REG - Rio Tinto - Results of Rio Tinto annual general meetings
04/05/2023 07:30
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RNS Number : 4107Y Rio Tinto PLC 04 May 2023
Notice to ASX/LSE
Results of Rio Tinto annual general meetings
4 May 2023
The annual general meetings of Rio Tinto plc and Rio Tinto Limited were held
on 6 April 2023 and 4 May 2023 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 of each Rio
Tinto plc and Rio Tinto Limited, set out in table 1 below, fall into this
category. Resolutions 19 to 22 of the Rio Tinto plc notice of meeting, set out
in table 2 below, were put to Rio Tinto plc shareholders only. Resolution 19
of the Rio Tinto Limited notice of meeting, set out in table 3 below, was put
to Rio Tinto Limited shareholders only. All resolutions were carried.
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 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) .
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 2022 Annual Report 1,114,727,126 1,111,613,490 99.72 3,113,636 0.28 23,252,660
2. Approval of the Directors' Remuneration Report: Implementation Report 1,116,894,192 1,072,571,974 96.03 44,322,218 3.97 21,075,873
3. Approval of the Directors' Remuneration Report 1,116,856,327 1,072,114,833 95.99 44,741,494 4.01 21,100,383
4. Approval of potential termination benefits 1,122,728,773 1,110,569,418 98.92 12,159,355 1.08 15,225,522
5. To elect Kaisa Hietala as a Director 1,124,208,498 1,120,454,754 99.67 3,753,744 0.33 13,758,183
6. To re-elect Dominic Barton BBM as a Director 1,106,787,736 1,078,546,696 97.45 28,241,040 2.55 31,192,548
7. To re-elect Megan Clark AC as a Director 1,111,673,221 1,044,724,106 93.98 66,949,115 6.02 26,307,143
8. To re-elect Peter Cunningham as a Director 1,121,436,663 1,118,259,073 99.72 3,177,590 0.28 16,543,626
9. To re-elect Simon Henry as a Director 1,122,208,930 1,104,673,131 98.44 17,535,799 1.56 15,771,435
10. To re-elect Sam Laidlaw as a Director 1,110,844,869 1,084,945,294 97.67 25,899,575 2.33 27,134,472
11. To re-elect Simon McKeon AO as a Director 1,123,018,937 1,105,530,495 98.44 17,488,442 1.56 14,961,428
12. To re-elect Jennifer Nason as a Director 1,124,304,259 1,106,924,925 98.45 17,379,334 1.55 13,676,106
13. To re-elect Jakob Stausholm as a Director 1,124,378,763 1,119,020,716 99.52 5,358,047 0.48 13,601,604
14. To re-elect Ngaire Woods CBE as a Director 1,124,232,130 1,105,733,427 98.35 18,498,703 1.65 13,748,135
15. To re-elect Ben Wyatt as a Director 1,121,435,411 1,107,488,634 98.76 13,946,777 1.24 16,544,954
16. Re-appointment of auditors 1,124,275,011 1,116,674,652 99.32 7,600,359 0.68 13,702,613
17. Remuneration of auditors 1,124,164,392 1,122,055,205 99.81 2,109,187 0.19 13,767,346
18. Authority to make political donations 1,124,197,208 1,105,026,624 98.29 19,170,584 1.71 13,775,951
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
The following resolutions were put to Rio Tinto plc shareholders only and
carried at the Rio Tinto plc meeting held on 6 April 2023. Resolution 19 was
carried as an ordinary resolution and resolutions 20 to 22 as special
resolutions. In accordance with the UK 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
Number % Number %
19. General authority to allot shares 909,162,407 896,719,373 98.63 12,443,034 1.37 13,243,072
20. Disapplication of pre-emption rights 908,474,624 903,182,122 99.42 5,292,502 0.58 13,930,703
21. Authority to purchase Rio Tinto plc shares 909,156,795 720,621,578 79.26 188,535,217 20.74 13,240,002
22. Notice period for general meetings other than annual general meetings 909,402,530 873,062,810 96.00 36,339,720 4.00 13,004,092
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 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 19 below was put to Rio Tinto Limited shareholders only. Resolution
19 was carried as a special resolution. The results of the poll were as
follows:
Resolution Total Votes Cast For Against Abstained
Number % Number %
19. Renewal of off-market and on-market share buy-back authorities 215,019,440 214,426,433 99.72 593,007 0.28 552,155
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, Media Relations, Media Relations,
United Kingdom Australia Americas
Matthew Klar Matt Chambers Simon Letendre
M +44 7796 630 637 M +61 433 525 739 M +514 796 4973
David Outhwaite Jesse Riseborough Malika Cherry
M +44 7787 597 493 M +61 436 653 412 M +1 418 592 7293
Alyesha Anderson
M +61 434 868 118
Investor Relations, Investor Relations,
United Kingdom Australia
Menno Sanderse Tom Gallop
M +44 7825 195 178 M +61 439 353 948
David Ovington Amar Jambaa
M +44 7920 010 978 M +61 472 865 948
Danielle Smith
M +44 7788 190 672
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 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 1-18 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:
PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS Rio Tinto plc Rio Tinto Limited
1. Receipt of the 2022 Annual Report
Total number of proxy votes exercisable by all proxies validly appointed: 901,817,928 212,818,075
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 898,801,109 209,663,259
(ii) was to vote against the resolution 2,512,938 599,877
(iii) was to abstain on the resolution 20,597,236 2,652,075
(iv) may vote at the proxy's discretion 503,881 2,554,939
2. Approval of the Directors' Remuneration Report: Implementation Report
Total number of proxy votes exercisable by all proxies validly appointed: 902,110,047 214,716,135
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 860,871,428 208,612,203
(ii) was to vote against the resolution 40,742,394 3,563,598
(iii) was to abstain on the resolution 20,305,115 754,015
(iv) may vote at the proxy's discretion 496,225 2,540,334
3. Approval of the Directors' Remuneration Report
Total number of proxy votes exercisable by all proxies validly appointed: 902,057,415 214,731,294
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 860,552,710 208,483,989
(ii) was to vote against the resolution 41,004,676 3,720,417
(iii) was to abstain on the resolution 20,344,892 738,856
(iv) may vote at the proxy's discretion 500,029 2,526,888
4. Approval of potential termination benefits
Total number of proxy votes exercisable by all proxies validly appointed: 908,152,377 214,529,057
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 899,372,620 208,146,697
(ii) was to vote against the resolution 8,282,984 3,879,834
(iii) was to abstain on the resolution 14,262,757 925,588
(iv) may vote at the proxy's discretion 496,773 2,502,526
5. To elect Kaisa Hietala as a Director
Total number of proxy votes exercisable by all proxies validly appointed: 909,212,797 214,886,585
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 906,688,450 210,591,850
(ii) was to vote against the resolution 2,017,917 1,734,333
(iii) was to abstain on the resolution 13,189,247 583,002
(iv) may vote at the proxy's discretion 506,430 2,560,402
6. To re-elect Dominic Barton BBM as a Director
Total number of proxy votes exercisable by all proxies validly appointed: 893,033,031 213,645,789
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 867,637,042 207,750,287
(ii) was to vote against the resolution 24,893,916 3,345,630
(iii) was to abstain on the resolution 29,382,103 1,824,311
(iv) may vote at the proxy's discretion 502,073 2,549,872
7. To re-elect Megan Clark AC as a Director
Total number of proxy votes exercisable by all proxies validly appointed: 897,695,265 213,886,928
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 843,640,615 197,942,534
(ii) was to vote against the resolution 53,552,120 13,393,703
(iii) was to abstain on the resolution 24,719,898 1,583,220
(iv) may vote at the proxy's discretion 502,530 2,550,691
8. To re-elect Peter Cunningham as a Director
Total number of proxy votes exercisable by all proxies validly appointed: 906,961,788 214,366,286
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 904,615,182 210,478,938
(ii) was to vote against the resolution 1,848,298 1,329,265
(iii) was to abstain on the resolution 15,453,298 1,103,864
(iv) may vote at the proxy's discretion 498,308 2,558,083
9. To re-elect Simon Henry as a Director
Total number of proxy votes exercisable by all proxies validly appointed: 907,274,086 214,844,765
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 891,639,806 209,880,337
(ii) was to vote against the resolution 15,137,335 2,398,192
(iii) was to abstain on the resolution 15,141,078 625,383
(iv) may vote at the proxy's discretion 496,945 2,566,236
10. To re-elect Sam Laidlaw as a Director
Total number of proxy votes exercisable by all proxies validly appointed: 896,562,087 214,192,099
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 872,578,763 209,218,855
(ii) was to vote against the resolution 23,480,373 2,417,441
(iii) was to abstain on the resolution 25,852,053 1,278,049
(iv) may vote at the proxy's discretion 502,951 2,555,803
11. To re-elect Simon McKeon AO as a Director
Total number of proxy votes exercisable by all proxies validly appointed: 908,305,990 214,623,557
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 892,163,889 210,225,206
(ii) was to vote against the resolution 15,642,659 1,845,486
(iii) was to abstain on the resolution 14,109,174 846,591
(iv) may vote at the proxy's discretion 499,442 2,552,865
12. To re-elect Jennifer Nason as a Director
Total number of proxy votes exercisable by all proxies validly appointed: 909,259,930 214,954,439
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 893,732,985 210,062,689
(ii) was to vote against the resolution 15,029,334 2,348,276
(iii) was to abstain on the resolution 13,155,234 515,709
(iv) may vote at the proxy's discretion 497,611 2,543,474
13. To re-elect Jakob Stausholm as a Director
Total number of proxy votes exercisable by all proxies validly appointed: 909,336,929 214,934,204
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 905,181,449 210,674,162
(ii) was to vote against the resolution 3,658,020 1,700,022
(iii) was to abstain on the resolution 13,078,235 535,946
(iv) may vote at the proxy's discretion 497,460 2,560,020
14. To re-elect Ngaire Woods CBE as a Director
Total number of proxy votes exercisable by all proxies validly appointed: 909,196,169 214,946,067
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 892,610,992 209,992,876
(ii) was to vote against the resolution 16,085,602 2,409,948
(iii) was to abstain on the resolution 13,218,895 524,081
(iv) may vote at the proxy's discretion 499,575 2,543,243
15. To re-elect Ben Wyatt as a Director
Total number of proxy votes exercisable by all proxies validly appointed: 906,954,574 214,373,207
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 893,382,216 210,951,664
(ii) was to vote against the resolution 13,073,159 871,873
(iii) was to abstain on the resolution 15,460,590 1,096,941
(iv) may vote at the proxy's discretion 499,199 2,549,670
16. Re-appointment of auditors
Total number of proxy votes exercisable by all proxies validly appointed: 909,251,074 214,932,465
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 901,487,014 212,058,081
(ii) was to vote against the resolution 7,263,568 336,712
(iii) was to abstain on the resolution 13,162,069 536,963
(iv) may vote at the proxy's discretion 500,492 2,537,672
17. Remuneration of auditors
Total number of proxy votes exercisable by all proxies validly appointed: 909,148,432 214,970,872
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 906,891,079 212,074,674
(ii) was to vote against the resolution 1,757,529 350,917
(iii) was to abstain on the resolution 13,264,680 496,138
(iv) may vote at the proxy's discretion 499,824 2,545,281
18. Authority to make political donations
Total number of proxy votes exercisable by all proxies validly appointed: 909,204,662 214,932,851
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 892,829,034 209,187,777
(ii) was to vote against the resolution 15,885,222 3,245,566
(iii) was to abstain on the resolution 13,202,770 537,823
(iv) may vote at the proxy's discretion 490,406 2,499,508
PROXY POSITION FOR RIO TINTO PLC ONLY MATTERS - RESOLUTIONS FROM MEETING HELD Rio Tinto plc
ON 6 APRIL 2023
19. General authority to allot shares
Total number of proxy votes exercisable by all proxies validly appointed: 909,170,980
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 896,256,985
(ii) was to vote against the resolution 12,414,209
(iii) was to abstain on the resolution 13,243,040
(iv) may vote at the proxy's discretion 499,786
20. Disapplication of pre-emption rights
Total number of proxy votes exercisable by all proxies validly appointed: 908,484,241
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 902,672,798
(ii) was to vote against the resolution 5,307,492
(iii) was to abstain on the resolution 13,929,627
(iv) may vote at the proxy's discretion 503,951
21. Authority to purchase Rio Tinto plc shares
Total number of proxy votes exercisable by all proxies validly appointed: 909,183,072
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 720,124,075
(ii) was to vote against the resolution 188,550,757
(iii) was to abstain on the resolution 13,222,266
(iv) may vote at the proxy's discretion 508,240
22. Notice period for general meetings other than annual general meetings
Total number of proxy votes exercisable by all proxies validly appointed: 909,411,073
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 872,799,649
(ii) was to vote against the resolution 36,113,912
(iii) was to abstain on the resolution 13,004,090
(iv) may vote at the proxy's discretion 497,512
PROXY POSITION FOR RIO TINTO LIMITED ONLY MATTERS - RESOLUTION FROM MEETING Rio Tinto Limited
HELD ON 4 MAY 2023
19. Renewal of off-market and on-market share buy-back authorities
Total number of proxy votes exercisable by all proxies 214,922,402
validly appointed:
Total number of proxy votes in respect of which the
appointments specified that the proxy:
(i) was to vote for the resolution 211,776,607
(ii) was to vote against the resolution 593,007
(iii) was to abstain on the resolution 548,599
(iv) may vote at the proxy's discretion 2,552,788
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