TIDMRIO

RNS Number : 7874X

Rio Tinto PLC

06 May 2021

6 May 2021

Results of Rio Tinto annual general meetings

The annual general meetings of Rio Tinto plc and Rio Tinto Limited were held on 9 April 2021 and 6 May 2021 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 in table 1 below, contained in the notices of meeting for each of Rio Tinto plc and Rio Tinto Limited, fall into this category.

Resolutions 18 to 22 of the Rio Tinto plc notice of meeting, in table 2 below, were put to Rio Tinto plc shareholders only. Resolutions 18 to 20 of the Rio Tinto Limited notice of meeting, in table 3 below, were put to Rio Tinto Limited shareholders only.

All resolutions were carried, with the exception of resolution 3 (Approval of the Directors' Remuneration Report: Implementation Report), and resolution 4 (Approval of the Directors' Remuneration Report) put to shareholders of both Rio Tinto plc and Rio Tinto Limited as joint electorate matters, each being an advisory resolution under UK law and Australian law respectively. In accordance with the Australian Corporations Act 2001 and the UK Corporate Governance Code, we have provided further disclosure below in relation to those resolutions which did not meet the required voting thresholds.

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, with the exception of advisory resolutions 3 and 4. The results of the polls were as follows:

 
         Resolution            Total Votes Cast            For                  Against          Withheld/ Abstained 
                                                                                                         (1) 
                                                     Number         %       Number        % 
----  ----------------------  -----------------  --------------          ------------  ------  ----------------------- 
       Receipt of the 2020 
 1.    Annual report              1,173,466,883   1,126,580,367   96.00    46,886,516    4.00                6,974,487 
----  ----------------------  -----------------  --------------  ------  ------------  ------  ----------------------- 
       Approval of the 
 2.    Remuneration Policy        1,158,135,440   1,121,067,623   96.80    37,067,817    3.20               22,272,424 
----  ----------------------  -----------------  --------------  ------  ------------  ------  ----------------------- 
       Approval of the 
       Directors' 
       Remuneration Report: 
 3.    Implementation Report      1,163,952,299     446,624,854   38.37   717,327,445   61.63               16,456,963 
----  ----------------------  -----------------  --------------  ------  ------------  ------  ----------------------- 
 4.    Approval of the            1,164,187,696     455,898,180   39.16   708,289,516   60.84               16,222,350 
       Directors' 
       Remuneration Report 
----  ----------------------  -----------------  --------------  ------  ------------  ------  ----------------------- 
 5.    To re-elect Megan          1,177,791,639     865,953,272   73.52   311,838,367   26.48                2,635,921 
       Clark AC as a 
       director 
----  ----------------------  -----------------  --------------  ------  ------------  ------  ----------------------- 
       To re-elect Hinda 
 6.    Gharbi as a director       1,178,067,475   1,174,515,729   99.70     3,551,746    0.30                2,363,296 
----  ----------------------  -----------------  --------------  ------  ------------  ------  ----------------------- 
       To re-elect Simon 
 7.    Henry as a director        1,178,078,758   1,165,598,790   98.94    12,479,968    1.06                2,353,178 
----  ----------------------  -----------------  --------------  ------  ------------  ------  ----------------------- 
       To re-elect Sam 
 8.    Laidlaw as a director      1,178,126,443   1,120,774,783   95.13    57,351,660    4.87                2,307,417 
----  ----------------------  -----------------  --------------  ------  ------------  ------  ----------------------- 
 9.    To re-elect Simon          1,177,999,801   1,164,748,332   98.88    13,251,469    1.12                2,434,060 
       McKeon AO as a 
       director 
----  ----------------------  -----------------  --------------  ------  ------------  ------  ----------------------- 
 10.   To re-elect Jennifer       1,178,068,310   1,173,185,436   99.59     4,882,874    0.41                2,364,926 
       Nason as a director 
----  ----------------------  -----------------  --------------  ------  ------------  ------  ----------------------- 
 11.   To re-elect Jakob          1,178,047,618   1,176,384,596   99.86     1,663,022    0.14                2,386,243 
       Stausholm as a 
       director 
----  ----------------------  -----------------  --------------  ------  ------------  ------  ----------------------- 
 12.   To re-elect Simon          1,175,569,160   1,112,668,380   94.65    62,900,780    5.35                4,864,573 
       Thompson as a 
       director 
----  ----------------------  -----------------  --------------  ------  ------------  ------  ----------------------- 
 13.   To re-elect Ngaire         1,177,845,702   1,175,621,391   99.81     2,224,311    0.19                2,588,159 
       Woods CBE as a 
       director 
----  ----------------------  -----------------  --------------  ------  ------------  ------  ----------------------- 
       Re- appointment of 
 14.   auditors                   1,178,034,068   1,169,317,537   99.26     8,716,531    0.74                2,406,983 
----  ----------------------  -----------------  --------------  ------  ------------  ------  ----------------------- 
       Remuneration of 
 15.   auditors                   1,177,895,236   1,176,943,510   99.92       951,726    0.08                2,536,130 
----  ----------------------  -----------------  --------------  ------  ------------  ------  ----------------------- 
       Authority to make 
 16.   political donations        1,174,062,280   1,162,581,754   99.02    11,480,526    0.98                6,355,115 
----  ----------------------  -----------------  --------------  ------  ------------  ------  ----------------------- 
 17.   Renewal of and             1,174,016,715   1,171,810,454   99.81     2,206,261    0.19                6,422,616 
       amendment to the Rio 
       Tinto Global Employee 
       Share Plan 
----  ----------------------  -----------------  --------------  ------  ------------  ------  ----------------------- 
 
   (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. 
 

Remuneration Report (resolutions 3 and 4)

The advisory resolutions to approve the Remuneration Report (resolutions 3 and 4) were not passed as ordinary resolutions.

As more than 25% of the votes cast were against resolution 4, this constitutes a "first strike" for the purposes of section 250U of the Australian Corporations Act 2001.

The Board acknowledges that the executive pay outcomes in relation to the tragic events at Juukan Gorge are sensitive and contentious issues. The Board understands the voting outcome in relation to the 2020 Remuneration Report was a response to the extent of the malus adjustment applied to unvested LTIP awards of the former Chief Executive, Chief Executive Iron Ore and Group Executive Corporate Relations.

Since the company announced the findings of the Board Review of cultural heritage management in August 2020, the Board has engaged extensively with shareholders and proxy advisors to explain the rationale for the decisions reached on executive pay and to listen to feedback.

The Remuneration Committee has already reflected that feedback in formulating the new Remuneration Policy, which received strong support from shareholders at the AGMs (96.80% FOR). The new Remuneration Policy strengthens the Board's ability to exercise discretion through the revised malus provisions in relation to events having a major adverse impact on the Group's social license to operate or reputation. In addition, the new Policy introduces ESG metrics, including in relation to communities and heritage management, into the STIP.

During the course of 2021, the Remuneration Committee will engage further with shareholders in response to the 2020 Remuneration Report vote. The Committee will take time to reflect further on the feedback already received and on any new input obtained from this subsequent engagement, in particular as it considers the implementation of the new Remuneration Policy.

The Remuneration Committee will outline any additional measures that it proposes to take in response to this feedback ahead of next year's AGMs.

Re-election of Dr Megan Clark AC (resolution 5)

The re-election of Dr Megan Clark AC as a director was passed as an ordinary resolution, with 73.52% votes in favour of her appointment.

Rio Tinto acknowledges that the reduced vote for Dr Clark's re-election compared to previous years reflects the fact that, as Chair of the Sustainability Committee at the time that the rock shelters at Juukan Gorge were destroyed, Dr Clark shares accountability for the failings in the areas of communities and social performance that led to those events occurring.

In light of the support provided by almost 75% of shareholders, Dr Clark and the Board have carefully weighed the need for accountability for the events at Juukan Gorge against the significant contribution, experience and continuity that Dr Clark brings to the Board and the Group's relationship with Traditional Owners, and concluded that she should remain on the Board in order to provide stability at this important time for Rio Tinto.

The Board notes that, in March 2021, Simon Thompson announced that, as Chairman of the Board, he accepted ultimate accountability for the failings which led to the tragic events at Juukan Gorge, and that he would therefore not seek re-election at the 2022 AGMs.

Following Mr Thompson's departure and the previously announced resignations of Michael L'Estrange and David Constable, Dr Clark will be the most experienced Non-Executive Director on the Board and the only Board member with mining industry experience.

As Chair of the Sustainability Committee, Dr Clark is leading the Board's oversight of the implementation of the Board Review recommendations into cultural heritage management.

Importantly, Dr Clark is playing an active and important role on behalf of the Board in engaging with the Traditional Owners of the lands where the company operates in Western Australia, including attending engagements with stakeholders. As an Australian resident, Dr Clark is committed to attending several such meetings with Traditional Owners during 2021. As such, she is playing a key role for Rio Tinto in rebuilding trust and in ensuring that communities have a clear channel to escalate any concerns on the ground directly to the Board.

In view of the reduced vote, the Board will continue to consult with shareholders and will consider their feedback as it continues to oversee the implementation of the Group's priorities in social performance and cultural heritage management.

Table 2

The following resolutions were put to Rio Tinto plc shareholders only and carried at the Rio Tinto plc meeting held on 9 April 2021. Resolutions 18 and 19 were carried as an ordinary resolutions and resolutions 20 to 22 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 https://data.fca.org.uk/#/nsm/nationalstoragemechanism . The results of the polls were as follows:

 
            Resolution              Total Votes Cast           For                 Against         Withheld/ Abstained 
                                                         Number        %       Number        % 
----  ---------------------------  -----------------  ------------          ------------  ------  -------------------- 
       Renewal of and amendment 
       to the Rio Tinto UK Share 
 18.   Plan                              961,465,286   958,961,532   99.74     2,503,754    0.26             1,824,362 
----  ---------------------------  -----------------  ------------  ------  ------------  ------  -------------------- 
       General authority to allot 
 19.   shares                            961,527,725   942,842,741   98.06    18,684,984    1.94             1,746,184 
----  ---------------------------  -----------------  ------------  ------  ------------  ------  -------------------- 
       Disapplication of 
 20.   pre-emption rights                961,076,903   958,441,387   99.73     2,635,516    0.27             2,210,031 
----  ---------------------------  -----------------  ------------  ------  ------------  ------  -------------------- 
 21.   Authority to purchase Rio         961,450,099   766,908,987   79.77   194,541,112   20.23             1,839,548 
       Tinto plc shares 
----  ---------------------------  -----------------  ------------  ------  ------------  ------  -------------------- 
 22.   Notice period for general         961,581,840   907,313,113   94.36    54,268,727    5.64             1,704,804 
       meetings other than annual 
       general meetings 
----  ---------------------------  -----------------  ------------  ------  ------------  ------  -------------------- 
 

Authority to purchase Rio Tinto plc shares (resolution 21)

Resolution 21 '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 21. 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 3

Resolutions 18 to 20 below were put to Rio Tinto Limited shareholders only. Resolution 18 was carried as a special resolution and resolutions 19 and 20 as ordinary resolutions. The results of the polls were as follows:

 
                  Resolution                    Total Votes Cast           For               Against        Withheld / 
                                                                                                             Abstained 
                                                                     Number        %      Number      % 
-----  --------------------------------------  -----------------  ------------          ----------  -----  ----------- 
        Renewal of off-market and on-market 
 18.     share buy-back authorities                  216,147,160   211,750,494   97.97   4,396,666   2.03    1,004,867 
-----  --------------------------------------  -----------------  ------------  ------  ----------  -----  ----------- 
 19.    Requisitioned resolution on emissions        216,068,911   213,945,619   99.02   2,123,292   0.98    1,084,348 
         targets 
-----  --------------------------------------  -----------------  ------------  ------  ----------  -----  ----------- 
 20.    Requisitioned resolution on                  216,146,945   214,081,563   99.04   2,065,382   0.96    1,006,314 
         climate-related lobbying 
-----  --------------------------------------  -----------------  ------------  ------  ----------  -----  ----------- 
 

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                Jonathan Rose 
 M +44 7920 503 600          M +61 447 028 913 
 
 David Outhwaite             Matt Chambers 
 M +44 7787 597 493          M +61 433 525 739 
 
 Media Relations, Americas   Jesse Riseborough 
 Matthew Klar                M +61 436 653 412 
 T +1 514 608 4429 
                             Investor Relations, Australia 
 Investor Relations, UK      Natalie Worley 
 Menno Sanderse              M +61 409 210 462 
 M: +44 7825 195 178 
                             Amar Jambaa 
 David Ovington              M +61 472 865 948 
 M +44 7920 010 978 
 
 Clare Peever 
 M +44 7788 967 877 
Rio Tinto plc               Rio Tinto Limited 
 6 St James's Square         Level 7, 360 Collins Street 
 London SW1Y 4AD             Melbourne 3000 
 United Kingdom              Australia 
 
 T +44 20 7781 2000          T +61 3 9283 3333 
 Registered in England       Registered in Australia 
 No. 719885                  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 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 2020 Annual report 
----------------------------------------------------------------------------------  --------------  ------------------ 
 Total number of proxy votes exercisable by all proxies validly appointed:             955,224,845         212,107,477 
                                                                                    --------------  ------------------ 
 Total number of proxy votes in respect of which the appointments specified that 
 the proxy: 
                                                                                    --------------  ------------------ 
 (i) was to vote for the resolution                                                    909,815,631         208,186,670 
                                                                                    --------------  ------------------ 
 (ii) was to vote against the resolution                                                45,057,908           1,824,283 
                                                                                    --------------  ------------------ 
 (iii) was to abstain on the resolution                                                  1,812,411           4,896,797 
                                                                                    --------------  ------------------ 
 (iv) may vote at the proxy's discretion                                                   351,306           2,096,524 
                                                                                    --------------  ------------------ 
 2. Approval of the Remuneration Policy 
----------------------------------------------------------------------------------  --------------  ------------------ 
 Total number of proxy votes exercisable by all proxies validly appointed:             936,615,754         215,407,029 
                                                                                    --------------  ------------------ 
 Total number of proxy votes in respect of which the appointments specified that 
 the proxy: 
                                                                                    --------------  ------------------ 
 (i) was to vote for the resolution                                                    910,916,192         202,494,685 
                                                                                    --------------  ------------------ 
 (ii) was to vote against the resolution                                                25,350,577          11,076,536 
                                                                                    --------------  ------------------ 
 (iii) was to abstain on the resolution                                                 20,418,089           1,583,523 
                                                                                    --------------  ------------------ 
 (iv) may vote at the proxy's discretion                                                   348,985           1,835,808 
                                                                                    --------------  ------------------ 
 3. Approval of the Directors' Remuneration Report: Implementation Report 
----------------------------------------------------------------------------------  --------------  ------------------ 
 Total number of proxy votes exercisable by all proxies validly appointed:             943,878,796         214,254,562 
                                                                                    --------------  ------------------ 
 Total number of proxy votes in respect of which the appointments specified that 
 the proxy: 
                                                                                    --------------  ------------------ 
 (i) was to vote for the resolution                                                    419,933,487          24,691,372 
                                                                                    --------------  ------------------ 
 (ii) was to vote against the resolution                                               523,590,417         187,726,356 
                                                                                    --------------  ------------------ 
 (iii) was to abstain on the resolution                                                 13,156,444           2,735,990 
                                                                                    --------------  ------------------ 
 (iv) may vote at the proxy's discretion                                                   354,892           1,836,834 
                                                                                    --------------  ------------------ 
 4. Approval of the Directors' Remuneration Report 
----------------------------------------------------------------------------------  --------------  ------------------ 
 Total number of proxy votes exercisable by all proxies validly appointed:             943,804,433         214,271,146 
                                                                                    --------------  ------------------ 
 Total number of proxy votes in respect of which the appointments specified that 
 the proxy: 
                                                                                    --------------  ------------------ 
 (i) was to vote for the resolution                                                    419,946,054          33,392,104 
                                                                                    --------------  ------------------ 
 (ii) was to vote against the resolution                                               523,506,015         179,036,390 
                                                                                    --------------  ------------------ 
 (iii) was to abstain on the resolution                                                 13,231,792           2,719,206 
                                                                                    --------------  ------------------ 
 (iv) may vote at the proxy's discretion                                                   352,364           1,842,652 
                                                                                    --------------  ------------------ 
 5. To re-elect Megan Clark AC as a director 
----------------------------------------------------------------------------------  --------------  ------------------ 
 Total number of proxy votes exercisable by all proxies validly appointed:             954,718,288         216,683,245 
                                                                                    --------------  ------------------ 
 Total number of proxy votes in respect of which the appointments specified that 
 the proxy: 
                                                                                    --------------  ------------------ 
 (i) was to vote for the resolution                                                    719,486,279         140,004,657 
                                                                                    --------------  ------------------ 
 (ii) was to vote against the resolution                                               234,854,574          74,797,562 
                                                                                    --------------  ------------------ 
 (iii) was to abstain on the resolution                                                  2,315,155             320,017 
                                                                                    --------------  ------------------ 
 (iv) may vote at the proxy's discretion                                                   377,435           1,881,026 
                                                                                    --------------  ------------------ 
 6. To re-elect Hinda Gharbi as a director 
----------------------------------------------------------------------------------  --------------  ------------------ 
 Total number of proxy votes exercisable by all proxies validly appointed:             955,284,259         216,658,423 
                                                                                    --------------  ------------------ 
 Total number of proxy votes in respect of which the appointments specified that 
 the proxy: 
                                                                                    --------------  ------------------ 
 (i) was to vote for the resolution                                                    953,606,092         213,109,115 
                                                                                    --------------  ------------------ 
 (ii) was to vote against the resolution                                                 1,303,348           1,675,842 
                                                                                    --------------  ------------------ 
 (iii) was to abstain on the resolution                                                  1,752,547             344,686 
                                                                                    --------------  ------------------ 
 (iv) may vote at the proxy's discretion                                                   374,819           1,873,466 
                                                                                    --------------  ------------------ 
 7. To re-elect Simon Henry as a director 
----------------------------------------------------------------------------------  --------------  ------------------ 
 Total number of proxy votes exercisable by all proxies validly appointed:             955,292,818         216,661,347 
                                                                                    --------------  ------------------ 
 Total number of proxy votes in respect of which the appointments specified that 
 the proxy: 
                                                                                    --------------  ------------------ 
 (i) was to vote for the resolution                                                    948,253,601         208,978,154 
                                                                                    --------------  ------------------ 
 (ii) was to vote against the resolution                                                 6,663,999           5,803,893 
                                                                                    --------------  ------------------ 
 (iii) was to abstain on the resolution                                                  1,743,988             342,927 
                                                                                    --------------  ------------------ 
 (iv) may vote at the proxy's discretion                                                   375,218           1,879,300 
                                                                                    --------------  ------------------ 
 8. To re-elect Sam Laidlaw as a director 
----------------------------------------------------------------------------------  --------------  ------------------ 
 Total number of proxy votes exercisable by all proxies validly appointed:             955,070,078         216,666,459 
                                                                                    --------------  ------------------ 
 Total number of proxy votes in respect of which the appointments specified that 
 the proxy: 
                                                                                    --------------  ------------------ 
 (i) was to vote for the resolution                                                    908,679,716         205,214,182 
                                                                                    --------------  ------------------ 
 (ii) was to vote against the resolution                                                46,015,204           9,548,680 
                                                                                    --------------  ------------------ 
 (iii) was to abstain on the resolution                                                  1,968,653             337,815 
                                                                                    --------------  ------------------ 
 (iv) may vote at the proxy's discretion                                                   375,158           1,903,597 
                                                                                    --------------  ------------------ 
 9. To re-elect Simon McKeon AO as a director 
----------------------------------------------------------------------------------  --------------  ------------------ 
 Total number of proxy votes exercisable by all proxies validly appointed:             955,226,551         216,649,422 
                                                                                    --------------  ------------------ 
 Total number of proxy votes in respect of which the appointments specified that 
 the proxy: 
                                                                                    --------------  ------------------ 
 (i) was to vote for the resolution                                                    948,418,832         209,362,004 
                                                                                    --------------  ------------------ 
 (ii) was to vote against the resolution                                                 6,428,153           5,395,533 
                                                                                    --------------  ------------------ 
 (iii) was to abstain on the resolution                                                  1,812,180             354,852 
                                                                                    --------------  ------------------ 
 (iv) may vote at the proxy's discretion                                                   379,566           1,891,885 
                                                                                    --------------  ------------------ 
 10. To re-elect Jennifer Nason as a director 
----------------------------------------------------------------------------------  --------------  ------------------ 
 Total number of proxy votes exercisable by all proxies validly appointed:             955,276,454         216,667,063 
                                                                                    --------------  ------------------ 
 Total number of proxy votes in respect of which the appointments specified that 
 the proxy: 
                                                                                    --------------  ------------------ 
 (i) was to vote for the resolution                                                    952,067,841         212,747,582 
                                                                                    --------------  ------------------ 
 (ii) was to vote against the resolution                                                 2,829,718           2,038,074 
                                                                                    --------------  ------------------ 
 (iii) was to abstain on the resolution                                                  1,762,260             336,603 
                                                                                    --------------  ------------------ 
 (iv) may vote at the proxy's discretion                                                   378,895           1,881,407 
                                                                                    --------------  ------------------ 
 11. To re-elect Jakob Stausholm as a director 
----------------------------------------------------------------------------------  --------------  ------------------ 
 Total number of proxy votes exercisable by all proxies validly appointed:             955,276,894         216,646,096 
                                                                                    --------------  ------------------ 
 Total number of proxy votes in respect of which the appointments specified that 
 the proxy: 
                                                                                    --------------  ------------------ 
 (i) was to vote for the resolution                                                    954,529,595         213,453,360 
                                                                                    --------------  ------------------ 
 (ii) was to vote against the resolution                                                   360,543           1,300,174 
                                                                                    --------------  ------------------ 
 (iii) was to abstain on the resolution                                                  1,761,837             358,178 
                                                                                    --------------  ------------------ 
 (iv) may vote at the proxy's discretion                                                   386,756           1,892,562 
                                                                                    --------------  ------------------ 
 12. To re-elect Simon Thompson as a director 
----------------------------------------------------------------------------------  --------------  ------------------ 
 Total number of proxy votes exercisable by all proxies validly appointed:             955,162,141         214,282,895 
                                                                                    --------------  ------------------ 
 Total number of proxy votes in respect of which the appointments specified that 
 the proxy: 
                                                                                    --------------  ------------------ 
 (i) was to vote for the resolution                                                    914,725,555         189,648,205 
                                                                                    --------------  ------------------ 
 (ii) was to vote against the resolution                                                40,054,033          22,746,345 
                                                                                    --------------  ------------------ 
 (iii) was to abstain on the resolution                                                  1,876,463           2,721,379 
                                                                                    --------------  ------------------ 
 (iv) may vote at the proxy's discretion                                                   382,553           1,888,345 
                                                                                    --------------  ------------------ 
 13. To re-elect Ngaire Woods CBE as a director 
----------------------------------------------------------------------------------  --------------  ------------------ 
 Total number of proxy votes exercisable by all proxies validly appointed:             955,293,116         216,427,793 
                                                                                    --------------  ------------------ 
 Total number of proxy votes in respect of which the appointments specified that 
 the proxy: 
                                                                                    --------------  ------------------ 
 (i) was to vote for the resolution                                                    954,054,016         212,981,312 
                                                                                    --------------  ------------------ 
 (ii) was to vote against the resolution                                                   859,677           1,349,552 
                                                                                    --------------  ------------------ 
 (iii) was to abstain on the resolution                                                  1,745,615             576,481 
                                                                                    --------------  ------------------ 
 (iv) may vote at the proxy's discretion                                                   379,423           2,096,929 
                                                                                    --------------  ------------------ 
 14. Re- appointment of auditors 
----------------------------------------------------------------------------------  --------------  ------------------ 
 Total number of proxy votes exercisable by all proxies validly appointed:             955,198,122         216,702,176 
                                                                                    --------------  ------------------ 
 Total number of proxy votes in respect of which the appointments specified that 
 the proxy: 
                                                                                    --------------  ------------------ 
 (i) was to vote for the resolution                                                    946,466,947         214,272,699 
                                                                                    --------------  ------------------ 
 (ii) was to vote against the resolution                                                 8,374,934             341,185 
                                                                                    --------------  ------------------ 
 (iii) was to abstain on the resolution                                                  1,839,341             301,572 
                                                                                    --------------  ------------------ 
 (iv) may vote at the proxy's discretion                                                   356,241           2,088,292 
                                                                                    --------------  ------------------ 
 15. Remuneration of auditors 
----------------------------------------------------------------------------------  --------------  ------------------ 
 Total number of proxy votes exercisable by all proxies validly appointed:             955,091,857         216,672,700 
                                                                                    --------------  ------------------ 
 Total number of proxy votes in respect of which the appointments specified that 
 the proxy: 
                                                                                    --------------  ------------------ 
 (i) was to vote for the resolution                                                    954,325,034         214,041,848 
                                                                                    --------------  ------------------ 
 (ii) was to vote against the resolution                                                   407,985             541,898 
                                                                                    --------------  ------------------ 
 (iii) was to abstain on the resolution                                                  1,937,648             330,541 
                                                                                    --------------  ------------------ 
 (iv) may vote at the proxy's discretion                                                   358,838           2,088,954 
                                                                                    --------------  ------------------ 
 16. Authority to make political donations 
----------------------------------------------------------------------------------  --------------  ------------------ 
 Total number of proxy votes exercisable by all proxies validly appointed:             954,889,216         216,692,128 
                                                                                    --------------  ------------------ 
 Total number of proxy votes in respect of which the appointments specified that 
 the proxy: 
                                                                                    --------------  ------------------ 
 (i) was to vote for the resolution                                                    945,691,686         212,022,074 
                                                                                    --------------  ------------------ 
 (ii) was to vote against the resolution                                                 8,851,247           2,612,616 
                                                                                    --------------  ------------------ 
 (iii) was to abstain on the resolution                                                  2,132,998             303,272 
                                                                                    --------------  ------------------ 
 (iv) may vote at the proxy's discretion                                                   346,283           2,057,438 
                                                                                    --------------  ------------------ 
 17. Renewal of and amendment to the Rio Tinto Global Employee Share Plan 
----------------------------------------------------------------------------------  --------------  ------------------ 
 Total number of proxy votes exercisable by all proxies validly appointed:             951,692,092         216,215,332 
                                                                                    --------------  ------------------ 
 Total number of proxy votes in respect of which the appointments specified that 
 the proxy: 
                                                                                    --------------  ------------------ 
 (i) was to vote for the resolution                                                    950,029,348         213,237,319 
                                                                                    --------------  ------------------ 
 (ii) was to vote against the resolution                                                 1,308,686             899,004 
                                                                                    --------------  ------------------ 
 (iii) was to abstain on the resolution                                                  5,344,345             788,942 
                                                                                    --------------  ------------------ 
 (iv) may vote at the proxy's discretion                                                   354,058           2,079,009 
                                                                                    --------------  ------------------ 
 
 
 PROXY POSITION FOR RIO TINTO PLC ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 9 APRIL 2021    Rio Tinto plc 
 18. Renewal of and amendment to the Rio Tinto UK Share Plan 
-----------------------------------------------------------------------------------------------  -------------- 
 Total number of proxy votes exercisable by all proxies validly appointed:                          955,479,396 
                                                                                                 -------------- 
 Total number of proxy votes in respect of which the appointments specified that the proxy: 
                                                                                                 -------------- 
 (i) was to vote for the resolution                                                                 952,597,969 
                                                                                                 -------------- 
 (ii) was to vote against the resolution                                                              2,503,753 
                                                                                                 -------------- 
 (iii) was to abstain on the resolution                                                               1,559,385 
                                                                                                 -------------- 
 (iv) may vote at the proxy's discretion                                                                377,674 
                                                                                                 -------------- 
 19. General authority to allot shares 
-----------------------------------------------------------------------------------------------  -------------- 
 Total number of proxy votes exercisable by all proxies validly appointed:                          955,541,835 
                                                                                                 -------------- 
 Total number of proxy votes in respect of which the appointments specified that the proxy: 
                                                                                                 -------------- 
 (i) was to vote for the resolution                                                                 936,500,774 
                                                                                                 -------------- 
 (ii) was to vote against the resolution                                                             18,684,983 
                                                                                                 -------------- 
 (iii) was to abstain on the resolution                                                               1,481,207 
                                                                                                 -------------- 
 (iv) may vote at the proxy's discretion                                                                356,078 
                                                                                                 -------------- 
 20. Disapplication of pre-emption rights 
-----------------------------------------------------------------------------------------------  -------------- 
 Total number of proxy votes exercisable by all proxies validly appointed:                          955,092,089 
                                                                                                 -------------- 
 Total number of proxy votes in respect of which the appointments specified that the proxy: 
                                                                                                 -------------- 
 (i) was to vote for the resolution                                                                 952,095,035 
                                                                                                 -------------- 
 (ii) was to vote against the resolution                                                              2,635,248 
                                                                                                 -------------- 
 (iii) was to abstain on the resolution                                                               1,943,978 
                                                                                                 -------------- 
 (iv) may vote at the proxy's discretion                                                                361,806 
                                                                                                 -------------- 
 
 
 21. Authority to purchase Rio Tinto plc shares 
-----------------------------------------------------------------------------------------------  -------------- 
 Total number of proxy votes exercisable by all proxies validly appointed:                          955,464,210 
                                                                                                 -------------- 
 Total number of proxy votes in respect of which the appointments specified that the proxy: 
                                                                                                 -------------- 
 (i) was to vote for the resolution                                                                 760,637,175 
                                                                                                 -------------- 
 (ii) was to vote against the resolution                                                            194,474,866 
                                                                                                 -------------- 
 (iii) was to abstain on the resolution                                                               1,574,571 
                                                                                                 -------------- 
 (iv) may vote at the proxy's discretion                                                                352,169 
                                                                                                 -------------- 
 22. Notice period for general meetings other than annual general meetings 
-----------------------------------------------------------------------------------------------  -------------- 
 Total number of proxy votes exercisable by all proxies validly appointed:                          955,595,951 
                                                                                                 -------------- 
 Total number of proxy votes in respect of which the appointments specified that the proxy: 
                                                                                                 -------------- 
 (i) was to vote for the resolution                                                                 902,097,280 
                                                                                                 -------------- 
 (ii) was to vote against the resolution                                                             53,148,776 
                                                                                                 -------------- 
 (iii) was to abstain on the resolution                                                               1,439,827 
                                                                                                 -------------- 
 (iv) may vote at the proxy's discretion                                                                349,895 
                                                                                                 -------------- 
 
 
 PROXY POSITION FOR RIO TINTO LIMITED ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 6 MAY    Rio Tinto Limited 
  2021 
 18. Renewal of off-market and on-market share buy-back authorities 
--------------------------------------------------------------------------------------------  ------------------ 
 Total number of proxy votes exercisable by all proxies 
  validly appointed:                                                                                 216,004,605 
                                                                                              ------------------ 
 Total number of proxy votes in respect of which the 
  appointments specified that the proxy: 
                                                                                              ------------------ 
 (i) was to vote for the resolution                                                                  209,509,670 
                                                                                              ------------------ 
 (ii) was to vote against the resolution                                                               4,402,834 
                                                                                              ------------------ 
 (iii) was to abstain on the resolution                                                                  999,669 
                                                                                              ------------------ 
 (iv) may vote at the proxy's discretion                                                               2,092,101 
                                                                                              ------------------ 
 
 
 19. Requisitioned resolution on emissions targets 
--------------------------------------------------------------------------------------------  ------------------ 
 Total number of proxy votes exercisable by all proxies validly appointed:                           215,960,329 
                                                                                              ------------------ 
 Total number of proxy votes in respect of which the appointments specified that the proxy: 
                                                                                              ------------------ 
 (i) was to vote for the resolution                                                                  211,989,439 
                                                                                              ------------------ 
 (ii) was to vote against the resolution                                                               2,105,218 
                                                                                              ------------------ 
 (iii) was to abstain on the resolution                                                                1,043,945 
                                                                                              ------------------ 
 (iv) may vote at the proxy's discretion                                                               1,865,672 
                                                                                              ------------------ 
 20. Requisitioned resolution on climate-related lobbying 
--------------------------------------------------------------------------------------------  ------------------ 
 Total number of proxy votes exercisable by all proxies validly appointed:                           216,038,363 
                                                                                              ------------------ 
 Total number of proxy votes in respect of which the appointments specified that the proxy: 
                                                                                              ------------------ 
 (i) was to vote for the resolution                                                                  212,133,724 
                                                                                              ------------------ 
 (ii) was to vote against the resolution                                                               2,047,645 
                                                                                              ------------------ 
 (iii) was to abstain on the resolution                                                                  965,911 
                                                                                              ------------------ 
 (iv) may vote at the proxy's discretion                                                               1,856,994 
                                                                                              ------------------ 
 

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