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RNS Number : 0257H Rio Tinto PLC 01 May 2025
Notice to ASX/LSE
Results of Rio Tinto annual general meetings
1 May 2025
The annual general meetings of Rio Tinto plc and Rio Tinto Limited were held
on 3 April 2025 in London and 1 May 2025 in Perth respectively.
Under Rio Tinto's dual-listed companies (DLC) structure, decisions on
significant matters affecting shareholders of Rio Tinto plc and Rio Tinto
Limited in similar ways are proposed as Joint Decision Matters, and the poll
is voted on by shareholders of both companies as a joint electorate.
Resolutions 1 to 19 contained in the notices of meeting of each Rio Tinto plc
and Rio Tinto Limited fall into this category.
In addition, certain holders of Rio Tinto plc shares requisitioned a
resolution as a special resolution which the Board put forward as a Joint
Decision Matter as Resolution 24 at the Rio Tinto plc annual general meeting
and Resolution 21 at the Rio Tinto Limited annual general meeting. In summary,
this resolution (the Requisitioned Resolution) proposed that Rio Tinto
undertake an independent review on whether the dual-listed companies ("DLC")
structure should be unified.
The results of these resolutions proposed as Joint Decision Matters are set
out in table 1 below.
In addition to these Joint Decision matters:
· Resolutions 20 to 23 in the Rio Tinto plc notice of meeting were
put to Rio Tinto plc shareholders only. The results of these resolutions are
set out in table 2 below.
· Resolution 20 in the Rio Tinto Limited notice of meeting was put
to Rio Tinto Limited shareholders only. The result of this resolution is set
out in table 3 below.
All resolutions were carried, except for the Requisitioned Resolution, in
respect of which a significant majority of shares were voted against the
resolution, in line with the Board's recommendation. Further context on the
Requisitioned Resolution is set out below.
The Board has periodically reviewed the DLC structure many times since it was
established, and completed a further comprehensive review in 2024 with advice
from leading external experts.
The DLC structure delivers benefits in terms of capital markets access,
shareholder returns and efficient franking credits utilisation. Any
unification of the DLC structure under Rio Tinto Limited would give rise to
material issues, including expected tax costs in the mid-single digit billions
of US dollars, significant wastage of franking credits likely resulting in Rio
Tinto being unable to pay fully franked dividends in the longer term, and a
share price for a unified Rio Tinto that would likely trend towards the
weighted average of the Rio Tinto plc and Rio Tinto Limited share prices.
Rio Tinto consulted widely with shareholders of both Rio Tinto plc and Rio
Tinto Limited on the Requisitioned Resolution prior to the annual general
meetings and received significant support for the Board's conclusion that
unification of the DLC structure is not in the interests of shareholders and
Rio Tinto as a whole.
Rio Tinto also received feedback that shareholders want the Board to remain
focused on the execution of the Group's strategy and delivery of long-term,
sustainable value for shareholders, and that a further review of Rio Tinto's
corporate structure so soon after conclusion of the Board's previous
comprehensive review would be duplicative. Shareholders also expressed
concerns with aspects of the review required by the Requisitioned Resolution,
which would be a clear deviation from long established corporate governance
principles.
Consistent with this feedback, a significant majority of Rio Tinto shares,
representing 80.65% of votes cast, were voted against the Requisitioned
Resolution, in line with the Board's recommendation.
Rio Tinto recognises that shareholders representing 19.35% of votes cast chose
to support the Requisitioned Resolution.
Rio Tinto will continue to engage with our shareholders and will carefully
consider the feedback provided.
Table 1
The following Joint Decision Matter resolutions were put to the Rio Tinto plc
and Rio Tinto Limited shareholders by polls at the respective annual general
meetings. All resolutions save for the Requisitioned Resolution (listed as
Resolution 21/24) 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 2024 Annual Report 1,115,893,747 1,113,867,379 99.82 2,026,368 0.18 10,081,351
2. Approval of the Directors' Remuneration Report: Implementation Report 1,099,347,399 1,074,116,989 97.70 25,230,410 2.30 26,622,923
3. Approval of the Directors' Remuneration Report 1,099,713,996 1,071,056,748 97.39 28,657,248 2.61 26,246,816
4. To elect Sharon Thorne as a Director 1,122,530,759 1,115,790,068 99.40 6,740,691 0.60 3,442,000
5. To re-elect Dominic Barton BBM as a Director 1,121,184,547 1,075,101,867 95.89 46,082,680 4.11 4,790,942
6. To re-elect Peter Cunningham as a Director 1,119,200,039 1,106,579,234 98.87 12,620,805 1.13 6,775,592
7. To re-elect Dean Dalla Valle as a Director 1,121,205,084 1,070,534,038 95.48 50,671,046 4.52 4,770,697
8. To re-elect Simon Henry as a Director 1,122,663,812 1,098,042,067 97.81 24,621,745 2.19 3,338,957
9. To re-elect Susan Lloyd-Hurwitz as a Director 1,122,709,122 1,110,944,549 98.95 11,764,573 1.05 3,293,661
10. To re-elect Martina Merz as a Director 1,122,400,241 1,110,941,738 98.98 11,458,503 1.02 3,602,542
11. To re-elect Jennifer Nason as a Director 1,122,680,124 1,107,122,486 98.61 15,557,638 1.39 3,321,174
12. To re-elect Joc O'Rourke as a Director 1,122,660,828 1,111,450,890 99.00 11,209,938 1.00 3,341,437
13. To re-elect Jakob Stausholm as a Director 1,122,773,830 1,106,906,054 98.59 15,867,776 1.41 3,228,953
14. To re-elect Ngaire Woods CBE as a Director 1,122,528,749 1,097,200,003 97.74 25,328,746 2.26 3,474,035
15. To re-elect Ben Wyatt as a Director 1,118,933,309 1,098,349,394 98.16 20,583,915 1.84 7,069,223
16. Re-appointment of auditors 1,121,487,633 1,114,057,282 99.34 7,430,351 0.66 4,513,371
17. Remuneration of auditors 1,122,813,436 1,120,896,143 99.83 1,917,293 0.17 3,187,550
18. Authority to make political donations 1,116,257,914 1,103,324,510 98.84 12,933,404 1.16 9,726,612
19. 2025 Climate Action Plan 1,023,895,914 955,082,547 93.28 68,813,367 6.72 102,102,363
21/24(2) Shareholder requisitioned resolution 1,115,660,973 215,922,209 19.35 899,738,764 80.65 10,339,170
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.
(2) Resolution 21 in the Rio Tinto Limited notice of meeting is the
corresponding resolution of Resolution 24 in the Rio Tinto plc notice of
meeting.
Table 2
The following resolutions were put to Rio Tinto plc shareholders only and
carried at the Rio Tinto plc meeting held on 3 April 2025. Resolution 20 was
carried as an ordinary resolution and Resolutions 21 to 23 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
(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 %
20. General authority to allot shares 899,962,813 874,962,881 97.22 24,999,932 2.78 2,046,157
21. Disapplication of pre-emption rights 898,993,354 894,753,496 99.53 4,239,858 0.47 3,014,919
22. Authority to purchase Rio Tinto plc shares 900,115,072 711,804,446 79.08 188,310,626 20.92 1,894,892
23. Notice period for general meetings other than annual general meetings 900,114,767 867,091,016 96.33 33,023,751 3.67 1,895,195
Resolution 22 'Authority to purchase Rio Tinto plc shares' was passed 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 22. Chinalco has not sold any of its shares in Rio Tinto plc and
now has a holding of 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
Resolution 20 below was put to Rio Tinto Limited shareholders only. Resolution
20 was carried as an ordinary resolution. The results of the poll were as
follows:
Resolution Total Votes Cast For Against Withheld /
Abstained
Number % Number %
20. Renewal of on-market share buy-back authority 222,947,287 220,263,631 98.80 2,683,656 1.20 1,044,956
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. Information on
the final proxy positions for each meeting 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 riotinto.com/agm
(https://www.riotinto.com/agm) .
Contacts
Please direct all enquiries to media.enquiries@riotinto.com
Media Relations, Media Relations, Media Relations,
United Kingdom Australia Canada
Matthew Klar Matt Chambers Simon Letendre
M +44 7796 630 637 M +61 433 525 739 M +1 514 796 4973
David Outhwaite Michelle Lee Malika Cherry
M +44 7787 597 493 M +61 458 609 322 M +1 418 592 7293
Rachel Pupazzoni Vanessa Damha
M +61 438 875 469 M +1 514 715 2152
Media Relations,
US
Jesse Riseborough
M +1 202 394 9480
Investor Relations, Investor Relations,
United Kingdom Australia
Rachel Arellano Tom Gallop
M +44 7584 609 644
M +61 439 353 948
David Ovington
Amar Jambaa
M +44 7920 010 978
M +61 472 865 948
Laura Brooks
M +44 7826 942 797
Weiwei Hu
M +44 7825 907 230
Rio Tinto plc Rio Tinto Limited
6 St James's Square Level 43, 120 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 Andy Hodges, 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 1-19 and 24 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 positions 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) for the resolutions put to both Rio Tinto plc and Rio
Tinto Limited shareholders under the joint electoral procedure were 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 2024 Annual Report
Total number of proxy votes exercisable by all proxies validly appointed: 884,657,385 220,974,390
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 882,978,106 215,453,828
(ii) was to vote against the resolution 1,450,211 576,132
(iii) was to abstain on the resolution 7,134,169 2,944,487
(iv) may vote at the proxy's discretion 229,068 4,944,430
2. Approval of the Directors' Remuneration Report: Implementation Report
Total number of proxy votes exercisable by all proxies validly appointed: 867,580,785 221,576,023
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 848,584,639 210,708,353
(ii) was to vote against the resolution 18,785,950 5,943,119
(iii) was to abstain on the resolution 24,211,453 2,339,779
(iv) may vote at the proxy's discretion 210,196 4,924,551
3. Approval of the Directors' Remuneration Report
Total number of proxy votes exercisable by all proxies validly appointed: 867,612,084 221,911,821
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 845,496,024 210,682,802
(ii) was to vote against the resolution 21,893,390 6,265,043
(iii) was to abstain on the resolution 24,180,154 1,994,471
(iv) may vote at the proxy's discretion 222,670 4,963,976
4. To elect Sharon Thorne as a Director
Total number of proxy votes exercisable by all proxies validly appointed: 889,728,511 222,539,925
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 884,005,938 216,468,557
(ii) was to vote against the resolution 5,502,473 1,063,180
(iii) was to abstain on the resolution 2,062,855 1,376,827
(iv) may vote at the proxy's discretion 220,100 5,008,188
5. To re-elect Dominic Barton BBM as a Director
Total number of proxy votes exercisable by all proxies validly appointed: 888,374,335 222,547,887
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 845,705,829 214,106,054
(ii) was to vote against the resolution 42,448,648 3,413,920
(iii) was to abstain on the resolution 3,417,608 1,370,992
(iv) may vote at the proxy's discretion 219,858 5,027,913
6. To re-elect Peter Cunningham as a Director
Total number of proxy votes exercisable by all proxies validly appointed: 887,146,292 221,796,905
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 876,946,761 214,306,081
(ii) was to vote against the resolution 9,980,242 2,450,946
(iii) was to abstain on the resolution 4,645,795 2,121,972
(iv) may vote at the proxy's discretion 219,289 5,039,878
7. To re-elect Dean Dalla Valle as a Director
Total number of proxy votes exercisable by all proxies validly appointed: 888,402,548 222,545,694
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 844,989,766 210,115,234
(ii) was to vote against the resolution 43,183,224 7,300,599
(iii) was to abstain on the resolution 3,389,689 1,373,183
(iv) may vote at the proxy's discretion 229,558 5,129,861
8. To re-elect Simon Henry as a Director
Total number of proxy votes exercisable by all proxies validly appointed: 889,764,797 222,642,473
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 868,248,028 214,990,455
(ii) was to vote against the resolution 21,297,802 2,630,939
(iii) was to abstain on the resolution 2,054,427 1,276,405
(iv) may vote at the proxy's discretion 218,967 5,021,079
9. To re-elect Susan Lloyd-Hurwitz as a Director
Total number of proxy votes exercisable by all proxies validly appointed: 889,803,909 222,648,371
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 879,443,168 216,172,495
(ii) was to vote against the resolution 10,136,333 1,454,145
(iii) was to abstain on the resolution 2,015,330 1,270,506
(iv) may vote at the proxy's discretion 224,408 5,021,731
10. To re-elect Martina Merz as a Director
Total number of proxy votes exercisable by all proxies validly appointed: 889,791,815 222,351,584
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 879,880,095 215,705,750
(ii) was to vote against the resolution 9,692,842 1,591,563
(iii) was to abstain on the resolution 2,027,424 1,567,293
(iv) may vote at the proxy's discretion 218,878 5,054,271
11. To re-elect Jennifer Nason as a Director
Total number of proxy votes exercisable by all proxies validly appointed: 889,801,791 222,622,318
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 877,000,641 215,261,582
(ii) was to vote against the resolution 12,584,256 2,287,130
(iii) was to abstain on the resolution 2,015,962 1,296,560
(iv) may vote at the proxy's discretion 216,894 5,073,606
12. To re-elect Joc O'Rourke as a Director
Total number of proxy votes exercisable by all proxies validly appointed: 889,793,498 222,610,488
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 879,885,038 216,165,658
(ii) was to vote against the resolution 9,677,868 1,360,559
(iii) was to abstain on the resolution 2,025,742 1,307,870
(iv) may vote at the proxy's discretion 230,592 5,084,271
13. To re-elect Jakob Stausholm as a Director
Total number of proxy votes exercisable by all proxies validly appointed: 889,806,413 222,710,875
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 877,280,341 214,254,082
(ii) was to vote against the resolution 12,307,420 3,387,117
(iii) was to abstain on the resolution 2,012,826 1,208,002
(iv) may vote at the proxy's discretion 218,652 5,069,676
14. To re-elect Ngaire Woods CBE as a Director
Total number of proxy votes exercisable by all proxies validly appointed: 889,641,874 222,630,033
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 867,795,572 214,569,280
(ii) was to vote against the resolution 21,626,455 3,009,209
(iii) was to abstain on the resolution 2,177,365 1,288,845
(iv) may vote at the proxy's discretion 219,847 5,051,544
15. To re-elect Ben Wyatt as a Director
Total number of proxy votes exercisable by all proxies validly appointed: 887,141,152 221,535,315
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 869,961,620 213,576,798
(ii) was to vote against the resolution 16,961,102 2,927,462
(iii) was to abstain on the resolution 4,677,937 2,383,511
(iv) may vote at the proxy's discretion 218,430 5,031,055
16. Re-appointment of auditors
Total number of proxy votes exercisable by all proxies validly appointed: 888,582,995 222,647,880
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 881,472,131 217,084,502
(ii) was to vote against the resolution 6,897,719 528,530
(iii) was to abstain on the resolution 3,234,833 1,270,629
(iv) may vote at the proxy's discretion 213,145 5,034,848
17. Remuneration of auditors
Total number of proxy votes exercisable by all proxies validly appointed: 889,873,419 222,677,772
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 888,590,854 216,808,709
(ii) was to vote against the resolution 1,065,399 842,993
(iii) was to abstain on the resolution 1,944,829 1,240,299
(iv) may vote at the proxy's discretion 217,166 5,026,070
18. Authority to make political donations
Total number of proxy votes exercisable by all proxies validly appointed: 883,224,511 222,789,080
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 875,575,346 212,362,864
(ii) was to vote against the resolution 7,438,970 5,448,652
(iii) was to abstain on the resolution 8,586,470 1,119,798
(iv) may vote at the proxy's discretion 210,195 4,977,564
19. 2025 Climate Action Plan
Total number of proxy votes exercisable by all proxies validly appointed: 818,067,714 195,568,297
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 765,321,653 174,554,348
(ii) was to vote against the resolution 52,523,568 16,049,262
(iii) was to abstain on the resolution 73,747,019 28,350,580
(iv) may vote at the proxy's discretion 222,493 4,964,687
21/24. Shareholder requisitioned resolution(1)
Total number of proxy votes exercisable by all proxies validly appointed: 883,139,080 222,271,129
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 184,299,258 30,577,313
(ii) was to vote against the resolution 698,568,141 188,834,971
(iii) was to abstain on the resolution 8,679,257 1,647,747
(iv) may vote at the proxy's discretion 271,681 2,858,845
(1) Resolution 21 in the Rio Tinto Limited notice of meeting is the
corresponding resolution of Resolution 24 in the Rio Tinto plc notice of
meeting.
The proxy positions for the resolutions put to the Rio Tinto plc shareholders
only were as follows:
PROXY POSITION FOR RIO TINTO PLC ONLY MATTERS - RESOLUTIONS FROM MEETING HELD Rio Tinto plc
ON 3 APRIL 2025
20. General authority to allot shares
Total number of proxy votes exercisable by all proxies validly appointed: 889,772,551
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 864,979,498
(ii) was to vote against the resolution 24,574,161
(iii) was to abstain on the resolution 2,045,663
(iv) may vote at the proxy's discretion 218,892
21. Disapplication of pre-emption rights
Total number of proxy votes exercisable by all proxies validly appointed: 888,803,742
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 884,353,201
(ii) was to vote against the resolution 4,238,456
(iii) was to abstain on the resolution 3,013,775
(iv) may vote at the proxy's discretion 212,085
22. Authority to purchase Rio Tinto plc shares
Total number of proxy votes exercisable by all proxies validly appointed: 889,924,810
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 883,950,944
(ii) was to vote against the resolution 5,760,319
(iii) was to abstain on the resolution 1,894,398
(iv) may vote at the proxy's discretion 213,547
23. Notice period for general meetings other than annual general meetings
Total number of proxy votes exercisable by all proxies validly appointed: 889,924,505
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 856,796,017
(ii) was to vote against the resolution 32,901,179
(iii) was to abstain on the resolution 1,894,701
(iv) may vote at the proxy's discretion 227,309
The proxy position for the resolution put to the Rio Tinto Limited
shareholders only was as follows:
PROXY POSITION FOR RIO TINTO LIMITED ONLY MATTERS - RESOLUTIONS FROM MEETING Rio Tinto Limited
HELD ON 1 MAY 2025
20. Renewal of on-market share buy-back authority
Total number of proxy votes exercisable by all proxies 222,875,833
validly appointed:
Total number of proxy votes in respect of which the
appointments specified that the proxy:
(i) was to vote for the resolution 215,134,907
(ii) was to vote against the resolution 2,681,844
(iii) was to abstain on the resolution 1,042,499
(iv) may vote at the proxy's discretion 5,059,082
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