Rio Tinto Letter to Shareholders

The following letter to shareholders was posted on Rio Tinto’s website
on February 11, 2008. For more detailed information, please visit www.riotinto.com.

The Boards of Rio Tinto Reject BHP Billiton’s
Pre-conditional Offers

Dear Shareholder,

I am writing to you about the pre-conditional offers to acquire Rio Tinto that have been announced by BHP Billiton and to explain why you do not have to take any action at this time. The Boards of Rio Tinto are focused on creating value for you, our shareholders, and we believe it is essential that you understand why we decided to reject these offers.

In November 2007, BHP Billiton made an unsolicited approach to acquire Rio Tinto, offering three BHP Billiton shares for each Rio Tinto share. The Rio Tinto Boards unanimously rejected this proposal because it significantly undervalued Rio Tinto and its prospects. Later in November, Rio Tinto outlined its plans to deliver exceptional growth and a series of increased dividends.

On 6 February 2008, BHP Billiton made an announcement of
pre-conditional offers for Rio Tinto offering 3.4 BHP Billiton shares for each Rio Tinto share. Under the UK Takeover Code, Rio Tinto is required to notify all shareholders of the terms of BHP Billiton’s
pre-conditional offers, details of which accompany this letter.

Rio Tinto’s Boards have given careful consideration to
BHP Billiton’s pre-conditional offers and have concluded that they still significantly undervalue Rio Tinto. Accordingly, the Boards have unanimously rejected BHP Billiton’s pre-conditional offers as not in the best interests of shareholders.

Rio Tinto has world-leading positions in major commodities including iron ore, copper and aluminium. With its world class asset base, infrastructure and extensive mineral reserves and resources, Rio Tinto is ideally positioned to supply the world’s increasing raw materials demand and to continue to create and deliver value for our shareholders. Your Boards believe that Rio Tinto is poised for exceptional growth, and we have a clear, proven strategy for delivering value to you, our shareholders.

BHP Billiton’s offers, while improved, still fail to recognise the underlying value of Rio Tinto’s high quality assets and prospects. Our plans are unchanged and will remain so, unless a proposal is made that fully reflects the value of Rio Tinto. We are forging ahead with our strategy of operating and developing large scale, long life, and low cost assets to generate significant value for shareholders.

BHP Billiton’s announcement is not a firm offer for your shares or ADRs. There is currently no formal offer for you to consider. You do not need to take any action. BHP Billiton has merely announced its intention to make formal offers if certain pre-conditions are met.
BHP Billiton has said that the satisfaction of these pre-conditions, relating to competition law and foreign investment approvals, may not occur until the end of 2008. Even if those conditions are satisfied,
BHP Billiton’s offers would be subject to additional conditions.

BHP Billiton may seek to contact you in relation to their offers. Should this occur, you should take no action until Rio Tinto’s Boards contact you. If you have any questions regarding this process, you can call freephone in the UK: 0800-987-8750, Australia: 1-800-835-640 or in the US: 1-888-410-7850 or visit our website. Your Boards will continue to focus on value and wish to take this opportunity to thank you for your continuing support. We will keep you advised of any developments.

Yours sincerely,

Paul Skinner
Chairman

View the pdf version here.

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