REG - Rio Tinto - Results of Rio Tinto general meetings

Rio TintoAnnouncement

25/10/2022 11:30

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RNS Number : 0439E  Rio Tinto PLC  25 October 2022

 

25 October 2022

 

Results of Rio Tinto general meetings relating to the proposed joint venture
with China Baowu Steel Group Co., Ltd

 

The general meetings of Rio Tinto plc and Rio Tinto Limited relating to the
proposed joint venture with China Baowu Steel Group Co., Ltd were held on 25
October 2022 as contemporaneous meetings in London and Perth respectively.

Under Rio Tinto's dual listed companies structure (DLC) established in 1995,
decisions on significant matters affecting shareholders of Rio Tinto plc and
Rio Tinto Limited in similar ways are put to both Rio Tinto plc and Rio Tinto
Limited shareholders on a poll by way of a joint electoral procedure.
Resolutions 1 and 2 contained in the notices of meeting of each of Rio Tinto
plc and Rio Tinto Limited fall into this category.

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
riotinto.com/gm2022
(https://www.riotinto.com/invest/shareholder-information/general-meetings-2022)
.

Resolutions 1 and 2 as set out below were each duly carried as ordinary
resolutions. The results of the polls were as follows:

 Resolution                                                                               Total Votes Cast  For                   Against          Withheld/ Abstained ¹
                                                                                                            Number         %      Number     %
 1.      a)   For the purposes of ASX Listing Rule 10.1 and all other purposes, to        1,129,949,198     1,127,123,620  99.75  2,825,578  0.25  2,463,339
         approve the Transaction, and the entry into and performance of the Transaction
         Documents; and

         b)   to authorise the Directors (or any duly constituted committee thereof)
         to do all necessary, expedient or desirable things to implement, complete or
         to procure the implementation or completion of the Transaction and any matters
         incidental to the Transaction with such non-material modifications,
         variations, revisions, waivers or amendments as they may deem necessary,
         expedient or desirable.
 2.      Subject to, and conditional upon passing of Resolution 1, and for the purpose    1,129,881,043     1,126,750,638  99.72  3,130,405  0.28  2,531,494
         of ASX Listing Rule 10.1 only, to approve any acquisition or disposal of a
         substantial asset from or to China Baowu Steel Group Co., Ltd or its
         associates pursuant to a Future Transaction.(2)
 (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. "Withheld" votes and "abstained" votes do not
 have the same meaning as votes that are required to be "disregarded" under ASX
 Listing Rule 10.

 (2)  Resolution 2 was conditional upon Resolution 1 being passed.

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.

Rio Tinto is aware that a number of votes cast in favour of each of the
resolutions put to the shareholders of Rio Tinto plc and Rio Tinto Limited
have been cast by entities which may be considered under Australian Securities
Exchange (ASX) Listing Rule 10.1 to be associates of China Baowu Steel Group
Co., Ltd (Associates' Votes). The Associates' Votes include votes cast by
Shining Prospect Pte. Ltd (a subsidiary of the Aluminum Corporation of China
(Chinalco)) which holds 14.61% of the voting rights in Rio Tinto plc, giving
it voting power of 11.26% in the Rio Tinto Group on Joint Decision Matters.

If the Associates' Votes cast in favour of Resolutions 1 and 2 were treated as
if they had not been cast, as required under ASX Listing Rule 10, Resolutions
1 and 2 would nevertheless have passed with the requisite majority.

The proposed joint venture with China Baowu Steel Group remains subject to a
number of other conditions precedent being satisfied. Subject to satisfaction
of those conditions, the transaction is expected to be finalised in late 2022
and, following receipt of all necessary approvals, construction is expected to
commence in 2023.

 

 

 Contacts  Please direct all enquiries to media.enquiries@riotinto.com

 

 Media Relations, UK         Media Relations, Australia

 Matthew Klar                Matt Chambers

 M+ 44 7796 630 637          M +61 433 525 739

 David Outhwaite             Jesse Riseborough

 M +44 7787 597 493          M +61 436 653 412

 Media Relations, Americas

 Simon Letendre              Investor Relations, Australia

M +1 514 796 4973

                           Tom Gallop

Malika Cherry              M +61 439 353 948
 M  +1 418 592 7293
Amar Jambaa

 Investor Relations, UK      M +61 472 865 948

 Menno Sanderse

 M: +44 7825 195 178

 David Ovington

 M +44 7920 010 978

 Clare Peever

 M +44 7788 967 877

 Rio Tinto plc               Rio Tinto Limited

 6 St James's Square         Level 43, 120 Collins Street

London SW1Y 4AD

United Kingdom             Melbourne 3000

 T +44 20 7781 2000          Australia

Registered in England

 No. 719885

                             T +61 3 9283 3333

                             Registered in Australia

                             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 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 and 2 to an
appointment specifying that a proxy abstain on a resolution should, when
referring to voting at Rio Tinto plc's 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  1                                              Rio Tinto plc  Rio Tinto Limited
 (#_edn1)
 1                                        a)      For the purposes of ASX Listing Rule 10.1 and all other purposes,
                                          to approve the Transaction, and the entry into and performance of the
                                          Transaction Documents; and

                                          b)      to authorise the Directors (or any duly constituted committee
                                          thereof) to do all necessary, expedient or desirable things to implement,
                                          complete or to procure the implementation or completion of the Transaction and
                                          any matters incidental to the Transaction with such non-material
                                          modifications, variations, revisions, waivers or amendments as they may deem
                                          necessary, expedient or desirable.
 Total number of proxy votes exercisable by all proxies validly appointed:                                                 924,040,464    205,888,977
 Total number of proxy votes in respect of which the appointments specified
 that the proxy:
 (i)     was to vote for the resolution                                                                                    921,860,628    203,276,416
 (ii)    was to vote against the resolution                                                                                1,982,001      843,607
 (iii)   was to abstain on the resolution                                                                                  1,925,954      537,385
 (iv)   may vote at the proxy's discretion                                                                                 197,835        1,768,954
 2                                        Subject to, and conditional upon passing of Resolution 1, and for the purpose
                                          of ASX Listing Rule 10.1 only, to approve any acquisition or disposal of a
                                          substantial asset from or to China Baowu Steel Group Co., Ltd or its
                                          associates pursuant to a Future Transaction.
 Total number of proxy votes exercisable by all proxies validly appointed:                                                 923,982,917    205,878,369
 Total number of proxy votes in respect of which the appointments specified
 that the proxy:
 (i)     was to vote for the resolution                                                                                    921,662,334    203,097,525
 (ii)    was to vote against the resolution                                                                                2,120,551      1,009,884
 (iii)   was to abstain on the resolution                                                                                  1,983,501      547,993
 (iv)   may vote at the proxy's discretion                                                                                 200,032        1,770,960

 

 

 1  (#_ednref1) The total number of proxy votes may include Associates' Votes.
Refer to the main part of this announcement for further details.

 

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