and community engagement

•

Employer of choice, and a preferred partner for countries and

customers

Simplicity

Accountability

Effectiveness

Slide 8

0

100

200

300

400

500

600

700

BHP Billiton

Rio Tinto(a)

Vale

Xstrata

Anglo American

Note:

EBIT and Employees as per last published Annual Report, data does not include contractors. BHP Billiton as at 30-Jun-2008; Rio Tinto, Vale, Xstrata and

Anglo American as at 31-Dec-2007.

a)

Rio Tinto Post Alcan EBIT based on CY2007 full year proforma results.

EBIT per employee

(US$’000)

Pre-Alcan

Post-Alcan

Simplicity can be measured: earnings per employee

Slide 9

0.0

0.5

1.0

1.5

2.0

2.5

3.0

BHP Billiton

Rio Tinto (a)

Vale

Xstrata

Anglo American

Note:

Underlying EBIT and Net Debt as at 30 June 2008 for BHP Billiton, Rio Tinto, Vale, Xstrata and Anglo American.  Figures as per published Annual and Interim Results.

a)

If Rio

Tinto

Net

Debt

was

based

on

average

of

30

June

2007

and

30

June

2008

figures

(weighted

by

number

of

days

pre-

and

post-Alcan

acquisition),

ratio

would

be 0.512.

$ EBIT per $ of Net Debt

Ratio

Very strong balance sheet

Slide 10

Outstanding FY2008 result driven by strategy and execution

•

Record profit for the 7

th

consecutive year

•

Attributable profit up 12%, EPS up 18%

•

Full year dividend of 70 US cents per share, 49% increase

•

Production increases in 13 commodities, records in 7

•

10 major growth projects completed

•

A further 7 major projects sanctioned by the Board

Underlying

EBIT

margin

(a)

(FY2008)

Iron Ore

Manganese

Energy Coal

Metallurgical Coal

Diamonds and

Specialty Products

Base Metals

Petroleum

Stainless Steel

Materials

Aluminium

Group

Notes:

•

EBIT Margin excludes third party trading activities.

48%

67%

30%

31%

62%

51%

58%

24%

25%

20%

Slide 11

%

Underlying EBIT margin

(a)

FY2002

FY2003

FY2004

FY2005

FY2006

FY2007

FY2008

0

10

20

30

40

50

60

70

80

H1

H2

H1

H2

H1

H2

H1

H2

H1

H2

H1

H2

H1

H2

Petroleum

Aluminium

Base Metals

D&SP

SSM

Iron Ore

Manganese

Met Coal

Energy Coal

BHP Billiton

Notes:

a)

FY2002

to

FY2005

are

calculated

under

UKGAAP.

Subsequent

periods

are

calculated

under

IFRS.

All

periods

exclude

third

party

trading

activities.

Diversification delivers sustainable margin growth

Slide 12

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

CY2007

CY2008F

CY2009F

CY2010F

CY2011F

CY2012F

Growth is expected to accelerate across the portfolio

% of growth CY2007-2012

(Estimated & unrisked)

Note: Growth in production volumes on a copper equivalent units basis between CY2007 and CY2012 calculated using BHP Billiton estimates for BHP Billiton production.

Production volumes exclude BHP Billiton’s Specialty Products operation and all bauxite production. All energy coal businesses are included. Alumina volumes reflect only

tonnes available for external sale. Conversion of production forecasts to copper equivalent units completed using long term consensus price forecasts, plus BHP Billiton

assumptions for

diamonds,

domestic

coal

and

manganese.

Prices

as

at

July

2008.

Expected production growth

(Copper equivalent tonnes '000s)

45%

37%

18%

Steelmaking

Materials

Energy

Non-Ferrous

Slide 13

Focused on low risk countries where we already operate

By project type

(b)

87%

13%

Brownfield

Greenfield

By region

(c)

Existing

New

3%

97%

63%

Notes:

a)

Growth in production volumes on a copper equivalent units basis between CY2007 and CY2012 calculated using BHP Billiton estimates for BHP Billiton production.

Production volumes exclude BHP Billiton’s Specialty Products operation and all bauxite production. All energy coal businesses are included. Alumina volumes reflect only

tonnes available for external sale. Conversion of production forecasts to copper equivalent units completed using long term consensus price forecasts, plus BHP Billiton

assumptions for

diamonds,

domestic

coal

and

manganese.

Prices

as

at

July

2008.

b)

Brownfield includes growth from existing operations as at 31-Dec-2007, as well as expansions and additional developments of, or around those assets.

c)

Existing regions represents those countries in which BHP Billiton already has asset operating as at 31-Dec-2007.

Expected production growth

(a)

(Copper equivalent tonnes, CY2007-CY2012)

Slide 14

Large, expandable assets

•

Largest uranium deposit in the

world

•

World’s 4

th

largest copper

deposit

•

World’s 4

th

largest gold

deposit

•

Major expansion in pre-

feasibility

•

World’s leading supplier of

seaborne metallurgical coal

•

Major expansions underway

•

Third largest supplier

•

Tripling of capacity expected

between 2007 & 2015

•

Well located with China as

largest customer

Olympic Dam

Queensland Coal

WA Iron Ore

Mt Newman

BMA

Olympic Dam

Slide 15

Our offer for Rio Tinto

Slide 16

•

Pre-conditional offer, capable of acceptance by shareholders following completion of regulatory processes

and posting of offer documents

•

Regulatory processes anticipated to be completed around the end of 2008

•

Rio Tinto

shareholders

are

being

offered

3.4

BHP

Billiton

shares

for

every

Rio

Tinto

share

held

•

All share offer

–

No shareholder forced to exit

–

Ability to participate in the synergies as well as the premium

–

CGT

rollover

relief

for

eligible

shareholders

(a)

•

Unlocks

US$3.7bn

per

annum

of

quantifiable

synergies

(b)

•

The

offer

represents

a

45%

premium

to

the

undisturbed

price

(c)

•

50%

minimum

acceptance

condition

(d)

•

Proposed

share

buyback

of

up

to

US$30bn

following

completion

if

the

offer

is

successful

(e)

•

BHP Billiton believes this offer is compelling for Rio Tinto shareholders, and value enhancing for BHP

Billiton shareholders

Notes:

a)

Australian CGT rollover relief will be available for Australian resident shareholders accepting the Rio Tinto Ltd Offer if compulsory acquisition is reached in the Rio Tinto Ltd Offer. UK

“rollover”

provisions

will

apply

to

accepting

Rio

Tinto

plc

shareholders

if

there

are

at

least

70

per

cent

acceptances

under

the

Rio

Tinto

plc

Offer.

b)

Estimated incremental EBITDA (nominal) based on publicly available information. To be read in conjunction with the notes in Appendix IV of BHP Billiton’s announcement dated

6-Feb-2008. Full run rate synergies expected in the seventh full year following completion.

c)

Premium based on the combined volume-weighted market capitalisation of Rio Tinto based on the volume-weighted average closing share prices over the month ended 31-Oct-2007

of £43.09 and A$109.20 for Rio Tinto plc and Rio Tinto Ltd respectively and volume-weighted average closing share prices over the month ended 31-Oct-2007 of BHP Billiton Plc

and BHP Billiton Ltd of £17.99 and A$45.77 respectively. Based on BHP Billiton and Rio Tinto issued ordinary shares outstanding (excluding Treasury shares and cross

shareholdings eg.

Rio

Tinto

plc’s

shareholding

in

Rio

Tinto

Ltd)

as

at

9-Nov-2007

and

exchange

rates

of

2.077

US$/£

and

0.927

US$/A$

as

at

31-Oct-2007.

NOTE: Consistent

with

the

UK

City

Code

on

Takeovers

and

Mergers,

the

offer

represents

a

48%

discount

based

on

the

combined

market

capitalisation

of

Rio

Tinto

based

on

the

closing share prices of Rio Tinto plc of £43.50 on 7-Nov-2007 and Rio Tinto Ltd of A$113.40 on 8-Nov-2007 and closing share prices of BHP Billiton Plc and BHP Billiton Ltd of £8.23

and A$24.70

respectively

on

23-Oct-2008.

Based

on

BHP

Billiton

and

Rio

Tinto

issued

ordinary

shares

outstanding

(excluding

Treasury

shares

and

cross

shareholdings

eg.

Rio Tinto plc’s

shareholding

in

Rio

Tinto

Ltd)

as

at

23-Oct-2008

and

exchange

rates

of

1.622

US$/£

and

0.668

US$/A$

as

at

23-Oct-2008.

d)

The offer is conditional on more than 50% acceptances of the publicly held shares in each of Rio Tinto plc and Rio Tinto Ltd.

e)

i.e. if BHP Billiton acquires 100% of the shares in Rio Tinto Limited and Rio Tinto plc on the 3.4:1 announced offer terms.

Overview of our offer for Rio Tinto

Slide 17

Significant synergies expected from operations

Selected existing BHP Billiton and Rio Tinto assets, projects and concessions.

3

6

35

36

2

4

5

7

8

10

11

12

9

14

16

15

19

2021

22

23

18

17

24

25

26

27

28

29

3230

30

31

34

33

38

39

40

41

34

35

36

39

1415

16

37

38

40

21

20

3

11

10

12

45

29

31

19

4

6

7

23

21

22

28

24

26

1

18

8

9

41

5

27

33

32

43

44

37

42

45

46

49

47

48

50

51

52

53

54

55

56

57

58

59

60

61

62

63

64

65

66

67

68

13

BHP Billiton

Rio Tinto

Queensland

Coal

Resolution, Pinto Valley

and Kennecott

Hunter

Valley

Coal

26

26

26

26

26

48

Mt Thorley

Warkworth

Hunter Valley Ops

Mt Arthur Coal

Bengalla

Mt Pleasant

Gladstone

Hay Point

Mineral Sands

Ekati

and Diavik

48

26

Ekati

Diavik

48

26

Pinto Valley

Resolution

48

Corridor Sands

48

26

26

QMM

WA

Iron Ore

Port Hedland

Dampier

Cape Lambert

48

Mt Goldsworthy

48

48

48

Mining Area C

Yandi

26

Hamersley IO

26

Robe River

Goonyella

Riverside

Broadmeadow

Dalrymple

48

Blackwater

48

Gregory

26

Kestrel

48

Norwich

Park

48

Saraji

48

Peak Downs

26

Blair Athol

4848

48

48

48

26

Hail Creek

Mt Newman

26

Kennecott

Joint

South

Water Creek

Poitrel

26

24

Slide 18

3.4:1 offer represents compelling value

Source:

Datastream

(as

at

23-Oct-2008).

a)

Exchange

ratio

assumes

100%

BHP

Billiton

Ltd

shares

for

each

Rio

Tinto

Ltd

share

and

BHP

Billiton

shares

for

each

Rio

Tinto

plc

share

consisting

of

80%

BHP

Billiton

Plc

shares

and 20% BHP Billiton Ltd shares.

Rio

Tinto

vs

BHP

Billiton

historical

share

exchange

ratio

(a)

2.2 : 1

2.4 : 1

2.6 : 1

2.8 : 1

3.0 : 1

3.2 : 1

3.4 : 1

3.6 : 1

Jul-2007

Sep-2007

Nov-2007

Jan-2008

Mar-2008

May-2008

Jul-2008

Sep-2008

BHP

Billiton's

offer

for

Rio

Tinto

Slide 19

Comparative dividend per share

Rio Tinto

BHP Billiton

A$31.92

(3.2% yield)

A$25.45

(2.5% yield)

Rio Tinto

BHP Billiton

US$8.5bn

US$42.1bn

FY2008

dividends

per

A$1,000

of

shares

(a)

Net

debt

(c)

Notes:

a)

Calculated based on Rio Tinto Ltd and BHP Billiton Ltd share prices as at 23-Oct-2008 and using the dividend for the respective periods as paid in A$ by

BHP

Billiton and Rio Tinto.

b)

Dividends per share on a US$ basis. Rio Tinto’s ordinary dividends per share restated to June year end.

c)

As at 30-Jun-2008.

31%

49%

Rio Tinto

BHP Billiton

2.2

x

5.4

x

Rio Tinto

BHP Billiton

FY2007

to

FY2008

DPS

growth

(b)

FY2008

vs

FY2002

DPS

(b)

Slide 20

Indicative timetable for the offer

2008

Offer Period

Event

Jul

Aug

Sep

Oct

Nov

Dec

Day 0

(a)

Day 60

Post Day 60

Regulatory Approvals

Satisfaction of regulatory approval

pre-conditions

Offer Documentation

Posting of offer documents for Rio Tinto plc offer

and Rio Tinto Ltd offer to shareholders

Offer Fulfilment

Last date for fulfilment of greater than 50%

minimum acceptance condition in both the Rio

Tinto plc and Rio Tinto Ltd offers

Post Day 60

If

minimum

acceptance

conditions

are

met

–

offer

continues.  (i.e. in order to receive

sufficient acceptances to enable compulsory

acquisition)

Notes:

a)

Date

for

Day

0

may

fall

in

2008

or

2009.

Timetable

is

indicative

only.

(within 28 days of the

pre conditions being

satisfied)

Slide 21

Our offer is more compelling with this financial crisis

Financing secured

Limited liquidity available

Increased commodity diversification /

reduced cost through expected

synergies

Commodity prices declining

Select the best people from the two

companies

Management resources scarce

High

grade

growth

portfolio

–

select

best

& optimise capital expenditure

Growth projects being cancelled

Expected synergies a higher percentage

of value

Stock prices down

BHP Billiton / Rio Combination

Global Situation

Slide 22

Summary –

Our Expectations

•

Financial market volatility and economic uncertainty to

continue in the short-term

•

China, India and other developing economies to

continue to drive demand for commodities in the long-

term

•

Our diversified portfolio of low cost, high quality assets

places us at a competitive advantage

•

Our balance sheet and strong cash flow are a

significant advantage

•

Future production growth is strong

•

BHP Billiton is working towards completing the

regulatory review process for the Rio Tinto offer

by

around the end of 2008

•

We believe our offer is compelling for Rio Tinto

shareholders, and value enhancing for BHP Billiton

shareholders

Cannington

Slide 23

Questions and Answers

Slide 24

BHP Billitons’

senior management team

Chairman and Chief Executive Officer

Group Management Committee

Don Argus

Chairman

•

Chairman of BHP Billiton

Group since June 2001

•

Chairman of BHP Limited

since April 1999

Marius Kloppers

Chief Executive Officer

•

15 years resources

experience

•

15 years at BHP Billiton

Marcus Randolph

Chief Executive Ferrous and Coal

•

31 years resources experience

•

9 years at BHP Billiton

•

Previously worked at Rio Tinto

Alex Vanselow

Chief Financial Officer

•

19 years resources experience

•

19 years at BHP Billiton

Karen Wood

Chief People Officer

•

7 years resources experience

•

7 years at BHP Billiton

Michael Yeager

Chief Executive Petroleum

•

27 years resources experience

•

2 years at BHP Billiton

Alberto Calderon

Chief Commercial Officer

•

9 years resources experience

•

2 years at BHP Billiton

Slide 25

More information for shareholders

Internet

More information on BHP Billiton or BHP Billiton’s offer for Rio Tinto can be

found at either of the following web pages:

BHP Billiton:

www.bhpbilliton.com

BHP Billiton’s offer for Rio Tinto:

www.bhpbilliton.com\RioTintoOffer

Or Email:

investor.relations@bhpbilliton.com

BHP Billiton Shareholder Information Helpline

If you have any additional questions you can contact the Shareholder

Information Helpline on the following numbers:

Australia toll free:

1300 766 363

New Zealand toll free:

0800 668 228

For other callers:

+61 3 9415 4365

BHP

Billiton

Shareholder

Services

-

Computershare

For information about your shareholding contact:

Within Australia:

1300 656 780

Outside Australia:

+61 3 9415 4020

Fax:

+61 3 9473 2460