Rio Tinto plc AGM

Rio Tinto PLC
17 April 2008


Rio Tinto plc AGM, April 2008


17 April 2008


Rio Tinto plc annual general meeting was held at 11.00 am on Thursday, 17 April
2008 at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster,
London SW1.

The transcript of the speeches by the chairman and the chief executive are
below.

(1. Title slide)


(2. Paul Skinner slide)

Opening remarks by the chairman, Paul Skinner

Good morning ladies and gentlemen. I am very pleased to welcome you to this
year's Annual General Meeting.

Before we go any further there will be a short safety briefing. This is
something Rio Tinto takes very seriously and I would ask that you all listen
carefully.


(3. New Directors)

Directors

All your directors are present at today's meeting, except Andrew Gould who has
an unavoidable long standing commitment.

Following the acquisition of Alcan we are especially pleased to welcome Yves
Fortier and Paul Tellier who are standing for election to the board as non
executive directors, and Dick Evans, chief exective of Rio Tinto Alcan, as an
executive director. This strong representation from Canada will provide
important continuity in the integration of Alcan and brings valuable new
perspectives to the board.

Members of the board who are standing for re-election today are Tom Albanese,
Vivienne Cox, Richard Goodmanson and myself.

As we announced last year, Sir Richard Sykes, currently the senior independent
director, will retire after this year's annual general meetings after ten years
on the board. I take this opportunity of recognising his valuable contribution
to Rio Tinto over that period, for which we thank him. Andrew Gould, currently
chairman of the Audit committee, will become the senior independent director on
Richard's retirement and will become chairman of the Remuneration committee.
Sir David Clementi will replace Andrew as chairman of the Audit committee. These
changes are planned to take effect at the conclusion of the 2008 annual general
meetings.

Ill health led to the resignation of Ashton Calvert from the board in November
and we were deeply saddened to hear of his death shortly afterwards. Ashton
joined the boards in 2005 following a long and distinguished career in the
Australian foreign service before his last role as secretary at the Department
of Foreign Affairs and Trade. He made a major contribution to Rio Tinto and
provided valuable insights across a range of major strategic issues, notably in
relation to our businesses in Australia and Asia. He was an inspiring colleague
and we miss him greatly.

During 2007 we also achieved a seamless transition in our executive leadership
with Tom Albanese taking over as chief executive on 1 May. Retaining continuity
and stability during a change of leadership does not just happen - it is the
result of careful planning and management focus.

It is testament to the quality of our leadership team that they have delivered a
string of records during the year against the backdrop of heightened corporate
activity. We are very fortunate to have one of the strongest management teams in
the resources sector.


(4. Records across the board)

Results and dividend

Rio Tinto is about value creation and business excellence and we remain
committed to both.

I am pleased to say that the Group had another record year in 2007, with
continuing strong demand and prices for our products. Our underlying earnings in
2007 were a record 7.4 billion US dollars, one per cent above 2006.

Net earnings were 7.3 billion, and cash flow from operations increased 15 per
cent to a record 12.5 billion. We are currently generating around a billion
dollars a month in cash.


(5. Progressive dividends)

Total dividends declared for 2007 of 136 US cents per share represent an
increase of 31 per cent over the 2006 dividend. Reflecting our confidence in the
continuing growth of the business, we have committed to further total increases
in the dividend of at least 20 per cent in each of 2008 and 2009.

We have always said that our first priority for excess capital after our
reinvestment in profitable growth is the ordinary dividend, and we are pleased
to reinforce this commitment to our shareholders.

Our confidence is also reflected in our planned capital expenditure in 2008 and
2009 - indicatively around nine billion dollars in each year, including the
commitments we have made to Rio Tinto Alcan's growth projects. We have many
opportunities to grow our business from our expanded asset base.


(6. Strategic fit of Alcan deal)

Strategy

Our strategy to add value over time is characterised by consistency and
simplicity - we aim to invest in large, long life, cost competitive assets.

The acquisition of Alcan is an excellent example. Against a background of
strengthening aluminium prices we have created a global leader in this sector,
with high quality assets in all phases of aluminium production.

                                                                        Cont.../

Similarly, our ongoing investments in iron ore production and infrastructure,
and our plans for investment in a series of large, long term copper projects are
targeted to create significant value over time. Tom will say more about this.

We have also committed to a programme of disposal of non core assets which will
lower our debt level and create the opportunity to focus our business on world
class, market leading positions. This is progressing well.


(7. Offer rejected)

BHP Billiton offer

I should like to make a few comments on the position following BHP Billiton's
pre-conditional offer. As you know, the Rio Tinto boards unanimously rejected an
outline proposal last November of three BHP Billiton shares for each Rio Tinto
share. This rejection was after full consideration by our board, on the basis
that it significantly undervalued Rio Tinto's assets and prospects.

In February, BHP Billiton followed this approach with a pre-conditional offer of
3.4 BHP Billiton shares for each Rio Tinto share. Again our boards gave this
very careful consideration and concluded that we should reject this also for the
same reasons.

We have an outstanding portfolio of assets, our business is performing very
strongly and is very well managed by a talented team.  We have taken many
opportunities to explain this to the shareholders and the financial community
over recent months and I believe the intrinsic value of Rio Tinto is becoming
increasingly clear. As you know, a 12 per cent holding in Rio Tinto plc has been
taken by the Aluminum Corporation of China (Chinalco). This is not something we
solicited, but the acquisition, at a premium to the then prevailing market
price, gives directional support to our view on Rio Tinto's value.

We shall therefore continue on our course of creating value for shareholders and
the board will not engage in discussion with any party whose proposals do not
fully value Rio Tinto. This would need to reflect a significant premium to what
we can achieve ourselves - so far we have not seen that. In the meantime the
momentum in our business continues to develop strongly.


(8. Strong in Australia)

Strong in Australia

A lot of that momentum comes from our activities in Australia, a country
enjoying strong economic growth from its mineral endowment.

Rio Tinto is in the forefront of national wealth creation that  adds value to
the economy in the form of wages, taxes, royalties and interest, as well as
profits distributed to shareholders.

Our pioneering dual listed companies' structure has proved a very strong
platform for growth and we have the capacity to do all we need to do in our
sector - Alcan was an example - but at the same time maintain our special
relationship with Australia.

Rio Tinto's focus on its Australian operations has intensified over recent years
- with approximately 30 billion Australian dollars in investment since 1998.
Last year our value added in Australia amounted to 10 billion. Even more
importantly we employ 17,000 people in well paid jobs in Australia.


(9. Sustainable development)

Sustainable development

A successful business is one that is sustainable and meets all its legitimate
stakeholders' needs in the short term and the long term.

By earning a good reputation for our care of the environment and contribution to
social improvement and economic conditions of local communities, all within a
strong governance structure, we gain improved access to land, people and
capital, the three critical resources on which our business success is built.

Our demonstrated commitment to sustainable development is matched by Alcan's.
These common values are greatly assisting in the integration of the two
businesses.

Rio Tinto Alcan aims to be the sustainability leader in aluminium. It has
consistently been at the forefront of developing the most advanced smelting
technology to reduce energy use and emissions. More than half of its electricity
requirements come from clean hydro-electric power which will prove an increasing
competitive advantage in a carbon constrained world.


(10. Positive market outlook)

Economic outlook

Turning now to the outlook, market conditions in 2007 served to underline that
strong demand for metals and minerals is continuing.

There has clearly been a shift in the cyclical pattern of the industry, driven
by demand from fast developing economies. This presents mining companies with a
potentially extended period of strong earnings. It is not only about demand -
supply is struggling to catch up and keep up, due to multiple constraints in the
development of new production capacity.

Last year China's economy expanded at its strongest pace in 13 years, marking
the fifth year of double digit growth. Industrial production there was up by
18.5 per cent and urban investment by 25 per cent. These are key aggregate
indicators of China's industrialisation and urbanisation process.

Because of the developed world's focus on the weakening economic situation in
the US, there's a perception that mining and metals may face declining demand
and a return to cyclical over capacity. This is not how we see it. Important as
the US remains to the world economy, it is not as pivotal as it once was to
global demand for metals and minerals. For example, last year China consumed
more than half the world's iron ore imports, and its total steel consumption was
over three times that of the US.

We often think of China as being powered by exports, and particularly exports to
the US. In terms of demand for our products, this is not really the story any
more. The direction has changed to one of accelerating internal demand driven by
industrialisation and urbanisation. We expect continuing double digit GDP growth
in China in 2008 and metals demand to continue to rise at a rate well above GDP
growth. Even if an extended US recession were to materialise, our analysis shows
it would reduce Chinese GDP only marginally. It is not just a China story -
other Asian economies, notably India, are poised for extended periods of growth.

We therefore remain very positive about the prospects for the industry, and for
Rio Tinto in particular, given our outstanding portfolio of assets.


(11. Conclusion)

Conclusion

2007 was a transformational year for Rio Tinto.  As we move through 2008 the
extent of this change will become apparent as we move to a new level of
performance.  This, in turn, will highlight the increased focus of our business
on global leading positions in products with strong fundamentals.  We have
established a new baseline for future value creation for shareholders.

Managing major strategic initiatives places strong extra demands on management
and they have certainly risen to meet the challenges. Satisfying the demands of
customers, and developing new projects within tight timetables and budgets, puts
considerable pressure on every individual in the organisation.

Our record results in 2007 are very much a product of the commitment, dedication
and hard work of all our people across the world. On behalf of the board and
you, our shareholders, I thank them for all they have done to deliver success in
another record year.

Let me now ask Tom to comment on our operational performance in 2007.

Tom, over to you.


(12. Tom Albanese slide)

Remarks by the chief executive, Tom Albanese

Thanks Paul, and good morning ladies and gentlemen.

Before I discuss our results, let me say something on safety. This remains the
highest priority throughout Rio Tinto.


(13. Safety slide)

It is therefore deeply tragic that on 11 March we suffered the loss of ten
people in a helicopter accident near the La Granja copper project in Peru.

Rio Tinto is deeply saddened. Everything was done to assist the families of
those on board.  Bret Clayton, our Copper group chief executive, other senior
executives and I immediately visited the area to lend the support we could.

On 19 March all operations in the Rio Tinto Group worldwide observed a safety
shutdown as a mark of respect for this tragic loss.

We also very much regret the four fatalities of contractor personnel at managed
operations in 2007.  Nevertheless 2007 did see a continuation in improvement of
our overall safety performance.

Overall we have a good safety record but we will never be complacent and will
continue to work towards our goal of zero harm. This is particularly important
as we integrate Alcan and combine what are two strong safety cultures to drive
further improvement.


(14. Major investments, including Alcan)

Our company and our industry is going through very exciting and dynamic times.
None of us can remember the mining industry so buoyant and Rio Tinto being in
such good shape.

We delivered record production for many of our key commodities. This was
reinforced by our substantial investment in growth.

Major investments in growth projects made or approved in 2007 totalled an
impressive 46 billion dollars.

Most of this was on the acquisition of Alcan for 38 billion, but it also
includes construction of iron ore mines and infrastructure, and investments in
diamonds, alumina, coal and nickel.


Rio Tinto Alcan

The agreed takeover of Alcan in 2007 was a historic step with far reaching
strategic benefits for Rio Tinto.  I would like to thank you, our shareholders,
for supporting the transaction.

By combining Alcan with the existing Rio Tinto Aluminium business we have become
a global leader in aluminium, We own premier assets throughout the aluminium
value chain, competitively positioned on the global cost curve, and integration
of Alcan into the Rio Tinto Group is well under way.

We have 25 aluminium smelters in 11 territories, most of which are located in
OECD countries. Crucially, the production base contains many of the world's most
modern and low cost smelters, fitted out with Rio Tinto Alcan's industry leading
AP Series technology.

We are now a leader in aluminium industry technology, with the takeover of Alcan
uniting two of the world's top metallurgical and research and development teams
in a global drive to make aluminium the green metal for the 21st century.

We also own large and sustainable hydro-electric generating capacity of nearly
3,700 megawatts, much of which cannot be duplicated. This is equivalent to an
oilfield producing 175,000 barrels a day forever. It constitutes a significant
competitive advantage that will only increase in value over time.

The Aluminium group also has a strong project development portfolio. There are
six projects planned or under way in bauxite and alumina and seven more in
aluminium.

When the deal with Alcan was announced we saw some 600 million dollars of cost
savings being achievable. After further work we have set ourselves the target of
achieving after tax benefits of US$1.1 billion per year in synergies from the
end of 2009.


(15. China fuels commodity markets)

Market environment

Turning to the wider commodity market environment, over the past five years the
growth of China has created high expectations with a fundamental shift in the
global economy towards fast and resource intensive growth.

Countries like China and India continue to industrialise, urbanise and expand
their per capita GDP.

We expect these conditions to continue for some time. On top of this strong
demand, supply growth continues to be constrained, held back by decades of
underinvestment by the mining industry in people, in exploration and resources,
in mines and infrastructure.

While demand bodes well for the future, we must remember that to keep our
competitive edge we have to work faster at meeting the world's growing demand,
better at leading and shaping our industry, and smarter at creating shareholder
value.

This means investing in robust projects that will continue to be market leaders
in decades to come.


(16. Another record year)

2007 results overview

Turning to the 2007 financial results, as we have seen, this was another
excellent year, breaking production records for iron ore, bauxite, alumina,
aluminium, refined copper and refined gold, thus making the most of higher
prices.

Price movements on all major commodities increased earnings by 1.4 billion
dollars.

We completed four major iron ore projects in 2007 on time and within budget
while at the same time achieving record output. These were the expansion of the
Tom Price and Yandicoogina mines; expansion of Dampier port, and completion of
the first stage of the Hope Downs project.


(17. Product group results)


Copper

The Copper group was our highest earner with a contribution to underlying
earnings of 3.5 billion dollars, similar to record earnings in 2006. Earnings in
2007 reflected higher sales of refined copper, and continuing strong copper,
molybdenum and gold markets. Positive co- product credits reduced our overall
unit cash costs to less than zero.


Iron ore

Our Iron Ore group enjoyed a record breaking year. Underlying earnings rose 18
per cent and set an annual record, as did production and sales.  For safety
performance this was also the best year on record, with a 35 per cent
improvement in the lost time injury frequency rate, despite new projects and a
higher level of activity.


Aluminium

Aluminium's results include Alcan businesses from 24 October. The product
group's contribution to underlying earnings was just over one billion dollars,
an increase of 47 per cent over 2006.  On a comparable basis, the group achieved
record aluminium production. The increased earnings contribution was the result
of higher aluminium prices and a one off reduction in Canadian tax rates
applying to the Alcan businesses.


Energy

In Energy, 2007 saw the re-emergence of uranium as an important contributor. We
are the world's second largest producer and we saw a trebling of earnings from
sharply rising prices realised at Rossing and ERA. In 2007 the biggest negative
impact on Energy earnings came from continuing, externally managed,
infrastructure issues on the east coast of Australia. We hope to see the new
government in Australia begin to address this national issue as a matter of
urgency.


Diamonds and Industrial Minerals

Diamonds and Industrial Minerals performed well in 2007. The Diavik diamond
mine, one of the world's most profitable, had record production and earnings. In
Minerals, volume weakness in North America was offset by rising prices for
borates and talc. Titanium dioxide prices also firmed, and our ilmenite project
in Madagascar is on track for first production at the end of this year.


(18. Portfolio and capital management)

Divestments

The acquisition of Alcan gave us the opportunity to refocus our portfolio.

This rebalancing of the portfolio also gives us the means of reducing the debt
taken on for the Alcan acquisition.

We plan to reduce this debt more quickly by divesting assets that are no longer
core to the enlarged Rio Tinto.

We originally set ourselves a target for asset sales of at least ten billion
dollars. After further review this has been increased to at least 15 billion. We
aim to achieve ten billion in 2008, of which we have completed sales of 2.5
billion so far.

We have formal processes in place for all asset sales, and no shortage of
interested parties.


(19. Project pipeline driving growth)


Major project developments

At the heart of our value case is the strength of our project pipeline. Our
planned capital expenditure in 2008 and 2009 is nine billion dollars in each
year.

Our portfolio of projects allows us to target strong production growth in the
three commodities that are key to the economic future of China, and later India
and other fast growing and industrialising economies of Asia: iron ore, copper
and aluminium.

Ongoing projects include expansion at Kennecott Utah Copper in the US, new iron
ore mines and port expansions in Australia, underground development of our
diamond mines, extension of coking coal production and re-entry into the nickel
business.

In all, extending out to 2012, we have 34 key projects on the go which are
expected to boost our production of key commodities.

Beyond 2012, we have a number of early stage and conceptual projects - La Granja
copper, Simandou iron ore, Resolution copper and Sulawesi Nickel, for example.


(20. Rio Tinto - a leader in exploration)

Exploration

Looking even further ahead we have strong growth opportunities generated from
our exploration activities, both greenfield and near mine. This is the most cost
effective way of acquiring quality assets, and we are very good at it.

It is often our ability to think creatively about an existing asset or a known
prospect, which unlocks the opportunity to create value.

Resolution, Simandou, Potasio Rio Colorado and La Granja would be good recent
examples. The recently announced one billion tonne Chapudi coal resource in
South Africa could be a future example.

We continue to invest at high levels in the area of exploration and evaluation,
on which our total pre tax spend was 570 million dollars in 2007.


(21. Forecast growth)


Strong prospects

Rio Tinto's project pipeline and exploration capability, together with our
proven project execution capability is the key to value adding growth.



Based on our portfolio of projects, we estimate that the compound annual growth
rate of our volumes from 2008 to 2015 is over eight per cent per annum.



This is based on the volume growth rate of our individual products indexed into
comparable monetary equivalents using consensus long term prices.



This equates to growth in value, which is the key driver of Rio Tinto.



Volume growth from competitively positioned assets at a time of strong demand
will lead to substantially enhanced returns for shareholders. All our
investments must pass a rigorous appraisal discipline before they are approved.



As I've said, we are in a unique position with strong demand for everything we
produce - and we have the operations, prospects and capabilities to deliver this
growth.



Our current position in each of our three main products is very strong. We have
large scale if not leading positions in each one of them, with competitive
operational costs in the first or lower second quartiles.

We have an excellent set of growth opportunities, with the potential to double
or even treble the production of our key commodities.


(22. Delivering today, positioned for the future)

Conclusion

Rio Tinto is therefore perfectly positioned to take advantage of the
opportunities afforded by markets that are expected to remain strong for decades
to come.



We remain totally focused on value and I am resolved to make the business work
faster at meeting the world's growing demand, better at leading and shaping our
industry, and smarter at creating value for our shareholders.



Our 2007 results show that our growth is accelerating. Our planned investments
are targeted to maintain this momentum.



Rio Tinto is about value. The value will come from leveraging our assets, our
prospects, and our organisation in a very strong market environment, while
continuing our commitment to safety, and adhering to our sustainable development
principles.





And ultimately the value we create will belong to you our shareholders.



Thank you, and now I will hand you back to Paul.





The chairman resumes the formal part of the meeting





About Rio Tinto



Rio Tinto is a leading international mining group headquartered in the UK,
combining Rio Tinto plc, a London and NYSE listed public company, and Rio Tinto
Limited, which is a public company listed on the Australian Securities Exchange.



Rio Tinto's business is finding, mining, and processing mineral resources. Major
products are aluminium, copper, diamonds, energy (coal and uranium), gold,
industrial minerals (borax, titanium dioxide, salt, talc) and iron ore.
Activities span the world but are strongly represented in Australia and North
America with significant businesses in South America, Asia, Europe and southern
Africa.



Forward-Looking Statements



This announcement includes 'forward-looking statements' within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other than
statements of historical facts included in this announcement, including, without
limitation, those regarding Rio Tinto's financial position, business strategy,
plans and objectives of management for future operations (including development
plans and objectives relating to Rio Tinto's products, production forecasts and
reserve and resource positions), are forward-looking statements. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
Rio Tinto, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements.



Such forward-looking statements are based on numerous assumptions regarding Rio
Tinto's present and future business strategies and the environment in which Rio
Tinto will operate in the future. Among the important factors that could cause
Rio Tinto's actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others, levels of
actual production during any period, 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 United States
Securities and Exchange Commission (the 'SEC') or Form 6-Ks furnished to the
SEC. Forward-looking statements should, therefore, be construed in light of such
risk factors and undue reliance should not be placed on forward-looking
statements. These forward-looking statements speak only as of the date of this
announcement. Rio Tinto expressly disclaims any obligation or undertaking
(except as required by applicable law, the City Code on Takeovers and Mergers
(the 'Takeover Code'), the UK Listing Rules, the Disclosure and Transparency
Rules of the Financial Services Authority and the Listing Rules of the
Australian Securities Exchange) to release publicly any updates or revisions to
any forward-looking statement contained herein to reflect any change in Rio
Tinto's expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.



Nothing in this announcement should be interpreted to mean that future earnings
per share of Rio Tinto plc or Rio Tinto Limited will necessarily match or exceed
its historical published earnings per share.



Subject to the requirements of the Takeover Code, none of Rio Tinto, any of its
officers or any person named in this announcement with their consent or any
person involved in the preparation of this announcement makes any representation
or warranty (either express or implied) or gives any assurance that the implied
values, anticipated results, performance or achievements expressed or implied in
forward-looking statements contained in this announcement will be achieved.


For further information, please contact:

Media Relations, Australia                             Media Relations, London
Amanda Buckley                                         Christina Mills
Office:  [phone]                           Office: [phone]
Mobile: [phone]                            Mobile: [phone]

Ian Head                                               Nick Cobban
Office:  [phone]                           Office:  [phone]
Mobile: [phone]                            Mobile: [phone]

Media Relations, Americas
Nancy Ives
Mobile:  [phone]

Investor Relations, Australia                          Investor Relations, London
Dave Skinner                                           Nigel Jones
Office:  [phone]                           Office:   [phone]
Mobile: [phone]                            Mobile: [phone]

Simon Ellinor                                          David Ovington
Office:  [phone]                           Office:  [phone]
Mobile: [phone]                            Mobile: [phone]

Investor Relations, North America
Jason Combes
Office:  [phone]
Mobile: [phone]

Email:  [e-mail]

Website:  www.riotinto.com

High resolution photographs available at: www.newscast.co.uk








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