This appendix is not available as an online form

Please fill in and submit as a PDF announcement

+Rule 3.10.3A, 3.10.3B, 3.10.3C

Appendix 3G

Notification of issue, conversion or payment up of equity

+securities

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

If you are an entity incorporated outside Australia and you are issuing a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 - Entity and announcement details

Question

Question

Answer

no

1.1

*Name of entity

Rio Tinto Limited

We (the entity here named) give notice of the issue,

conversion or payment up of the following unquoted

+securities.

1.2

*Registration type and number

96 004 458 404

Please supply your ABN, ARSN, ARBN, ACN or

another registration type and number (if you supply

another registration type, please specify both the type

of registration and the registration number).

1.3

*ASX issuer code

RIO

1.4

*This announcement is

A new announcement

Tick whichever is applicable.

An update/amendment to a previous

announcement

A cancellation of a previous

announcement

1.5

*Date of this announcement

15 September 2020

+ See chapter 19 for defined terms

Page 1

31 January 2020

This appendix is not available as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

Part 2 - Type of issue

Question

Question

Answer

No.

2.1

*The +securities the subject of this

+Securities issued as a result of options

notification are:

being exercised or other +convertible

Select whichever item is applicable.

+securities being converted and that are

If you wish to notify ASX of different types of issues of

not to be quoted on ASX

securities, please complete a separate Appendix 3G

Partly paid +securities that have been

for each type of issue.

fully paid up and that are not to be

quoted on ASX

+Securities issued under an +employee

incentive scheme that are not being

immediately quoted on ASX

Other [please specify]

If you have selected 'other' please provide the

circumstances of the issue here:

2.2a.1

Please state the number and type of

10,402 Rights to Rio Tinto Limited ordinary

+securities (including their ASX security

shares (Shares) granted by way of

code) issued under an +employee

Management Share Awards under the Rio

incentive scheme that are not being

Tinto Limited Equity Incentive Plan (EIP).

immediately quoted on ASX

Answer this question if your response to Q2.1 is

"securities issued under an employee incentive

scheme that are not being immediately quoted on

ASX".

2.2c.2

*Please attach a document or provide

Rio Tinto Limited EIP rules attached.

details of a URL link for a document lodged

with ASX detailing the terms of the

+employee incentive scheme or a

summary of the terms.

Answer this question if your response to Q2.1 is

"securities issued under an employee incentive

scheme that are not being immediately quoted on

ASX".

2.2c.3

*Are any of these +securities being issued

No

to +key management personnel (KMP) or

an +associate

Answer this question if your response to Q2.1 is

"securities issued under an employee incentive

scheme that are not being immediately quoted on

ASX".

2.3

*The +securities being issued are:

Additional +securities in an existing

Tick whichever is applicable

unquoted class that is already recorded

by ASX ("existing class")

New +securities in an unquoted class

that is not yet recorded by ASX ("new

class")

+ See chapter 19 for defined terms

Page 2

31 January 2020

This appendix is not available as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

Part 3A - number and type of +securitiesbeing issued (existing class)

Answer the questions in this part if your response to Q2.3 is "existing class".

Question

Question

Answer

No.

3A.1

*ASX security code & description

RIOAL

3A.2

*Number of +securities being issued

10,402 Rights to Shares granted by way of

Management Share Awards under the EIP.

3A.3a

*Will the +securities being issued rank

Yes

equally in all respects from their issue date

with the existing issued +securities in that

class?

Part 4 - Issue details

Question

Question

Answer

No.

4.1

*Have the +securities been issued yet?

Yes

4.1a

*What was their date of issue?

8 September 2020

Answer this question if your response to Q4.1 is

"Yes".

4.2

*Are the +securities being issued for a

No

cash consideration?

If the securities are being issued for nil cash

consideration, answer this question "No".

4.2c

Please describe the consideration being

Nil consideration under the EIP Rules.

provided for the +securities

Answer this question if your response to Q4.2 is "No".

+ See chapter 19 for defined terms

Page 3

31 January 2020

This appendix is not available as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

Part 5 - Unquoted +securities on issue

Following the issue of the +securities the subject of this application, the unquoted issued +securities of the entity will comprise:

Note: the figures provided in the table in section 5.1 below are used to calculate part of the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the table each class of unquoted securities issued by the entity.

Restricted securities should be included in table 5.1.

5.1

*ASX security code and description

*Total number of +securities on issue

Matching Share Rights granted under myShare

853,6991

Rights to Shares granted by way of Bonus

128,146

Deferral Awards under the Rio Tinto Limited

Equity Incentive Plan (EIP)

Rights to Shares granted under the Rio Tinto

1,509,515

Limited Performance Share Plan, or by way of

Performance Share Awards under the EIP

Rights to Shares granted under the Rio Tinto

1,236,6952

Limited Management Share Plan, or by way of

Management Share Awards under the EIP

Special Voting Share3

1

DLC Dividend Share4

1

  1. This includes an adjustment of -87,370, Matching Share Rights to the total number of Matching Share Rights disclosed in the Appendix 3G submitted on 24 July 2020, as a result of lapses of rights, vesting of rights, and adjustments to the number of rights upon vesting for the value of dividends which would have accrued on the unvested entitlements had they been fully vested on the award date. All vestings are satisfied by way of on-market purchases.
  2. This includes an adjustment of -30,880 Rights to Shares to the total number of Rights to Share disclosed in the Appendix 3G submitted on 24 July 2020, as a result of lapses of rights, vesting of rights, and adjustments to the number of rights upon vesting for the value of dividends which would have accrued on the unvested entitlements had they been fully vested on the award date. All vestings are satisfied by way of on-market purchases.
  3. The 'Special Voting Share' was issued to facilitate the joint voting by shareholders of Rio Tinto Limited and Rio Tinto plc on Joint Decisions following the Dual Listed Company (DLC) merger.
  4. The 'DLC Dividend Share' was issued to facilitate the efficient management of funds within the DLC structure.

+ See chapter 19 for defined terms

Page 4

31 January 2020

This appendix is not available as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

Part 6 - Other Listing Rule requirements

The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not need to complete this Part) and:

  • your response to Q2.1 is "+securities issued under an +employee incentive scheme that are not being immediately quoted on ASX"; or
  • your response to Q2.1 is "Other"

Question

Question

Answer

No.

6.1

*Are the securities being issued under

Yes

Listing Rule 7.2 exception 131 and therefore

the issue does not need any security holder

approval under Listing Rule 7.1?

Answer this question if your response to Q2.1 is

"securities issued under an employee incentive

scheme that are not being immediately quoted on

ASX".

1 Exception 13 An issue of securities under an employee incentive scheme if within 3 years before the issue date:

  1. in the case of a scheme established before the entity was listed - a summary of the terms of the scheme and the maximum number of equity securities proposed to be issued under the scheme were set out in the prospectus, PDS or information memorandum lodged with ASX under rule 1.1 condition 3; or
  2. the holders of the entity's ordinary securities have approved the issue of equity securities under the scheme as an exception to this rule. The notice of meeting must have included:
    • a summary of the terms of the scheme.
    • the number of securities issued under the scheme since the entity was listed or the date of the last approval under this rule;
    • the maximum number of +equity securities proposed to be issued under the scheme following the approval; and
    • a voting exclusion statement.

Exception 13 is only available if and to the extent that the number of +equity securities issued under the scheme does not exceed the maximum number set out in the entity's prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

Exception 13 ceases to be available if there is a material change to the terms of the scheme from those set out in the entity's prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

+ See chapter 19 for defined terms

Page 5

31 January 2020

Attachments

  • Original document
  • Permalink

Disclaimer

Rio Tinto plc published this content on 15 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 September 2020 07:54:10 UTC