REG - Rio Tinto - Result of AGM
Results of Rio Tinto annual general meetings
7 May 2020
The annual general meetings of Rio Tinto plc and Rio Tinto Limited were held on 8 April 2020 and
7 May 2020 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 20 in table 1 below, contained in the notices of meeting for each of Rio Tinto plc and Rio Tinto Limited, fall into this category.
Resolution 21, in table 2 below, contained in the notices of meeting for both Rio Tinto plc and Rio Tinto Limited, was proposed as a class rights action. This resolution was put to Rio Tinto plc and Rio Tinto Limited shareholders voting as separate electorates.
Resolutions 22 to 25 of the Rio Tinto plc notice of meeting, in table 3 below, were put to Rio Tinto plc shareholders only and resolutions 22 to 24 of the Rio Tinto Limited notice of meeting, in table 4 below, were put to Rio Tinto Limited shareholders only.
All resolutions were carried, with the exception of the requisitioned resolutions 23 and 24 put to shareholders of Rio Tinto Limited only. Requisitioned resolution 23 was not carried and requisitioned resolution 24 was not valid, as it was conditional on resolution 23 being carried by the required majority. All resolutions were decided by poll.
The results of the Rio Tinto plc polls were certified by the scrutineer, Computershare Investor Services PLC, and the results of the Rio Tinto Limited polls were as reported by the duly appointed returning officer, a representative of Computershare Investor Services Pty Limited. These results are as set out below. Information on the final proxy position for each company is detailed in Appendix 1, and the votes cast on each resolution as a percentage of the issued capital of each company is set out on our website at www.riotinto.com/invest/shareholder-information/annual-general-meetings.
Table 1
The following joint decision resolutions, which were put to both Rio Tinto plc and Rio Tinto Limited shareholders on a poll at the respective annual general meetings, were duly carried. The results of the polls were as follows:
Resolution
Total Votes Cast
For
Against
Withheld/ Abstained ¹
Number
%
Number
%
1.
Receipt of the 2019 Annual report
1,146,379,070
1,136,544,174
99.14
9,834,896
0.86
17,199,120
2.
Approval of the Directors' Remuneration Report: Implementation Report
1,137,495,323
1,062,225,236
93.38
75,270,087
6.62
26,050,466
3.
Approval of the Directors' Remuneration Report
1,145,929,618
1,062,051,718
92.68
83,877,900
7.32
17,616,089
4.
Approval of potential termination benefits
1,145,290,150
1,130,718,137
98.73
14,572,013
1.27
18,263,195
5.
To elect Hinda Gharbi as a director
1,149,642,217
1,148,249,277
99.88
1,392,940
0.12
13,704,509
6.
To elect Jennifer Nason as a director
1,149,865,971
1,148,523,597
99.88
1,342,374
0.12
13,713,500
7.
To elect Ngaire Woods CBE as a director, effective as of 1 September 2020
1,149,867,009
1,148,534,424
99.88
1,332,585
0.12
13,710,269
8.
To re-elect Megan Clark AC as a director
1,149,949,404
1,148,499,990
99.87
1,449,414
0.13
13,629,856
9.
To re-elect David Constable as a director
1,149,908,342
1,147,625,919
99.80
2,282,423
0.20
13,671,298
10.
To re-elect Simon Henry as a director
1,149,939,164
1,144,518,931
99.53
5,420,233
0.47
13,640,078
11.
To re-elect Jean-Sébastien Jacques as a director
1,149,930,469
1,148,305,132
99.86
1,625,337
0.14
13,649,172
12.
To re-elect Sam Laidlaw as a director
1,145,014,165
1,137,743,195
99.36
7,270,970
0.64
18,563,466
13.
To re-elect Michael L'Estrange AO as a director
1,149,882,377
1,147,847,572
99.82
2,034,805
0.18
13,697,112
14.
To re-elect Simon McKeon AO as a director
1,149,867,680
1,147,886,565
99.83
1,981,115
0.17
13,711,961
15.
To re-elect Jakob Stausholm as a director
1,149,895,053
1,147,004,358
99.75
2,890,695
0.25
13,684,405
16.
To re-elect Simon Thompson as a director
1,148,984,773
1,135,328,079
98.81
13,656,694
1.19
14,594,867
17.
Appointment of auditors of Rio Tinto plc and Rio Tinto Limited
1,149,944,429
1,140,805,645
99.21
9,138,784
0.79
13,634,023
18.
Remuneration of auditors
1,149,551,977
1,146,339,559
99.72
3,212,418
0.28
13,774,690
19.
Authority to make political donations
1,145,928,944
1,135,044,018
99.05
10,884,926
0.95
17,623,570
20.
Amendments to Rio Tinto plc's articles of association and Rio Tinto Limited's constitution - general updates and changes
1,145,583,820
961,092,961
83.90
184,490,859
16.10
17,989,034
¹ In calculating the results of the respective polls under the joint electoral procedure, "withheld" votes at Rio Tinto plc's meeting are aggregated with "abstained" votes at Rio Tinto Limited's meeting. For all relevant purposes "withheld" votes and "abstained" votes have the same meaning. They are not included in the calculation of the proportion of votes for and against each resolution.
Table 2
Resolution 21 was put to Rio Tinto plc and Rio Tinto Limited shareholders voting as separate electorates, and it was carried by both Rio Tinto plc shareholders and Rio Tinto Limited shareholders voting separately:
Voting on resolution 21 by Rio Tinto plc shareholders:
Resolution
Total Votes Cast
For
Against
Withheld/ Abstained¹
Number
%
Number
%
21.
Amendments to Rio Tinto plc's articles of association and Rio Tinto Limited's constitution - hybrid and contemporaneous general meetings
932,176,823
931,241,170
99.90
935,653
0.10
13,474,177
Voting on resolution 21 by Rio Tinto Limited shareholders:
Resolution
Total Votes Cast
For
Against
Withheld/ Abstained¹
Number
%
Number
%
21.
Amendments to Rio Tinto plc's articles of association and Rio Tinto Limited's constitution - hybrid and contemporaneous general meetings
217,634,814
217,382,583
99.88
252,231
0.12
293,827
Table 3
The following resolutions were put to Rio Tinto plc shareholders only and carried at the Rio Tinto plc meeting held on 8 April 2020. Resolution 22 was carried as an ordinary resolution and resolutions 23 to 25 as special resolutions. In accordance with the UK Listing Authority's Listing Rule 9.6.2, copies of all the resolutions passed by Rio Tinto plc shareholders, other than ordinary business, have been submitted to the National Storage Mechanism and are available for inspection at http://www.morningstar.co.uk/uk/NSM. The results of the polls were as follows:
Resolution
Total Votes Cast
For
Against
Withheld/ Abstained
Number
%
Number
%
22.
General authority to allot shares
932,025,745
849,333,521
91.13
82,692,224
8.87
13,619,976
23.
Disapplication of pre-emption rights
931,940,796
930,240,971
99.82
1,699,825
0.18
13,709,030
24.
Authority to purchase Rio Tinto plc shares
932,140,959
733,475,577
78.69
198,665,382
21.31
13,508,632
25.
Notice period for general meetings other than annual general meetings
927,641,883
886,282,789
95.54
41,359,094
4.46
18,009,115
Resolution 24 'Authority to purchase Rio Tinto plc shares' was passed with less than 80% of votes in favour. Shining Prospect (a subsidiary of the Aluminium Corporation of China "Chinalco") voted against resolution 24. Chinalco has not sold any of its shares in Rio Tinto plc and now has a holding of just over 14% given its non-participation in the Company's significant share buyback programmes. This places Chinalco close to the 14.99% holding threshold agreed with the Australian Government at the time of its original investment in Rio Tinto.
Table 4
Resolutions 22 to 24 below were put to Rio Tinto Limited shareholders only. Resolution 22 was carried as a special resolution. Resolution 23, also a special resolution, was NOT carried. The results of the polls were as follows:
Resolution
Total Votes Cast
For
Against
Withheld /
Abstained
Number
%
Number
%
22.
Renewal of off-market and on-market share buy-back authorities
217,687,790
213,273,545
97.97
4,414,245
2.03
240,392
23.
Requisitioned resolution to amend the Company's constitution
203,847,587
17,915,713
8.79
185,931,874
91.21
14,081,053
Resolution 24 was NOT valid as it was conditional on resolution 23 being carried by the required majority. Poll figures are provided below for information purposes only, and do not constitute a voting result.
Resolution
Total Votes Cast
For
Against
Withheld/ Abstained
Number
%
Number
%
24.
Requisitioned resolution on emissions targets
211,897,475
78,260,358
36.93
133,637,117
63.07
6,031,166
LEI: 213800YOEO5OQ72G2R82
Classification: 3.1. Additional regulated information required to be disclosed under the laws of a Member State
This announcement is authorised for release to the market by Rio Tinto's Group Company Secretary.
Steve Allen
Group company secretary
Tim Paine
Joint company secretary
Rio Tinto plc
6 St James's Square
London SW1Y 4AD
United Kingdom
T +44 20 7781 1345
Registered in EnglandNo. 719885
Rio Tinto Limited
Level 7, 360 Collins Street
Melbourne 3000
Australia
T +61 3 9283 3333
Registered in Australia
ABN 96 004 458 404
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.
References in this appendix in respect of resolutions 1-20 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 2019 Annual report
Total number of proxy votes exercisable by all proxies validly appointed:
931,333,082
214,833,981
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution
921,167,955
212,948,206
(ii) was to vote against the resolution
9,674,319
159,984
(iii) was to abstain on the resolution
14,124,039
3,075,075
(iv) may vote at the proxy's discretion
490,808
1,725,791
2. Approval of the Directors' Remuneration Report: Implementation Report
Total number of proxy votes exercisable by all proxies validly appointed:
919,667,205
217,616,707
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution
872,811,253
187,070,453
(ii) was to vote against the resolution
46,401,232
28,867,579
(iii) was to abstain on the resolution
25,790,495
259,369
(iv) may vote at the proxy's discretion
454,720
1,678,675
3. Approval of the Directors' Remuneration Report
Total number of proxy votes exercisable by all proxies validly appointed:
928,135,504
217,583,395
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution
872,772,966
186,908,919
(ii) was to vote against the resolution
54,908,305
28,968,471
(iii) was to abstain on the resolution
17,322,598
292,197
(iv) may vote at the proxy's discretion
454,233
1,706,005
4. Approval of potential termination benefits
Total number of proxy votes exercisable by all proxies validly appointed:
927,698,128
217,381,579
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution
914,206,485
214,129,846
(ii) was to vote against the resolution
13,006,254
1,564,774
(iii) was to abstain on the resolution
17,734,451
527,174
(iv) may vote at the proxy's discretion
485,389
1,686,959
5. To elect Hinda Gharbi as a director
Total number of proxy votes exercisable by all proxies validly appointed:
932,071,895
217,358,911
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution
931,267,935
215,228,042
(ii) was to vote against the resolution
314,796
386,913
(iii) was to abstain on the resolution
13,384,246
319,661
(iv) may vote at the proxy's discretion
489,164
1,743,956
6. To elect Jennifer Nason as a director
Total number of proxy votes exercisable by all proxies validly appointed:
932,054,439
217,599,756
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution
931,258,035
215,509,451
(ii) was to vote against the resolution
307,892
343,101
(iii) was to abstain on the resolution
13,403,825
309,438
(iv) may vote at the proxy's discretion
488,512
1,747,204
7. To elect Ngaire Woods CBE as a director, effective as of 1 September 2020
Total number of proxy votes exercisable by all proxies validly appointed:
932,064,983
217,590,250
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution
931,283,094
215,500,481
(ii) was to vote against the resolution
295,941
345,413
(iii) was to abstain on the resolution
13,393,451
316,581
(iv) may vote at the proxy's discretion
485,948
1,744,356
8. To re-elect Megan Clark AC as a director
Total number of proxy votes exercisable by all proxies validly appointed:
932,082,730
217,654,892
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution
930,413,018
215,637,924
(ii) was to vote against the resolution
1,182,883
265,938
(iii) was to abstain on the resolution
13,375,704
253,921
(iv) may vote at the proxy's discretion
486,829
1,751,030
9. To re-elect David Constable as a director
Total number of proxy votes exercisable by all proxies validly appointed:
932,063,968
217,632,963
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution
929,787,548
215,400,092
(ii) was to vote against the resolution
1,791,803
490,027
(iii) was to abstain on the resolution
13,394,466
276,230
(iv) may vote at the proxy's discretion
484,617
1,742,844
10. To re-elect Simon Henry as a director
Total number of proxy votes exercisable by all proxies validly appointed:
932,076,884
217,650,504
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution
927,152,569
214,905,637
(ii) was to vote against the resolution
4,429,872
989,768
(iii) was to abstain on the resolution
13,381,550
258,291
(iv) may vote at the proxy's discretion
494,443
1,755,099
11. To re-elect Jean-Sébastien Jacques as a director
Total number of proxy votes exercisable by all proxies validly appointed:
932,071,674
217,647,019
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution
930,283,081
215,581,302
(ii) was to vote against the resolution
1,302,119
322,625
(iii) was to abstain on the resolution
13,386,760
262,175
(iv) may vote at the proxy's discretion
486,474
1,743,092
12. To re-elect Sam Laidlaw as a director
Total number of proxy votes exercisable by all proxies validly appointed:
927,873,157
216,929,232
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution
921,051,158
214,254,411
(ii) was to vote against the resolution
6,333,976
933,901
(iii) was to abstain on the resolution
17,585,277
977,952
(iv) may vote at the proxy's discretion
488,023
1,740,920
13. To re-elect Michael L'Estrange AO as a director
Total number of proxy votes exercisable by all proxies validly appointed:
932,064,374
217,606,221
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution
930,538,950
215,537,276
(ii) was to vote against the resolution
1,035,123
305,357
(iii) was to abstain on the resolution
13,393,908
302,973
(iv) may vote at the proxy's discretion
490,301
1,763,588
14. To re-elect Simon McKeon AO as a director
Total number of proxy votes exercisable by all proxies validly appointed:
932,029,047
217,626,851
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution
929,969,642
215,469,790
(ii) was to vote against the resolution
1,565,218
415,304
(iii) was to abstain on the resolution
13,429,387
282,343
(iv) may vote at the proxy's discretion
494,187
1,741,757
15. To re-elect Jakob Stausholm as a director
Total number of proxy votes exercisable by all proxies validly appointed:
932,039,730
217,643,547
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution
929,507,041
215,048,249
(ii) was to vote against the resolution
2,041,935
848,167
(iii) was to abstain on the resolution
13,418,521
265,647
(iv) may vote at the proxy's discretion
490,754
1,747,131
16. To re-elect Simon Thompson as a director
Total number of proxy votes exercisable by all proxies validly appointed:
931,129,495
217,643,496
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution
917,218,342
215,654,631
(ii) was to vote against the resolution
13,419,385
236,716
(iii) was to abstain on the resolution
14,328,938
265,698
(iv) may vote at the proxy's discretion
491,768
1,752,149
17. Appointment of auditors of Rio Tinto plc and Rio Tinto Limited
Total number of proxy votes exercisable by all proxies validly appointed:
932,241,404
217,491,249
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution
927,403,212
210,973,107
(ii) was to vote against the resolution
4,358,050
4,780,113
(iii) was to abstain on the resolution
13,215,841
417,945
(iv) may vote at the proxy's discretion
480,142
1,738,029
18. Remuneration of auditors
Total number of proxy votes exercisable by all proxies validly appointed:
931,900,430
217,440,262
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution
928,918,673
214,979,914
(ii) was to vote against the resolution
2,496,420
715,868
(iii) was to abstain on the resolution
13,538,720
235,242
(iv) may vote at the proxy's discretion
485,337
1,744,480
19. Authority to make political donations
Total number of proxy votes exercisable by all proxies validly appointed:
928,071,032
217,645,899
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution
919,771,728
213,062,784
(ii) was to vote against the resolution
7,829,260
2,904,445
(iii) was to abstain on the resolution
17,366,786
256,784
(iv) may vote at the proxy's discretion
470,044
1,678,670
20. Amendments to Rio Tinto plc's articles of association and Rio Tinto Limited's constitution - general updates and changes
Total number of proxy votes exercisable by all proxies validly appointed:
927,736,078
217,635,735
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution
743,953,199
214,679,154
(ii) was to vote against the resolution
183,289,305
1,200,730
(iii) was to abstain on the resolution
17,715,819
273,209
(iv) may vote at the proxy's discretion
493,574
1,755,851
PROXY POSITION FOR MATTERS DECIDED BY RIO TINTO PLC AND RIO TINTO LIMITED VOTING AS SEPARATE ELCTORATES
Rio Tinto plc
Rio Tinto Limited
21. Amendments to Rio Tinto plc's articles of association and Rio Tinto Limited's constitution - hybrid and contemporaneous general meetings
Total number of proxy votes exercisable by all proxies validly appointed:
931,984,748
217,625,738
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution
930,559,163
215,621,987
(ii) was to vote against the resolution
935,292
251,768
(iii) was to abstain on the resolution
13,473,686
283,456
(iv) may vote at the proxy's discretion
490,293
1,751,983
PROXY POSITION FOR RIO TINTO PLC ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 8 APRIL 2020
Rio Tinto plc
22. General authority to allot shares
Total number of proxy votes exercisable by all proxies validly appointed:
931,833,179
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution
848,673,510
(ii) was to vote against the resolution
82,670,773
(iii) was to abstain on the resolution
13,619,976
(iv) may vote at the proxy's discretion
488,896
23. Disapplication of pre-emption rights
Total number of proxy votes exercisable by all proxies validly appointed:
931,748,721
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution
929,558,647
(ii) was to vote against the resolution
1,699,464
(iii) was to abstain on the resolution
13,708,539
(iv) may vote at the proxy's discretion
490,610
24. Authority to purchase Rio Tinto plc shares
Total number of proxy votes exercisable by all proxies validly appointed:
931,948,393
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution
732,801,948
(ii) was to vote against the resolution
198,665,021
(iii) was to abstain on the resolution
13,508,632
(iv) may vote at the proxy's discretion
481,424
25. Notice period for general meetings other than annual general meetings
Total number of proxy votes exercisable by all proxies validly appointed:
927,449,317
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution
885,593,508
(ii) was to vote against the resolution
41,358,733
(iii) was to abstain on the resolution
18,009,115
(iv) may vote at the proxy's discretion
497,076
PROXY POSITION FOR RIO TINTO LIMITED ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 7 MAY 2020
Rio Tinto Limited
22. Renewal of off-market and on-market share buy-back authorities
Total number of proxy votes exercisable by all proxies
validly appointed:
217,668,349
Total number of proxy votes in respect of which the
appointments specified that the proxy:
(i) was to vote for the resolution
211,522,176
(ii) was to vote against the resolution
4,413,782
(iii) was to abstain on the resolution
240,386
(iv) may vote at the proxy's discretion
1,732,391
23. Requisitioned resolution to amend the Company's constitution
Total number of proxy votes exercisable by all proxies validly appointed:
203,828,838
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution
17,915,713
(ii) was to vote against the resolution
184,294,731
(iii) was to abstain on the resolution
14,080,355
(iv) may vote at the proxy's discretion
1,618,394
24. Requisitioned resolution on emissions targets
Total number of proxy votes exercisable by all proxies validly appointed:
211,878,720
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution
78,260,352
(ii) was to vote against the resolution
132,000,897
(iii) was to abstain on the resolution
6,030,474
(iv) may vote at the proxy's discretion
1,617,471
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