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

Rio TintoAnnouncement

05/05/2016 07:17

RNS Number : 3047X
Rio Tinto PLC
05 May 2016
Rio Tinto Annual General Meetings
5 May 2016
The annual general meetings of Rio Tinto plc and Rio Tinto Limited were held on 14 April 2016 and 
5 May 2016 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 contained in the notices of meeting for each of Rio Tinto plc and Rio Tinto Limited fall into this category. Resolutions 18 to 21 of the Rio Tinto plc notice of meeting were put to Rio Tinto plc shareholders only and resolution 18 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 2015 Annual report
1,034,696,482
197,467,139
4,444,129
CARRIED
2
Approval of the Directors' Report on Remuneration and Remuneration Committee chairman's letter
1,051,946,426
151,589,177
32,895,563
CARRIED
3
Approval of the Remuneration Report
1,045,352,178
157,645,356
33,426,458
CARRIED
4
To re-elect Robert Brown as a director
1,232,346,219
3,445,530
813,439
CARRIED
5
To re-elect Megan Clark as a director
1,234,412,656
1,442,054
754,246
CARRIED
6
To re-elect Jan du Plessis as a director
1,212,231,854
22,925,873
1,446,881
CARRIED
7
To re-elect Ann Godbehere as a director
1,227,332,465
7,398,779
1,873,968
CARRIED
8
To re-elect Anne Lauvergeon as a director
1,217,946,653
10,367,587
8,290,976
CARRIED






9
To re-elect Michael L'Estrange as a director
1,234,533,840
1,322,885
748,464
CARRIED
10
To re-elect Chris Lynch as a director
1,231,940,529
3,933,210
731,418
CARRIED
11
To re-elect Paul Tellier as a director
1,234,008,421
1,807,729
784,609
CARRIED
12
To re-elect Simon Thompson as a director
1,220,776,961
7,512,354
8,317,011
CARRIED
13
To re-elect John Varley as a director
1,222,055,099
6,470,596
8,084,371
CARRIED
14
To re-elect Sam Walsh as a director
1,234,463,586
1,394,206
748,027
CARRIED
15
Re-appointment of auditors
1,210,767,916
25,228,508
595,433
CARRIED
16
Remuneration of auditors
1,226,837,232
8,716,359
1,050,344
CARRIED
17
Special resolution - strategic resilience for 2035 and beyond
1,216,973,176
10,307,346
9,325,138
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.
Resolution 17 was put to the joint electorate of Rio Tinto plc and Rio Tinto Limited shareholders and was carried at the respective annual general meetings as a special resolution. A copy of Resolution 17 will be filed at Companies House. 
The following resolutions were put to Rio Tinto plc shareholders only and carried at the Rio Tinto plc meeting held on 14 April 2016. Resolution 18 was carried as an ordinary resolution and resolutions 19 to 21 as special resolutions. The results of the polls were as follows:


For
Against
Withheld
Result
18
General authority to allot shares
910,808,386
82,343,837
5,096,853
CARRIED
19
Disapplication of pre-emption rights
784,327,474
206,794,141
7,120,462
CARRIED
20
Authority to purchase Rio Tinto plc shares
989,548,633
8,154,745
542,997
CARRIED
21
Notice period for general meetings other than annual general meetings
927,358,150
69,976,696
896,560
CARRIED
The following resolution was put to Rio Tinto Limited shareholders only and carried at the Rio Tinto Limited meeting held on 5 May 2016 as a special resolution. The result of the poll was as follows:


For
Against
Abstained
Result
18
Renewal of off-market and on-market share buy-back authorities
237,226,869
699,729
431,185
CARRIED
Vaughn Walton
Assistant 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 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 1-17 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:

Rio Tinto plc
Rio Tinto Limited
1. Receipt of the 2015 Annual report


Total number of proxy votes exercisable by all proxies validly appointed:
998,076,179
233,810,004
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
800,633,788
229,186,032
(ii) was to vote against the resolution
196,598,773
868,366
(iii) was to abstain on the resolution
447,650
3,996,475
(iv) may vote at the proxy's discretion
843,618
3,755,606
2. Approval of the Directors' Report on Remuneration and Remuneration Committee chairman's letter

Total number of proxy votes exercisable by all proxies validly appointed:
967,357,918
236,075,644
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
846,382,531
201,871,717
(ii) was to vote against the resolution
120,135,103
30,481,956
(iii) was to abstain on the resolution
31,165,189
1,727,459
(iv) may vote at the proxy's discretion
840,284
3,721,971



PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS

Rio Tinto plc
Rio Tinto Limited
3. Approval of the Remuneration Report


Total number of proxy votes exercisable by all proxies validly appointed:
967,332,300
235,564,304
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
847,099,093
194,533,484
(ii) was to vote against the resolution
119,373,844
37,319,526
(iii) was to abstain on the resolution
31,188,403
2,236,316
(iv) may vote at the proxy's discretion
859,363
3,711,294
4. To re-elect Robert Brown as a director


Total number of proxy votes exercisable by all proxies validly appointed:
998,161,590
237,356,857
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
995,477,620
232,937,269
(ii) was to vote against the resolution
1,834,366
675,622
(iii) was to abstain on the resolution
362,241
448,849
(iv) may vote at the proxy's discretion
849,604
3,743,966
5. To re-elect Megan Clark as a director


Total number of proxy votes exercisable by all proxies validly appointed:
998,176,137
237,402,680
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
996,257,508
233,291,099
(ii) was to vote against the resolution
1,063,947
371,117
(iii) was to abstain on the resolution
347,694
403,026
(iv) may vote at the proxy's discretion
854,682
3,740,464
PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS

Rio Tinto plc
Rio Tinto Limited
6. To re-elect Jan du Plessis as a director


Total number of proxy votes exercisable by all proxies validly appointed:
997,421,100
237,461,371
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
975,476,097
231,905,910
(ii) was to vote against the resolution
21,091,062
1,811,515
(iii) was to abstain on the resolution
1,102,432
344,024
(iv) may vote at the proxy's discretion
853,941
3,743,946
7. To re-elect Ann Godbehere as a director


Total number of proxy votes exercisable by all proxies validly appointed:
997,072,787
237,387,116
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
993,323,080
230,059,283
(ii) was to vote against the resolution
2,892,909
3,573,330
(iii) was to abstain on the resolution
1,451,045
418,590
(iv) may vote at the proxy's discretion
856,798
3,754,503
8. To re-elect Anne Lauvergeon as a director


Total number of proxy votes exercisable by all proxies validly appointed:
991,051,799
236,991,224
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
983,694,371
229,407,758
(ii) was to vote against the resolution
6,501,485
3,841,649
(iii) was to abstain on the resolution
7,472,030
814,482
(iv) may vote at the proxy's discretion
855,943
3,741,817
PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS

Rio Tinto plc
Rio Tinto Limited
9. To re-elect Michael L'Estrange as a director


Total number of proxy votes exercisable by all proxies validly appointed:
998,162,909
237,422,146
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
996,493,790
233,150,944
(ii) was to vote against the resolution
817,802
500,964
(iii) was to abstain on the resolution
360,923
383,560
(iv) may vote at the proxy's discretion
851,317
3,770,238
10. To re-elect Chris Lynch as a director


Total number of proxy votes exercisable by all proxies validly appointed:
998,161,602
237,439,200
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
994,228,354
232,803,177
(ii) was to vote against the resolution
3,075,815
854,091
(iii) was to abstain on the resolution
362,209
366,495
(iv) may vote at the proxy's discretion
857,433
3,781,932
11. To re-elect Paul Tellier as a director


Total number of proxy votes exercisable by all proxies validly appointed:
998,164,063
237,384,072
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
996,140,368
232,950,665
(ii) was to vote against the resolution
1,154,053
649,764
(iii) was to abstain on the resolution
358,749
421,224
(iv) may vote at the proxy's discretion
869,642
3,783,643
PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS

Rio Tinto plc
Rio Tinto Limited
12. To re-elect Simon Thompson as a director


Total number of proxy votes exercisable by all proxies validly appointed:
991,042,081
236,976,219
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
985,839,973
230,003,503
(ii) was to vote against the resolution
4,310,089
3,200,286
(iii) was to abstain on the resolution
7,482,888
829,487
(iv) may vote at the proxy's discretion
892,019
3,772,430
13. To re-elect John Varley as a director


Total number of proxy votes exercisable by all proxies validly appointed:
990,868,649
237,382,291
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
984,045,385
233,096,196
(ii) was to vote against the resolution
5,942,350
500,872
(iii) was to abstain on the resolution
7,656,321
423,416
(iv) may vote at the proxy's discretion
880,914
3,785,223
14. To re-elect Sam Walsh as a director


Total number of proxy votes exercisable by all proxies validly appointed:
998,121,507
237,461,410
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
996,263,329
233,261,219
(ii) was to vote against the resolution
953,858
438,436
(iii) was to abstain on the resolution
403,364
344,296
(iv) may vote at the proxy's discretion
904,320
3,761,755
PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS

Rio Tinto plc
Rio Tinto Limited
15. Re-appointment of auditors


Total number of proxy votes exercisable by all proxies validly appointed:
998,276,069
237,448,432
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
973,746,069
232,113,478
(ii) was to vote against the resolution
23,651,697
1,556,652
(iii) was to abstain on the resolution
233,640
358,035
(iv) may vote at the proxy's discretion
878,303
3,778,302
16. Remuneration of auditors


Total number of proxy votes exercisable by all proxies validly appointed:
998,200,134
237,349,234
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
989,277,038
232,907,228
(ii) was to vote against the resolution
8,043,785
670,191
(iii) was to abstain on the resolution
324,836
454,080
(iv) may vote at the proxy's discretion
879,311
3,771,815
17. Special resolution - strategic resilience for 2035 and beyond


Total number of proxy votes exercisable by all proxies validly appointed:
992,106,826
235,170,843
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
986,029,457
226,299,131
(ii) was to vote against the resolution
5,200,488
5,096,200
(iii) was to abstain on the resolution
6,417,964
2,630,608
(iv) may vote at the proxy's discretion
876,881
3,775,512
PROXY POSITION FOR RIO TINTO PLC ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 14 APRIL 2016

Rio Tinto plc

18. General authority to allot shares


Total number of proxy votes exercisable by all proxies validly appointed:
993,431,040

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


(i) was to vote for the resolution
910,207,002

(ii) was to vote against the resolution
82,342,006

(iii) was to abstain on the resolution
5,096,631

(iv) may vote at the proxy's discretion
882,032

19. Disapplication of pre-emption rights


Total number of proxy votes exercisable by all proxies validly appointed:
991,400,572

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


(i) was to vote for the resolution
783,730,524

(ii) was to vote against the resolution
206,789,226

(iii) was to abstain on the resolution
7,120,100

(iv) may vote at the proxy's discretion
880,822

20. Authority to purchase Rio Tinto plc shares


Total number of proxy votes exercisable by all proxies validly appointed:
997,982,592

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


(i) was to vote for the resolution
988,964,342

(ii) was to vote against the resolution
8,152,655

(iii) was to abstain on the resolution
542,378

(iv) may vote at the proxy's discretion
865,595




PROXY POSITION FOR RIO TINTO PLC ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 14 APRIL 2016

Rio Tinto plc

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


Total number of proxy votes exercisable by all proxies validly appointed:
997,613,962

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


(i) was to vote for the resolution
926,777,100

(ii) was to vote against the resolution
69,954,027

(iii) was to abstain on the resolution
896,009

(iv) may vote at the proxy's discretion
882,835

PROXY POSITION FOR RIO TINTO LIMITED ONLY MATTERS - RESOLUTION FROM MEETING HELD ON 5 MAY 2016


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


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

237,380,101
Total number of proxy votes in respect of which the 
appointments specified that the proxy:


(i) was to vote for the resolution

232,918,647
(ii) was to vote against the resolution

699,729
(iii) was to abstain on the resolution

424,960
(iv) may vote at the proxy's discretion

3,761,725

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 12 April 2016.
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 3 May 2016. 
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.
Joint Decision Matters
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



1
Receipt of the 2015 Annual report
72.60%
55.25%
2
Approval of the Directors' Report on Remuneration and Remuneration Committee chairman's letter
70.36%
55.74%
3
Approval of the Remuneration Report
70.36%
55.62%
4
To re-elect Robert Brown as a director
72.60%
56.09%
5
To re-elect Megan Clark as a director
72.60%
56.10%
6
To re-elect Jan du Plessis as a director
72.55%
56.11%
7
To re-elect Ann Godbehere as a director
72.52%
56.09%
8
To re-elect Anne Lauvergeon as a director
72.09%
56.00%
9
To re-elect Michael L'Estrange as a director
72.60%
56.10%
10
To re-elect Chris Lynch as a director
72.60%
56.10%
11
To re-elect Paul Tellier as a director
72.60%
56.09%
12
To re-elect Simon Thompson as a director
72.08%
55.99%




13
To re-elect John Varley as a director
72.07%
56.09%
14
To re-elect Sam Walsh as a director
72.60%
56.11%
15
Re-appointment of auditors
72.61%
56.11%
16
Remuneration of auditors
72.61%
56.02%
17
Special resolution - strategic resilience for 2035 and beyond
72.16%
55.51%
Rio Tinto plc only matters


18
General authority to allot shares
72.26%

19
Disapplication of pre-emption rights
72.11%

20
Authority to purchase Rio Tinto plc shares
72.59%

21
Notice period for general meetings other than annual general meetings
72.56%

Rio Tinto Limited only matters


18 
Renewal of off-market and on-
market share buy-back authorities
56.09%

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