Filed by: BHP Billiton Plc

and BHP Billiton Limited

Pursuant to Rule 425 under the Securities Act of 1933

Subject Company: Rio Tinto plc

Commission File No.: 001-10533

The following are slides comprising a presentation that was given by Marius Kloppers, Chief Executive Officer, BHP Billiton to the Melbourne Mining Club on June 5, 2008.

Melbourne Mining Club

Marius Kloppers

Chief Executive Officer, BHP Billiton

5 June 2008

Slide 1

Disclaimer

This document has been prepared by BHP Billiton Limited and BHP Billiton Plc (“BHP Billiton") and comprises the written materials/slides for a presentation concerning BHP Billiton and its offer for

Rio Tinto Limited and Rio Tinto plc (“Rio Tinto”). By reviewing/attending this presentation you agree to be bound by the following conditions.

The directors of BHP Billiton accept responsibility for the information contained in this presentation. Having taken all reasonable care to ensure that such is the case, the information contained in

this

presentation

is,

to

the

best

of

the

knowledge

and

belief

of

the

directors

of

BHP

Billiton,

in

accordance

with

the

facts

and

contains

no

omission

likely

to

affect

its

import.

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

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

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

directly or indirectly, from any use of this information or its contents or otherwise arising in connection therewith.

This presentation is for information purposes only and does not constitute or form part of any offer or invitation to acquire, sell or otherwise dispose of, or issue, or any solicitation of any offer to sell

or

otherwise

dispose

of,

purchase

or

subscribe

for,

any

securities,

nor

does

it

constitute

investment

advice,

nor

shall

it

or

any

part

of

it

nor

the

fact

of

its

distribution

form

the

basis

of,

or

be

relied

on

in connection with, any contract or investment decision, nor does it constitute a proposal to make a takeover bid or the solicitation of any vote or approval in any jurisdiction, nor shall there be any

sale

of

securities

in

any

jurisdiction

in

which

such

offer,

solicitation

or

sale

would

be

unlawful

prior

to

registration

or

qualification

under

the

securities

laws

of

any

such

jurisdiction

(or

under

an

exemption

from

such

requirements).

No

offering

of

securities

shall

be

made

into

the

United

States

except

pursuant

to

registration

under

the

US

Securities

Act

of

1933,

as

amended,

or

an

exemption therefrom.

Neither this presentation nor any copy of it may be taken or transmitted or distributed or redistributed (directly or indirectly) in Japan.  The distribution of this document in other jurisdictions may be

restricted by law and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions.

Information

about

Rio

Tinto

is

based

on

public

information

which

has

not

been

independently

verified.

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

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

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

Certain statements in this presentation are forward-looking statements.  The forward-looking statements include statements regarding contribution synergies, future cost savings, the cost and

timing of development projects, future production volumes, increases in production and infrastructure capacity, the identification of additional mineral Reserves and Resources and project lives

and, without limitation, other statements typically containing words such as "intends", "expects", "anticipates", "targets", "plans", "estimates" and words of similar import. These forward-looking

statements speak only as at the date of this presentation.  These statements are based on current expectations and beliefs and, by their nature, are subject to a number of known and unknown

risks and uncertainties that could

Slide 2

Disclaimer (continued)

cause actual results, performance and achievements to differ materially from any expected future results, performance or achievements expressed or implied by such forward-looking statements. 

The forward-looking statements are based on numerous assumptions regarding BHP Billiton's present and future business strategies and the environments in which BHP Billiton and Rio Tinto will

operate in the future and such assumptions may or may not prove to be correct.

There

are

a

number

of

factors

that

could

cause

actual

results

or

performance

to

differ

materially

from

those

expressed

or

implied

in

the

forward-looking

statements.

Factors

that

could

cause

actual

results

or

performance

to

differ

materially

from

those

described

in

the

forward-looking

statements

include,

but

are

not

limited

to,

BHP

Billiton's

ability

to

successfully

combine

the

businesses

of

BHP

Billiton

and

Rio

Tinto

and

to

realise

expected

synergies

from

that

combination,

the

presence

of

a

competitive

proposal

in

relation

to

Rio

Tinto,

satisfaction

of

any

conditions

to

any

proposed

transaction,

including

the

receipt

of

required

regulatory

and

anti-trust

approvals,

Rio

Tinto’s

willingness

to

enter

into

any

proposed

transaction,

the

successful

completion

of

any

transaction,

as

well

as

additional

factors

such

as

changes

in

global,

political,

economic,

business,

competitive,

market

or

regulatory

forces,

future

exchange

and

interest

rates,

changes

in

tax

rates,

future

business

combinations

or

dispositions

and

the

outcome

of

litigation

and

government

actions.

Additional

risks

and

factors

that

could

cause

BHP

Billiton

results

to

differ

materially

from

those

described

in

the

forward-looking

statements

can

be

found

in

BHP

Billiton's

filings

with

the

US

Securities

and

Exchange

Commission

(the

"SEC"),

including

BHP

Billiton's

Annual

Report

on

Form

20-F

for

the

fiscal

year-ended

June

30,

2007,

and

Rio

Tinto’s

filings

with

the

SEC,

including

Rio

Tinto’s

Annual

Report

on

Form

20-F

for

the

fiscal

year-ended

December

31,

2007,

which

are

available

at

the

SEC's

website

(http://www.sec.gov).

Other

unknown

or

unpredictable

factors

could

cause

actual

results

to

differ

materially

from

those

in

the

forward-looking

statements.

The

information

and

opinions

expressed

in

this

presentation

are

subject

to

change

without

notice

and

BHP

Billiton

expressly

disclaims

any

obligation

(except

as

required

by

law

or

the

rules

of

the

UK

Listing

Authority

and

the

London

Stock

Exchange,

the

UK

Takeover

Panel,

or

the

listing

rules

of

ASX

Limited)

or

undertaking

to

disseminate

any

updates

or

revisions

to

any

forward-looking

statements

contained

herein

to

reflect

any

change

in

BHP

Billiton’s

expectations

with

regard

thereto

or

any

change

in

events,

conditions

or

circumstances

on

which

any

such

statement

is

based.

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

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

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

Information

Relating

to

the

US

Offer

for

Rio

Tinto

plc

BHP Billiton plans to register the offer and sale of securities it would issue to Rio Tinto plc US shareholders and Rio Tinto plc ADS holders by filing with the SEC a Registration Statement (the

“Registration Statement”), which will contain a prospectus (the “Prospectus”), as well as other relevant materials.  No such materials have yet been filed.  This communication is not a substitute for

any Registration Statement or Prospectus that BHP Billiton may file with the SEC.

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

PROSPECTUS AND ANY OTHER DOCUMENTS MADE AVAILABLE TO THEM AND/OR

FILED WITH THE SEC REGARDING THE POTENTIAL TRANSACTION, AS WELL

AS ANY

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

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

(http://www.sec.gov), once such documents are filed with the SEC.  Copies of such documents may also be obtained from BHP Billiton without charge, once they are filed with the SEC.

Slide 3

Disclaimer (continued)

Information

for

US

Holders

of

Rio

Tinto

Limited

Shares

BHP

Billiton

Limited

is

not

required

to,

and

does

not

plan

to,

prepare

and

file

with

the

SEC

a

registration

statement

in

respect

of

the

Rio

Tinto

Limited

Offer.

Accordingly,

Rio

Tinto

Limited

shareholders

should

carefully

consider

the

following:

The

Rio

Tinto

Limited

Offer

will

be

an

exchange

offer

made

for

the

securities

of

a

foreign

company.

Such

offer

is

subject

to

disclosure

requirements

of

a

foreign

country

that

are

different

from

those

of

the

United

States.

Financial

statements

included

in

the

document

will

be

prepared

in

accordance

with

foreign

accounting

standards

that

may

not

be

comparable

to

the

financial

statements

of

United

States

companies.

Information

Relating

to

the

US

Offer

for

Rio

Tinto

plc

and

the

Rio

Tinto

Limited

Offer

for

Rio

Tinto

shareholders

located

in

the

US

It

may

be

difficult

for

you

to

enforce

your

rights

and

any

claim

you

may

have

arising

under

the

U.S.

federal

securities

laws,

since

the

issuers

are

located

in

a

foreign

country,

and

some

or

all

of

their

officers

and

directors

may

be

residents

of

foreign

countries.

You

may

not

be

able

to

sue

a

foreign

company

or

its

officers

or

directors

in

a

foreign

court

for

violations

of

the

U.S.

securities

laws.

It

may

be

difficult

to

compel

a

foreign

company

and

its

affiliates

to

subject

themselves

to

a

U.S.

court's

judgment.

You

should

be

aware

that

BHP

Billiton

may

purchase

securities

of

either

Rio

Tinto

plc

or

Rio

Tinto

Limited

otherwise

than

under

the

exchange

offer,

such

as

in

open

market

or

privately

negotiated purchases.

References

in

this

presentation

to

“$”

are

to

United

States

dollars

unless

otherwise

specified.

Slide 4

Resourcing the future

Industry outlook and growth

BHP Billiton: strategy and approach

BHP Billiton: growth

Conclusion

Slide 5

Demand growth expected to continue

Finished steel consumption

(kg/capita)

Source: World Bank; Government Statistics for Taiwan; IISI

GDP/Capita (Jan. 2008 Constant US Dollars)

0

200

400

600

800

1,000

1,200

0

5,000

10,000

15,000

20,000

25,000

30,000

35,000

40,000

45,000

50,000

China

India

Japan

Korea, Rep.

United States

Taiwan

Slide 6

0

200

400

600

800

1,000

1,200

1,400

1997

2007

0

2,000

4,000

6,000

8,000

10,000

12,000

1996

2006

China's resource demand is not limited to steel

0

150

300

450

600

750

900

1997

2007

0

3,000

6,000

9,000

12,000

15,000

18,000

1997

2007

Copper consumption (kt)

Nickel consumption (kt)

Imported Iron ore (mt)

Energy consumption (mtoe)

China

USA

Other

Notes:

Seaborne

iron

ore

demand

based

on

import

statistics

-

CRU

data

for

2007,

IISI

data

for

1997.

Energy

consumption

is

all

uses

of

coal,

gas,

oil

and

nuclear,

expressed

as

millions tonnes of oil equivalent, 2007 data not yet available.

Source:  CRU, Brook Hunt, BP Statistical Review of World Energy (2007), IISI.

Slide 7

Industry challenges

Demand

outstripping

supply

Shortage

of skilled

labour

Infrastructure

constraints

Rising

costs

Longer lead times

for delivery of

large scale projects

Slide 8

Less regulation gives more expansion more quickly

1.0

1.5

2.0

2.5

3.0

3.5

4.0

4.5

5.0

5.5

6.0

0

20

40

60

80

100

120

140

160

180

200

220

240

Time required for investment

Years

Scale of expansion

Percent of existing capacity

DBCT

8

NCIG*

30

Abbott Point

30

Hay Point

5

Gladstone

28

Size of bubble =

expansion in mtpa

Unregulated

Regulated

*

Newcastle

Coal

Infrastructure

Group

is

a

greenfield

expansion

Source: O'Donnell; BHP Billiton

Slide 9

Infrastructure constraints in practice

Photo: The Australian

Slide 10

Resourcing the future

Industry outlook and growth

BHP Billiton: strategy and approach

BHP Billiton: growth

Conclusion

Slide 11

Maintaining our commitment to our core strategy

•

Focus on Tier 1 assets that are large,

low-cost, expandable and consistently

profitable

•

Upstream focus and export-oriented

commodities

•

A deep inventory of growth options

•

Portfolio diversified by commodity,

geography and customer

•

Overriding commitment to ethics, safety,

environment and community engagement

•

Employer of choice and a preferred

partner

Slide 12

Corporate Centre

Business Units

•

Corporate centre focuses on the things that matter

•

Ensures delivery of key directives including Zero

Harm, reputation & ethics

•

Monitors and measures business performance

•

Responsible for managing operations and delivering

efficiency

•

Delivers key directives

•

Plans and delivers down to EBIT level

A simple, effective organisation with global talent

Slide 13

A globally diversified workforce

Office location

GMC

•

…located in offices

across the world

•

Our leadership team

is diversified across

a wide range of

nationalities…

Business

Presidents

Slide 14

100

110

120

130

140

150

160

A strong track record of growth and delivery

Production Growth

2001-2007

(a)

(Index:

FY2001

production

=

100)

BHP Billiton Ltd

(b)

(Index:

Jun-2001 = 100)

FY05

FY04

FY03

FY07

FY02

FY06

BHP Billiton

CAGR 8%

Source: BHP Billiton production, interim and annual reports

a)

Production shown for the comparable 12 months ending 30-June for BHP Billiton. Converted to copper equivalent units using BHP Billiton FY2007 average realised prices and BHP Billiton estimates.

b)

Source: IRESS. As at 31-Oct-2007. Total Shareholder Return (“TSR”) calculated as the increase in share value including dividends reinvested at the date of receipt. Assumes Bluescope Steel shares

received by BHP Billiton Ltd shareholders in July 2002 were immediately sold with proceeds reinvested in BHP Billiton Ltd. BHP Billiton Ltd TSR 30% CAGR, 433% cumulative growth

c) 31-Oct-07 is the last undisturbed trading date for Rio Tinto prior to the BHP Billiton proposal

4.2

31-Dec-02

23.0

31-Dec-03

28.3

31-Dec-04

51.0

31-Dec-05

13.3

31-Dec-06

85.2

31-Oct-07

(c)

%

Period

Ended

Total BHP    Shareholder

Return

(b)

BHP Billiton

CAGR 30%

0

100

200

300

400

500

600

Jun-01

Jul-02

Jul-03

Aug-04

Aug-05

Sep-06

Oct-07

Slide 15

Resourcing the future

Industry outlook and growth

BHP Billiton: strategy and approach

BHP Billiton: growth

Conclusion

Slide 16

Our portfolio is diversified and balanced across high

margin commodities

Underlying EBITDA

(12 months, US$bn)

Underlying EBITDA Margin

(a)

(CY2007, 12 months)

Note: Historical financial information has been restated for comparative purposes per note 1 of BHP Billiton’s half-year financial report for the half-year ended 31-Dec-2007. CY2007

represents the 12 months ending 31-Dec-2007. FY2002 EBITDA numbers are presented in accordance with UK GAAP whereas CY2007 is based on IFRS (so underlying EBITDA).

a) EBITDA margin excludes third party sales.

Iron ore

75%

Manganese

Energy coal

Metallurgical coal

52%

52%

Diamond and

specialty products

Base metals

40%

43%

36%

Petroleum

70%

Stainless

steel materials

Aluminium

34%

23%

0

6,000

12,000

18,000

24,000

FY2002

CY2007

4,677

23,623

Iron Ore

Manganese

Met Coal

Petroleum

Energy Coal

Aluminium

Base Metals

Stainless

Steel

Diamond & Specialty Products

Non

ferrous

(56%)

Energy

(21%)

Carbon

Steel

Materials

(22%)

Slide 17

Boffa/Santou

Refinery

2010

As at 2 May 2008

Proposed capital expenditure

SSM

Energy Coal

D&SP

Iron Ore

Base Metals

Petroleum

Met Coal

CSG

Manganese

Aluminium

2008

Execution

Pyrenees

Samarco

Neptune

Shenzi

Alumar

Atlantis

North

Klipspruit

GEMCO

Zamzama

Phase 2

2013

Feasibility

Guinea

Alumina

Worsley

E&G

Perseverance

Deeps

Maruwai

Stage 1

Douglas-

Middelburg

Mt Arthur

Coal UG

Future Options

Cliffs

Newcastle

Third Port

NWS

Angel

Nimba

Ekati

Canadian

Potash

WA Iron Ore

Quantum 1

CW Africa

Exploration

Angola

& DRC

WA Iron Ore

RGP 5

WA Iron Ore

Quantum 2

Macedon

Turrum

CMSA Heap

Leach 1

NWS

CWLH

Peak Downs

Exp

DRC

Smelter

Mad Dog

West

KNS

Exp

Hallmark

Corridor

Sands 1

Puma

Cerrejon

Opt Exp

Angostura

Gas

NWS

T5

Our Tier 1 project growth pipeline is attractive

Navajo

Sth

Bakhuis

Maruwai

Stage 2

NWS Nth

Rankin B

WA Iron Ore

RGP 4

Kipper

Antamina

Exp

Goonyella

Expansions

Olympic Dam

Expansion 3

Corridor

Sands 2

Knotty

Head

Maya

Nickel

Gabon

Daunia

RBM

Olympic Dam

Expansion 2

Browse

LNG

Resolution

Saraji

Thebe

CMSA

Pyro Expansion

Cannington

Life Ext

SA Mn

Ore Exp

Wards

Well

Eastern

Indonesian

Facility

NWS

WFGH

Blackwater

UG

Olympic Dam

Expansion 1

CMSA Heap

Leach 2

Escondida

3rd Conc

Red Hill

UG

GEMCO

Exp

Samarco 4

Shenzi

Nth

Neptune

Nth

MKO

Talc

Scarborough

Caroona

Kennedy

$2bn+

$501m-$2bn

<$500m

Slide 18

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

CY 07

CY 08

CY 09

CY 10

CY 11

CY 12

BHP Billiton has an attractive growth profile of significant

scale

Copper Equivalent Tonnes '000

Production in copper equivalent tonnes

Source: BHP Billiton analysis.

Similar methodology as per Rio Tinto 13 February 2008 presentation on an unrisked basis.

CAGR 6.9%

Estimate

Slide 19

Resourcing the future

Industry outlook and growth

BHP Billiton: strategy and approach

BHP Billiton: growth

Conclusion

Slide 20

Conclusion –

Strength, stability and growth

•

Strong pricing fundamentals due to increased demand and lagging supply

•

BHP Billiton’s strategy is unchanged -

a diversified upstream portfolio of Tier 1, large,

low-cost, expandable assets

•

BHP Billiton is well positioned to continue to create strong value for shareholders with a

large project pipeline, focussed on high margin investments, which will deliver strong

growth

•

The Rio Tinto acquisition can generate additional value for both

sets of shareholders and

is strongly aligned with BHP Billiton’s strategy and management philosophy of simplicity,

accountability and global talent

•

The combined organisation would deliver:

–

More production, faster and lower cost, an enhanced set of future growth options

and quantifiable synergies -

$3.7bn in incremental EBITDA by year 7

–

A compelling 45% premium for Rio Tinto shareholders and participation in the

world’s largest mining company