REG - Rio Tinto - Results of Rio Tinto Annual General Meetings <Origin Href="QuoteRef">RIO.L</Origin>

Rio TintoAnnouncement

15/07/2015 16:29

RNS Number : 4613M
Rio Tinto PLC
07 May 2015
Rio Tinto Annual General Meetings
7 May 2015
The annual general meetings of Rio Tinto plc and Rio Tinto Limited were held on 16 April 2015 and 
7 May 2015 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 18 contained in the notices of meeting for each of Rio Tinto plc and Rio Tinto Limited fall into this category. Resolutions 19 to 22 of the Rio Tinto plc notice of meeting were put to Rio Tinto plc shareholders only and resolution 19 of the Rio Tinto Limited notice of meeting was put to Rio Tinto Limited shareholders only.
All resolutions were carried 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 in Appendix 2.
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 following resolutions, which were put to both Rio Tinto plc and Rio Tinto Limited shareholders on a poll at the respective annual general meetings, were subject to the joint electoral procedure and the aggregate results of the joint polls were as follows: 
 


For
Against
Withheld / 
Abstained 
Result
1
Receipt of the 2014 Annual report
1,235,342,697
12,655,112
4,953,813
CARRIED
2
Approval of the Remuneration Policy Report
1,186,605,279
43,739,074
22,379,973
CARRIED
3
Approval of the Directors' Report on Remuneration and Remuneration Committee chairman's letter
1,178,992,215
41,990,010
31,766,890
CARRIED
4
Approval of the Remuneration Report
1,179,871,511
41,082,997
31,792,430
CARRIED
5
To elect Megan Clark as a director
1,067,549,884
828,345
184,573,702
CARRIED
6
To elect Michael L'Estrange as a director
1,067,418,166
931,907
184,601,197
CARRIED
7
To re-elect Robert Brown as a director
1,248,901,722
2,066,345
1,982,608
CARRIED
8
To re-elect Jan du Plessis as a director
1,240,137,237
10,860,768
1,955,834
CARRIED
9
To re-elect Ann Godbehere as a director
1,246,316,122
4,655,780
1,981,949
CARRIED
10
To re-elect Richard Goodmanson as a director
1,242,509,370
7,473,462
2,968,686
CARRIED
11
To re-elect Anne Lauvergeon as a director
1,223,159,769
6,874,377
22,919,555
CARRIED
12
To re-elect Chris Lynch as a director
1,247,664,195
3,321,180
1,964,343
CARRIED
13
To re-elect Paul Tellier as a director
1,248,879,027
2,081,969
1,988,596
CARRIED
14
To re-elect Simon Thompson as a director
1,237,082,459
3,284,343
12,584,467
CARRIED
15
To re-elect John Varley as a director
1,245,009,536
5,292,625
2,650,549
CARRIED
16
To re-elect Sam Walsh as a director
1,250,055,358
977,712
1,920,707
CARRIED
17
Re-appointment of auditors
1,226,795,775
24,186,412
1,969,976
CARRIED
18
Remuneration of auditors
1,242,554,804
8,429,547
1,966,766
CARRIED
 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.
 
The following resolutions were put to Rio Tinto plc shareholders only and carried at the Rio Tinto plc meeting held on 16 April 2015. Resolution 19 was carried as an ordinary resolution and resolutions 20 to 22 as special resolutions. The results of the polls were as follows:


For
Against
Withheld
Result
19
General authority to allot shares
927,141,201
94,775,175
4,993,307
CARRIED
20
Disapplication of pre-emption rights
1,017,775,346
4,188,657
4,809,210
CARRIED
21
Authority to purchase Rio Tinto plc shares
1,023,278,151
1,193,952
2,301,111
CARRIED
22
Notice period for general meetings other than annual general meetings
942,571,029
82,665,612
1,536,571
CARRIED
The following resolution was put to Rio Tinto Limited shareholders only and carried at the Rio Tinto Limited meeting held on 7 May 2015 as a special resolution. The result of the poll was as follows:


For
Against
Abstained
Result
19
Renewal of off-market and on-market share buy-back authorities
224,784,413
343,051
914,740
CARRIED
Vaughn Walton
Assistant Company Secretary 
Tim Paine
Joint Company Secretary
Rio Tinto plc
2 Eastbourne Terrace
London W2 6LG
United Kingdom
T +44 20 7781 1345
Registered in England 
No. 719885
Rio Tinto Limited
120 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 general meetings; a proxy is an authority or direction to the proxy holder to vote and not a vote itself. 
PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS 
References in this appendix in respect of resolutions 1-18 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:

Rio Tinto plc
Rio Tinto Limited
1. Receipt of the 2014 Annual report


Total number of proxy votes exercisable by all proxies validly appointed:
1,025,057,232
222,877,127
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
1,012,024,130
218,369,811
(ii) was to vote against the resolution
12,236,846
416,845
(iii) was to abstain on the resolution
2,088,318
2,879,457
(iv) may vote at the proxy's discretion
796,256
4,090,471
2. Approval of the Remuneration Policy Report


Total number of proxy votes exercisable by all proxies validly appointed:
1,006,079,807
224,410,518
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
966,056,728
215,862,164
(ii) was to vote against the resolution
39,229,354
4,496,119
(iii) was to abstain on the resolution
21,063,533
1,317,995
(iv) may vote at the proxy's discretion
793,725
4,052,235
3. Approval of the Directors' Report on Remuneration 
and Remuneration Committee chairman's letter
Total number of proxy votes exercisable by all proxies validly appointed:
996,488,170
224,640,794
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
956,957,915
217,347,984
(ii) was to vote against the resolution
38,739,739
3,235,960
(iii) was to abstain on the resolution
30,657,376
1,109,802
(iv) may vote at the proxy's discretion
790,516
4,056,850
4. Approval of the Remuneration Report


Total number of proxy votes exercisable by all proxies validly appointed:
996,460,715
224,641,032
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
957,910,585
217,256,607
(ii) was to vote against the resolution
37,747,076
3,322,320
(iii) was to abstain on the resolution
30,684,559
1,108,159
(iv) may vote at the proxy's discretion
803,054
4,062,105
5. To elect Megan Clark as a director


Total number of proxy votes exercisable by all proxies validly appointed:
843,099,032
225,216,330
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
841,782,228
220,807,858
(ii) was to vote against the resolution
493,944
331,800
(iii) was to abstain on the resolution
184,044,493
541,579
(iv) may vote at the proxy's discretion
822,860
4,076,672
6. To elect Michael L'Estrange as a director


Total number of proxy votes exercisable by all proxies validly appointed:
843,088,557
225,201,762
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
841,760,189
220,694,052
(ii) was to vote against the resolution
511,445
418,083
(iii) was to abstain on the resolution
184,056,741
556,148
(iv) may vote at the proxy's discretion
816,923
4,089,627
7. To re-elect Robert Brown as a director


Total number of proxy votes exercisable by all proxies validly appointed:
1,025,654,376
225,251,667
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
1,023,263,867
220,657,523
(ii) was to vote against the resolution
1,575,615
484,539
(iii) was to abstain on the resolution
1,490,772
505,798
(iv) may vote at the proxy's discretion
814,894
4,109,605
8. To re-elect Jan du Plessis as a director


Total number of proxy votes exercisable by all proxies validly appointed:
1,025,665,681
225,270,297
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
1,015,115,162
220,053,602
(ii) was to vote against the resolution
9,737,388
1,123,259
(iii) was to abstain on the resolution
1,479,866
487,427
(iv) may vote at the proxy's discretion
813,131
4,093,436
9. To re-elect Ann Godbehere as a director


Total number of proxy votes exercisable by all proxies validly appointed:
1,025,661,693
225,247,755
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
1,020,901,984
220,452,442
(ii) was to vote against the resolution
3,944,262
706,852
(iii) was to abstain on the resolution
1,483,857
510,049
(iv) may vote at the proxy's discretion
815,447
4,088,461
10. To re-elect Richard Goodmanson as a director


Total number of proxy votes exercisable by all proxies validly appointed:
1,024,698,313
225,222,495
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
1,020,941,235
216,592,510
(ii) was to vote against the resolution
2,945,520
4,524,096
(iii) was to abstain on the resolution
2,447,234
535,414
(iv) may vote at the proxy's discretion
811,558
4,105,889
11. To re-elect Anne Lauvergeon as a director


Total number of proxy votes exercisable by all proxies validly appointed:
1,005,377,073
224,591,993
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
998,537,841
219,619,616
(ii) was to vote against the resolution
6,019,837
848,428
(iii) was to abstain on the resolution
21,768,473
1,165,665
(iv) may vote at the proxy's discretion
819,395
4,123,949
12. To re-elect Chris Lynch as a director


Total number of proxy votes exercisable by all proxies validly appointed:
1,025,660,915
225,264,236
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
1,022,506,361
220,148,369
(ii) was to vote against the resolution
2,326,936
992,823
(iii) was to abstain on the resolution
1,484,633
493,672
(iv) may vote at the proxy's discretion
827,618
4,123,044
13. To re-elect Paul Tellier as a director


Total number of proxy votes exercisable by all proxies validly appointed:
1,025,653,880
225,245,311
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
1,023,437,314
220,431,007
(ii) was to vote against the resolution
1,392,575
674,985
(iii) was to abstain on the resolution
1,491,670
510,598
(iv) may vote at the proxy's discretion
823,991
4,139,319
14. To re-elect Simon Thompson as a director


Total number of proxy votes exercisable by all proxies validly appointed:
1,015,390,547
224,915,823
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
1,011,909,456
220,155,346
(ii) was to vote against the resolution
2,656,700
623,704
(iii) was to abstain on the resolution
11,755,002
841,835
(iv) may vote at the proxy's discretion
824,391
4,136,773
15. To re-elect John Varley as a director


Total number of proxy votes exercisable by all proxies validly appointed:
1,024,994,120
225,245,795
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
1,019,312,713
220,695,143
(ii) was to vote against the resolution
4,862,314
427,489
(iii) was to abstain on the resolution
2,150,968
511,330
(iv) may vote at the proxy's discretion
819,093
4,123,163
16. To re-elect Sam Walsh as a director


Total number of proxy votes exercisable by all proxies validly appointed:
1,025,665,174
225,303,366
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
1,024,202,773
220,822,632
(ii) was to vote against the resolution
634,355
339,723
(iii) was to abstain on the resolution
1,480,376
454,293
(iv) may vote at the proxy's discretion
828,046
4,141,011
17. Re-appointment of auditors


Total number of proxy votes exercisable by all proxies validly appointed:
1,025,663,048
225,260,338
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
1,001,681,272
220,131,156
(ii) was to vote against the resolution
23,177,689
1,006,280
(iii) was to abstain on the resolution
1,481,969
497,320
(iv) may vote at the proxy's discretion
804,087
4,122,902
18. Remuneration of auditors


Total number of proxy votes exercisable by all proxies validly appointed:
1,025,700,907
225,226,183
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
1,016,903,602
220,666,601
(ii) was to vote against the resolution
7,981,541
442,229
(iii) was to abstain on the resolution
1,443,135
531,475
(iv) may vote at the proxy's discretion
815,764
4,117,353
PROXY POSITION FOR RIO TINTO PLC ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 16 APRIL 2015

Rio Tinto plc

19. General authority to allot shares


Total number of proxy votes exercisable by all proxies validly appointed:
1,022,137,616

Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
926,521,624

(ii) was to vote against the resolution
94,775,004

(iii) was to abstain on the resolution
5,007,402

(iv) may vote at the proxy's discretion
840,988

20. Disapplication of pre-emption rights


Total number of proxy votes exercisable by all proxies validly appointed:
1,022,185,376

Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
1,017,154,730

(ii) was to vote against the resolution
4,189,880

(iii) was to abstain on the resolution
4,823,172

(iv) may vote at the proxy's discretion
840,766

21. Authority to purchase Rio Tinto plc shares


Total number of proxy votes exercisable by all proxies validly appointed:
1,024,693,476

Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
1,022,695,753

(ii) was to vote against the resolution
1,194,208

(iii) was to abstain on the resolution
2,315,073

(iv) may vote at the proxy's discretion
803,515

22. Notice period for general meetings other than annual general meetings


Total number of proxy votes exercisable by all proxies validly appointed:
1,025,461,365

Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
941,974,121

(ii) was to vote against the resolution
82,663,002

(iii) was to abstain on the resolution
1,547,182

(iv) may vote at the proxy's discretion
824,242


PROXY POSITION FOR RIO TINTO LIMITED ONLY MATTERS - RESOLUTION FROM MEETING HELD ON 7 MAY 2015


Rio Tinto Limited
19. Renewal of off-market and on-market 
share buy-back authorities

Total number of proxy votes exercisable by all proxies 
validly appointed:

224,843,391
Total number of proxy votes in respect of which the 
appointments specified that the proxy:

(i) was to vote for the resolution

220,395,075
(ii) was to vote against the resolution

341,621
(iii) was to abstain on the resolution

914,061
(iv) may vote at the proxy's discretion

4,106,695

Appendix 2
VOTES CAST AS A PERCENTAGE OF ISSUED CAPITAL
For the purposes of section 341 of the UK Companies Act 2006 (as amended by The Companies (Shareholders' Rights) Regulations 2009) and in respect of Rio Tinto plc, the votes validly cast are expressed as a percentage of Rio Tinto plc's total issued share capital as at 6pm on 14 April 2015.
In respect of Rio Tinto Limited, the votes validly cast are expressed as a percentage of Rio Tinto Limited's issued capital as at 10pm on 5 May 2015. 
It should be noted that "withheld" votes at Rio Tinto plc's meeting and "abstained" votes at Rio Tinto Limited's meeting are not included in the calculation of the proportion of total votes cast on each resolution. For UK Law purposes, a vote "withheld' is not a vote in law.


Rio Tinto plc votes cast as a percentage of Rio Tinto plc's issued capital
Rio Tinto Limited votes cast as a percentage of Rio Tinto Limited's issued capital
Joint Decision Matters


1
Receipt of the 2014 Annual report
72.68%
52.61%
2
Approval of the Remuneration Policy Report
71.33%
52.92%
3
Approval of the Directors' Report on Remuneration and Remuneration Committee chairman's letter
70.65%
52.98%
4
Approval of the Remuneration Report
70.65%
52.98%
5
To elect Megan Clark as a director
59.78%
53.16%
6
To elect Michael L'Estrange as a director
59.78%
53.16%
7
To re-elect Robert Brown as a director
72.72%
53.17%
8
To re-elect Jan du Plessis as a director
72.72%
53.17%
9
To re-elect Ann Godbehere as a director
72.72%
53.17%
10
To re-elect Richard Goodmanson as a director
72.66%
53.16%
11
To re-elect Anne Lauvergeon as a director
71.29%
53.01%
12
To re-elect Chris Lynch as a director
72.72%
53.17%
13
To re-elect Paul Tellier as a director
72.72%
53.17%
14
To re-elect Simon Thompson as a director
72.00%
53.09%
15
To re-elect John Varley as a director
72.68%
53.17%
16
To re-elect Sam Walsh as a director
72.72%
53.18%
17
Re-appointment of auditors
72.72%
53.17%
18
Remuneration of auditors
72.73%
53.16%
Rio Tinto plc only matters


19
General authority to allot shares
72.47%

20
Disapplication of pre-emption rights
72.48%

21
Authority to purchase Rio Tinto plc shares
72.66%

22
Notice period for general meetings other than annual general meetings
72.71%

Rio Tinto Limited only matters


19
Renewal of off-market and 
on-market share buy-back authorities
53.07%

This information is provided by RNS
The company news service from the London Stock Exchange
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