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RIO TINTO PLC

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Rio Tinto : AGM 2022 - Voting Results

05/05/2022 | 02:14am EDT

Notice to ASX/LSE

5 May 2022

Results of Rio Tinto annual general meetings

The annual general meetings of Rio Tinto plc and Rio Tinto Limited were held on 8 April 2022 and 5 May 2022 respectively.

Under Rio Tinto's dual listed companies structure established in 1995, decisions on significant matters affecting shareholders of Rio Tinto plc and Rio Tinto Limited in similar ways are taken through a joint electoral procedure. Resolutions 1 to 17 contained in the notices of meeting of each Rio Tinto plc and Rio Tinto Limited, and Resolution 22 in the Rio Tinto plc notice of meeting and the corresponding Resolution 19 in the Rio Tinto Limited notice of meeting set out in tables 1 and 2 below, fall into this category.

Resolutions 18 to 21 of the Rio Tinto plc notice of meeting, in table 3 below, were put to Rio Tinto plc shareholders only. Resolution 18 of the Rio Tinto Limited notice of meeting, in table 4 below, was put to Rio Tinto Limited shareholders only.

All resolutions were carried, except for Resolution 22 in the Rio Tinto plc notice of meeting and the corresponding Resolution 19 in the Rio Tinto Limited notice of meeting, the poll for which was not valid because more than 75% of the votes validly cast on Resolution 3 (Approval of the 2021 Directors' Remuneration Report) were cast in favour of that resolution.

Resolution 17, to approve Rio Tinto Group's Climate Action Plan, was endorsed by Rio Tinto Limited and Rio Tinto plc shareholders, with 84% of the votes validly cast on the resolution across the joint electorate voted in favour of that resolution. The Climate Action Plan puts the low-carbon transition at the heart of Rio Tinto's business strategy: combining investments in commodities that enable the energy transition with actions to decarbonise the company's operations and value chains.

The results of the Rio Tinto plc polls were certified by the scrutineer, Computershare Investor Services PLC, and the results of the Rio Tinto Limited polls were as reported by the duly appointed returning officer, a representative of Computershare Investor Services Pty Limited. These results are as set out below. Information on the final proxy position for each company is detailed in Appendix 1, and the votes cast on each resolution as a percentage of the issued capital of each company is set out on our website at www.riotinto.com/invest/shareholder-information/annual-general-meetings.

Table 1

The following joint decision resolutions, which were put to both Rio Tinto plc and Rio Tinto Limited shareholders on a poll at the respective annual general meetings, were duly carried. The results of the polls were as follows:

Resolution

Total Votes

Cast

For

Against

Withheld/ Abstained ¹

Number

%

Number

%

1.

Receipt of the 2021 Annual Report

1,109,705,149

1,106,438,236

99.71

3,266,913

0.29

20,451,863

2.

Approval of the Directors' Remuneration Report: Implementation Report

1,118,631,817

1,074,361,923

96.04

44,269,894

3.96

11,499,374

3.

Approval of the Directors' Remuneration Report

1,117,770,086

1,073,891,314

96.07

43,878,772

3.93

12,359,627

4.

To elect Dominic Barton BBM as a director

1,118,980,333

1,093,669,797

97.74

25,310,536

2.26

11,166,359

5.

To elect Peter Cunningham as a director

1,127,801,868

1,125,771,083

99.82

2,030,785

0.18

2,252,089

6.

To elect Ben Wyatt as a director

1,127,753,907

1,122,629,915

99.55

5,123,992

0.45

2,300,993

7.

To re-elect Megan Clark AC as a director

1,127,942,691

1,034,147,529

91.68

93,795,162

8.32

2,202,684

8.

To re-elect Simon Henry as a director

1,126,943,956

1,072,429,146

95.16

54,514,810

4.84

3,204,234

9.

To re-elect Sam Laidlaw as a director

1,127,882,458

1,045,126,420

92.66

82,756,038

7.34

2,267,071

10.

To re-elect Simon McKeon AO as a director

1,127,915,093

1,077,546,804

95.53

50,368,289

4.47

2,230,282

11.

To re-elect Jennifer Nason as a director

1,127,910,066

1,076,539,138

95.45

51,370,928

4.55

2,235,309

12.

To re-elect Jakob Stausholm as a director

1,127,931,604

1,121,633,343

99.44

6,298,261

0.56

2,214,435

13.

To re-elect Ngaire Woods CBE as a director

1,127,913,097

1,076,957,425

95.48

50,955,672

4.52

2,231,528

14.

Re- appointment of auditors

1,128,264,407

1,119,984,108

99.27

8,280,299

0.73

1,884,692

15.

Remuneration of auditors

1,127,776,623

1,126,045,772

99.85

1,730,851

0.15

2,372,086

16.

Authority to make political donations

1,128,064,199

1,118,547,189

99.16

9,517,010

0.84

2,074,281

17.

Climate Action Plan

1,100,727,843

927,804,087

84.29

172,923,756

15.71

29,413,160

¹ In calculating the results of the respective polls under the joint electoral procedure, "withheld" votes at Rio Tinto plc's meeting are aggregated with "abstained" votes at Rio Tinto Limited's meeting. For all relevant purposes "withheld" votes and "abstained" votes have the same meaning. They are not included in the calculation of the proportion of votes for and against each resolution.

Table 2

The poll for Resolution 22 in the Rio Tinto plc notice of meeting and the corresponding Resolution 19 in the Rio Tinto Limited notice of meeting was not valid because more than 75% of the votes validly cast on Resolution 3 (Approval of the 2021 Directors' Remuneration Report) were cast in favour of that resolution. Poll figures are provided below for information purposes only, and do not constitute a voting result.

Resolution

Total Votes

Cast

For

Against

Withheld/ Abstained ¹

Number

%

Number

%

19/22.

Resolution to hold a meeting for fresh election of directors (conditional item)2

1,126,473,984

26,300,905

2.33

1,100,173,079

97.67

3,644,573

2 Resolution 22 in the Rio Tinto plc notice of meeting and Resolution 19 in the Rio Tinto Limited notice of meeting are corresponding resolutions.

Table 3

The following resolutions were put to Rio Tinto plc shareholders only and carried at the Rio Tinto plc meeting held on 8 April 2022. Resolution 18 was carried as an ordinary resolution and resolutions 19 to 21 as special resolutions. In accordance with the UK Listing Authority's Listing Rule 9.6.2, copies of all the resolutions passed by Rio Tinto plc shareholders, other than ordinary business, have been submitted to the National Storage Mechanism and are available for inspection at http://www.morningstar.co.uk/uk/NSM.The results of the polls were as follows:

Resolution

Total Votes

Cast

For

Against

Withheld/ Abstained

Number

%

Number

%

18.

General authority to allot shares

920,552,687

906,818,271

98.51

13,734,416

1.49

2,155,910

19.

Disapplication of pre-emption rights

920,160,412

915,306,396

99.47

4,854,016

0.53

2,550,514

Resolution

Total Votes

Cast

For

Against

Withheld/ Abstained

20.

Authority to purchase Rio Tinto plc shares

921,105,942

732,358,932

79.51

188,747,010

20.49

1,602,135

21.

Notice period for general meetings other than annual general meetings

921,160,622

878,544,694

95.37

42,615,928

4.63

1,547,188

Resolution 20 'Authority to purchase Rio Tinto plc shares' was passed as a special resolution, but with less than 80% of votes in favour. As previously announced, Shining Prospect (a subsidiary of the Aluminium Corporation of China "Chinalco") voted against Resolution 20. Chinalco has not sold any of its shares in Rio Tinto plc and now has a holding of just over 14% given its non-participation in the Company's significant share buyback programmes. This places Chinalco close to the 14.99% holding threshold agreed with the Australian Government at the time of its original investment in Rio Tinto.

Table 4

Resolution 18 below was put to Rio Tinto Limited shareholders only. Resolution 18 was carried as a special resolution. The results of the poll were as follows:

Resolution

Total Votes

Cast

For

Against

Withheld / Abstained

Number

%

Number

%

18.

Renewal of off-market and on-market share buy-back authorities

206,804,067

205,283,446

99.26

1,520,621

0.74

638,387

LEI: 213800YOEO5OQ72G2R82

Classification: 3.1. Additional regulated information required to be disclosed under the laws of a Member State.

Contacts

Please direct all enquiries to media.enquiries@riotinto.com

Media Relations, UK

Media Relations, Australia

Illtud Harri

M +44 7920 503 600

Jonathan Rose

M +61 447 028 913

David Outhwaite M +44 7787 597 493

Matt Chambers M +61 433 525 739

Media Relations, Americas

Matthew Klar

T +1 514 608 4429

Jesse Riseborough M +61 436 653 412

Investor Relations, AustraliaInvestor Relations, UK

Menno Sanderse

M: +44 7825 195 178

David Ovington

M +44 7920 010 978

Clare Peever

M +44 7788 967 877

Rio Tinto plc

Amar Jambaa

M +61 472 865 948

Rio Tinto Limited

6 St James's Square London SW1Y 4AD United Kingdom

Level 7, 360 Collins Street Melbourne 3000

Australia

T +44 20 7781 2000 Registered in England No. 719885

T +61 3 9283 3333 Registered in Australia ABN 96 004 458 404

This announcement is authorised for release to the market by Steve Allen, Rio Tinto's Group Company Secretary.

riotinto.com

Appendix 1

FINAL PROXY POSITION

Shareholders are encouraged to look at the voting figures provided in the main part of this announcement, as proxy figures may not be an accurate indication of the voting at the annual general meetings; a proxy is an authority or direction to the proxy holder to vote and not a vote itself. As such, the proxy figures do not reflect the votes cast by shareholders who attend the meeting in person, or through an attorney or corporate representative.

References in this appendix in respect of Resolutions 1-17 and Resolutions 22 in the Rio Tinto plc notice of meeting and the corresponding Resolution 19 in the Rio Tinto Limited notice of meeting, to an appointment specifying that a proxy abstain on a resolution should, when referring to voting at Rio Tinto plc's annual general meeting, be taken as references to the appointment specifying that the proxy withhold from voting on a resolution.

The proxy position for each company (excluding the proxy votes carried from one meeting to the other meeting by the Special Voting Shares in accordance with the DLC structure) on the resolutions put to both Rio Tinto plc and Rio Tinto Limited shareholders under the joint electoral procedure was as follows:

PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS

Rio Tinto plc

Rio Tinto Limited

1. Receipt of the 2021 Annual Report

Total number of proxy votes exercisable by all proxies validly appointed:

906,790,072

201,557,768

Total number of proxy votes in respect of which the appointments specified that the proxy:

(i)was to vote for the resolution

903,956,248

198,716,680

(ii)was to vote against the resolution

2,527,270

187,515

(iii) was to abstain on the resolution

14,661,083

5,786,546

(iv) may vote at the proxy's discretion

306,554

2,653,573

2. Approval of the Directors' Remuneration Report: Implementation Report

Total number of proxy votes exercisable by all proxies validly appointed:

910,660,716

206,618,672

Total number of proxy votes in respect of which the appointments specified that the proxy:

(i)was to vote for the resolution

873,614,361

197,099,799

(ii)was to vote against the resolution

36,745,085

6,895,782

(iii) was to abstain on the resolution

10,788,624

725,488

(iv) may vote at the proxy's discretion

301,270

2,623,091

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Rio Tinto plc published this content on 05 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 May 2022 06:13:21 UTC.


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