Rio Tinto : Appendix 3G

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	26 October 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	109,402 conditional rights (Matching Share
		+securities (including their ASX security	Rights) to Rio Tinto Limited ordinary shares
		code) issued under an +employee	(Shares) under the Rio Tinto Limited Global
		incentive scheme that are not being	Employee Share Plan (myShare).
		immediately quoted on ASX	(These Matching Share Rights were issued
		Answer this question if your response to Q2.1 is	simultaneously with the purchase of 109,402
		"securities issued under an employee incentive	Shares under myShare (Investment
		scheme that are not being immediately quoted on
		Shares).)
		ASX".
	2.2c.2	*Please attach a document or provide	myShare Plan 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	Yes
		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".

+ 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

	2.2c.3.a	*Provide details of the recipients and the number of +securities issued to each of them.
			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" and your response to Q2.2c.3 is "Yes". Repeat the detail in the table
			below for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of the
			KMP or insert "Same" in "Name of registered holder". If the securities are being issued to an associate of a KMP,
			insert the name of the associate in "Name of registered holder".
			Name of KMP	Name of registered holder	Number of +securities
			Ivan Vella	Computershare Trustees	-	12.5143 Matching
				(Jersey) Limited on behalf of		Share Rights under
				Mr Vella			myShare
						-	(These Matching
							Share Rights were
							issued
							simultaneously with
							the purchase of
							12.5143 Investment
							Shares under
							myShare.)
	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")

Part 3A - number and type of +securities being 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	109,402 Matching Share Rights under
		myShare
		- (These Matching Share Rights were
		issued simultaneously with the
		purchase of 109,402 Investment
		Shares under myShare.)
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?

+ 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 4 - Issue details

Question	Question	Answer
No.
4.1	*Have the +securities been issued yet?	Yes
4.1a	*What was their date of issue?	19 October 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 terms of
	provided for the +securities	myShare
	Answer this question if your response to Q4.2 is "No".

+ 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 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	897,7241
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	1,507,8732
Limited Performance Share Plan, or by way of
Performance Share Awards under the EIP
Rights to Shares granted under the Rio Tinto	1,234,5953
Limited Management Share Plan, or by way of
Management Share Awards under the EIP
Special Voting Share5	1
DLC Dividend Share6	1

1. This includes an adjustment of -65,377 Matching Share Rights to the total number of Matching Share Rights disclosed in the Appendix 3G submitted on 15 September 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 -1,642 Rights to Shares to the total number of Rights to Share disclosed in the Appendix 3G submitted on 15 September 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. This includes an adjustment of -2,100 Rights to Shares to the total number of Rights to Share disclosed in the Appendix 3G submitted on 15 September 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.
4. 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.
5. The 'DLC Dividend Share' was issued to facilitate the efficient management of funds within the DLC structure.

+ See chapter 19 for defined terms	Page 5
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	No
	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".
6.2	*Has the entity obtained, or is it obtaining,	No
	+security holder approval for the issue
	under listing rule 7.1?
	Answer this question if the response to Q6.1 is "No".
6.2b	*Are any of the +securities being issued	Yes
	without +security holder approval using the
	entity's 15% placement capacity under
	listing rule 7.1?
	Answer this question if the response to Q6.1 is "No"
	and the response to Q6.2 is "No".

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:
3. • 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 6
31 January 2020