REG - Rio Tinto - Results of Rio Tinto annual general meetings
05/05/2022 07:00
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RNS Number : 4275K Rio Tinto PLC 05 May 2022
5 May 2022
Results of Rio Tinto annual general meetings
The annual general meetings of Rio Tinto plc and Rio Tinto Limited were held
on 8 April 2022 and 5 May 2022 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 of each Rio
Tinto plc and Rio Tinto Limited, and Resolution 22 in the Rio Tinto plc notice
of meeting and the corresponding Resolution 19 in the Rio Tinto Limited notice
of meeting set out in tables 1 and 2 below, fall into this category.
Resolutions 18 to 21 of the Rio Tinto plc notice of meeting, in table 3 below,
were put to Rio Tinto plc shareholders only. Resolution 18 of the Rio Tinto
Limited notice of meeting, in table 4 below, was put to Rio Tinto Limited
shareholders only.
All resolutions were carried, except for Resolution 22 in the Rio Tinto plc
notice of meeting and the corresponding Resolution 19 in the Rio Tinto Limited
notice of meeting, the poll for which was not valid because more than 75% of
the votes validly cast on Resolution 3 (Approval of the 2021 Directors'
Remuneration Report) were cast in favour of that resolution.
Resolution 17, to approve Rio Tinto Group's Climate Action Plan, was endorsed
by Rio Tinto Limited and Rio Tinto plc shareholders, with 84% of the votes
validly cast on the resolution across the joint electorate voted in favour of
that resolution. The Climate Action Plan puts the low-carbon transition at the
heart of Rio Tinto's business strategy: combining investments in commodities
that enable the energy transition with actions to decarbonise the company's
operations and value chains.
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
(https://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 2021 Annual Report 1,109,705,149 1,106,438,236 99.71 3,266,913 0.29 20,451,863
2. Approval of the Directors' Remuneration Report: Implementation Report 1,118,631,817 1,074,361,923 96.04 44,269,894 3.96 11,499,374
3. Approval of the Directors' Remuneration Report 1,117,770,086 1,073,891,314 96.07 43,878,772 3.93 12,359,627
4. To elect Dominic Barton BBM as a director 1,118,980,333 1,093,669,797 97.74 25,310,536 2.26 11,166,359
5. To elect Peter Cunningham as a director 1,127,801,868 1,125,771,083 99.82 2,030,785 0.18 2,252,089
6. To elect Ben Wyatt as a director 1,127,753,907 1,122,629,915 99.55 5,123,992 0.45 2,300,993
7. To re-elect Megan Clark AC as a director 1,127,942,691 1,034,147,529 91.68 93,795,162 8.32 2,202,684
8. To re-elect Simon Henry as a director 1,126,943,956 1,072,429,146 95.16 54,514,810 4.84 3,204,234
9. To re-elect Sam Laidlaw as a director 1,127,882,458 1,045,126,420 92.66 82,756,038 7.34 2,267,071
10. To re-elect Simon McKeon AO as a director 1,127,915,093 1,077,546,804 95.53 50,368,289 4.47 2,230,282
11. To re-elect Jennifer Nason as a director 1,127,910,066 1,076,539,138 95.45 51,370,928 4.55 2,235,309
12. To re-elect Jakob Stausholm as a director 1,127,931,604 1,121,633,343 99.44 6,298,261 0.56 2,214,435
13. To re-elect Ngaire Woods CBE as a director 1,127,913,097 1,076,957,425 95.48 50,955,672 4.52 2,231,528
14. Re- appointment of auditors 1,128,264,407 1,119,984,108 99.27 8,280,299 0.73 1,884,692
15. Remuneration of auditors 1,127,776,623 1,126,045,772 99.85 1,730,851 0.15 2,372,086
16. Authority to make political donations 1,128,064,199 1,118,547,189 99.16 9,517,010 0.84 2,074,281
17. Climate Action Plan 1,100,727,843 927,804,087 84.29 172,923,756 15.71 29,413,160
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 poll for Resolution 22 in the Rio Tinto plc notice of meeting and the
corresponding Resolution 19 in the Rio Tinto Limited notice of meeting was not
valid because more than 75% of the votes validly cast on Resolution 3
(Approval of the 2021 Directors' Remuneration Report) were cast in favour of
that resolution. Poll figures are provided below for information purposes
only, and do not constitute a voting result.
Resolution Total Votes Cast For Against Withheld/ Abstained ¹
Number % Number %
19/22. Resolution to hold a meeting for fresh election of directors (conditional 1,126,473,984 26,300,905 2.33 1,100,173,079 97.67 3,644,573
item)(2)
(2 )Resolution 22 in the Rio Tinto plc notice of meeting and Resolution 19 in
the Rio Tinto Limited notice of meeting are corresponding resolutions.
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 2022. Resolution 18 was
carried as an ordinary resolution and resolutions 19 to 21 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
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/ Abstained
Number % Number %
18. General authority to allot shares 920,552,687 906,818,271 98.51 13,734,416 1.49 2,155,910
19. Disapplication of pre-emption rights 920,160,412 915,306,396 99.47 4,854,016 0.53 2,550,514
20. Authority to purchase Rio Tinto plc shares 921,105,942 732,358,932 79.51 188,747,010 20.49 1,602,135
21. Notice period for general meetings other than annual general meetings 921,160,622 878,544,694 95.37 42,615,928 4.63 1,547,188
Resolution 20 '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 20. 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
Resolution 18 below was put to Rio Tinto Limited shareholders only. Resolution
18 was carried as a special resolution. The results of the poll were as
follows:
Resolution Total Votes Cast For Against Withheld /
Abstained
Number % Number %
18. Renewal of off-market and on-market share buy-back authorities 206,804,067 205,283,446 99.26 1,520,621 0.74 638,387
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, UK Media Relations, Australia
Illtud Harri Jonathan Rose
M +44 7920 503 600 M +61 447 028 913
David Outhwaite Matt Chambers
M +44 7787 597 493 M +61 433 525 739
Media Relations, Americas Jesse Riseborough
Matthew Klar M +61 436 653 412
T +1 514 608 4429
Investor Relations, Australia
Investor Relations, UK Amar Jambaa
Menno Sanderse M +61 472 865 948
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 7, 360 Collins Street
London SW1Y 4AD
United Kingdom Melbourne 3000
Australia
T +44 20 7781 2000
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 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 1-17 and Resolutions 22
in the Rio Tinto plc notice of meeting and the corresponding Resolution 19 in
the Rio Tinto Limited notice of meeting, 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 2021 Annual Report
Total number of proxy votes exercisable by all proxies validly appointed: 906,790,072 201,557,768
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 903,956,248 198,716,680
(ii) was to vote against the resolution 2,527,270 187,515
(iii) was to abstain on the resolution 14,661,083 5,786,546
(iv) may vote at the proxy's discretion 306,554 2,653,573
2. Approval of the Directors' Remuneration Report: Implementation Report
Total number of proxy votes exercisable by all proxies validly appointed: 910,660,716 206,618,672
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 873,614,361 197,099,799
(ii) was to vote against the resolution 36,745,085 6,895,782
(iii) was to abstain on the resolution 10,788,624 725,488
(iv) may vote at the proxy's discretion 301,270 2,623,091
3. Approval of the Directors' Remuneration Report
Total number of proxy votes exercisable by all proxies validly appointed: 909,802,814 206,623,571
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 873,253,429 196,986,341
(ii) was to vote against the resolution 36,251,715 6,997,850
(iii) was to abstain on the resolution 11,646,024 719,613
(iv) may vote at the proxy's discretion 297,670 2,639,380
4. To elect Dominic Barton BBM as a director
Total number of proxy votes exercisable by all proxies validly appointed: 910,877,553 206,782,617
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 885,759,860 203,620,215
(ii) was to vote against the resolution 24,815,038 493,912
(iii) was to abstain on the resolution 10,573,431 561,006
(iv) may vote at the proxy's discretion 302,655 2,668,490
5. To elect Peter Cunningham as a director
Total number of proxy votes exercisable by all proxies validly appointed: 919,750,666 206,721,557
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 918,204,266 203,278,655
(ii) was to vote against the resolution 1,242,283 786,916
(iii) was to abstain on the resolution 1,700,283 529,366
(iv) may vote at the proxy's discretion 304,117 2,655,986
6. To elect Ben Wyatt as a director
Total number of proxy votes exercisable by all proxies validly appointed: 919,721,440 206,710,829
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 915,915,129 202,416,199
(ii) was to vote against the resolution 3,504,528 1,610,903
(iii) was to abstain on the resolution 1,729,756 540,784
(iv) may vote at the proxy's discretion 301,783 2,683,727
7. To re-elect Megan Clark AC as a director
Total number of proxy votes exercisable by all proxies validly appointed: 919,740,218 206,881,147
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 846,092,206 183,957,537
(ii) was to vote against the resolution 73,344,327 20,240,943
(iii) was to abstain on the resolution 1,710,976 463,677
(iv) may vote at the proxy's discretion 303,685 2,682,667
8. To re-elect Simon Henry as a director
Total number of proxy votes exercisable by all proxies validly appointed: 919,323,422 206,847,171
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 876,356,992 192,520,336
(ii) was to vote against the resolution 42,664,696 11,635,790
(iii) was to abstain on the resolution 2,127,773 496,066
(iv) may vote at the proxy's discretion 301,734 2,691,045
9. To re-elect Sam Laidlaw as a director
Total number of proxy votes exercisable by all proxies validly appointed: 919,711,876 206,846,294
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 855,156,166 185,901,714
(ii) was to vote against the resolution 64,253,429 18,288,285
(iii) was to abstain on the resolution 1,739,072 498,529
(iv) may vote at the proxy's discretion 302,281 2,656,295
10. To re-elect Simon McKeon AO as a director
Total number of proxy votes exercisable by all proxies validly appointed: 919,726,262 206,868,668
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 881,262,680 192,205,284
(ii) was to vote against the resolution 38,162,557 11,992,189
(iii) was to abstain on the resolution 1,724,933 476,155
(iv) may vote at the proxy's discretion 301,025 2,671,195
11. To re-elect Jennifer Nason as a director
Total number of proxy votes exercisable by all proxies validly appointed: 919,719,763 206,873,328
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 879,925,049 192,510,239
(ii) was to vote against the resolution 39,492,100 11,678,123
(iii) was to abstain on the resolution 1,731,432 471,495
(iv) may vote at the proxy's discretion 302,614 2,684,966
12. To re-elect Jakob Stausholm as a director
Total number of proxy votes exercisable by all proxies validly appointed: 919,718,914 206,881,940
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 914,104,842 203,202,925
(ii) was to vote against the resolution 5,313,513 984,265
(iii) was to abstain on the resolution 1,732,282 462,656
(iv) may vote at the proxy's discretion 300,559 2,694,750
13. To re-elect Ngaire Woods CBE as a director
Total number of proxy votes exercisable by all proxies validly appointed: 919,718,694 206,878,328
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 880,372,560 192,495,214
(ii) was to vote against the resolution 39,046,112 11,708,952
(iii) was to abstain on the resolution 1,732,651 466,495
(iv) may vote at the proxy's discretion 300,022 2,674,162
14. Re- appointment of auditors
Total number of proxy votes exercisable by all proxies validly appointed: 920,031,713 206,899,083
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 912,427,273 203,782,257
(ii) was to vote against the resolution 7,285,540 442,351
(iii) was to abstain on the resolution 1,420,708 444,010
(iv) may vote at the proxy's discretion 318,900 2,674,475
15. Remuneration of auditors
Total number of proxy votes exercisable by all proxies validly appointed: 919,547,287 206,894,982
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 918,396,958 203,867,413
(ii) was to vote against the resolution 829,527 335,056
(iii) was to abstain on the resolution 1,905,134 447,243
(iv) may vote at the proxy's discretion 320,802 2,692,513
16. Authority to make political donations
Total number of proxy votes exercisable by all proxies validly appointed: 919,833,661 206,899,074
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 912,313,709 202,012,555
(ii) was to vote against the resolution 7,213,134 2,269,489
(iii) was to abstain on the resolution 1,607,076 443,710
(iv) may vote at the proxy's discretion 306,818 2,617,030
17. Climate Action Plan
Total number of proxy votes exercisable by all proxies validly appointed: 898,296,562 201,093,410
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 758,159,068 166,523,274
(ii) was to vote against the resolution 139,820,512 31,946,634
(iii) was to abstain on the resolution 23,151,516 6,246,416
(iv) may vote at the proxy's discretion 316,982 2,623,502
19/22. Resolution to hold a meeting for fresh election of directors
(conditional item)(1)
Total number of proxy votes exercisable by all proxies validly appointed: 918,530,541 206,605,871
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 24,007,183 2,236,300
(ii) was to vote against the resolution 894,136,393 201,735,080
(iii) was to abstain on the resolution 2,917,838 737,023
(iv) may vote at the proxy's discretion 386,965 2,634,491
(1 )Resolution 22 in the Rio Tinto plc notice of meeting and Resolution 19 in
the Rio Tinto Limited notice of meeting are corresponding resolutions.
PROXY POSITION FOR RIO TINTO PLC ONLY MATTERS - RESOLUTIONS FROM MEETING HELD Rio Tinto plc
ON 8 APRIL 2022
18. General authority to allot shares
Total number of proxy votes exercisable by all proxies validly appointed: 919,296,547
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 905,254,940
(ii) was to vote against the resolution 13,732,937
(iii) was to abstain on the resolution 2,155,873
(iv) may vote at the proxy's discretion 308,670
19. Disapplication of pre-emption rights
Total number of proxy votes exercisable by all proxies validly appointed: 918,899,871
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 913,721,705
(ii) was to vote against the resolution 4,862,732
(iii) was to abstain on the resolution 2,550,477
(iv) may vote at the proxy's discretion 315,434
20. Authority to purchase Rio Tinto plc shares
Total number of proxy votes exercisable by all proxies validly appointed: 919,831,812
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 730,767,201
(ii) was to vote against the resolution 188,744,798
(iii) was to abstain on the resolution 1,602,100
(iv) may vote at the proxy's discretion 319,813
21. Notice period for general meetings other than annual general meetings
Total number of proxy votes exercisable by all proxies validly appointed: 919,900,079
Total number of proxy votes in respect of which the appointments specified
that the proxy:
(i) was to vote for the resolution 876,988,463
(ii) was to vote against the resolution 42,607,387
(iii) was to abstain on the resolution 1,547,153
(iv) may vote at the proxy's discretion 304,229
PROXY POSITION FOR RIO TINTO LIMITED ONLY MATTERS - RESOLUTIONS FROM MEETING Rio Tinto Limited
HELD ON 5 MAY 2022
18. Renewal of off-market and on-market share buy-back authorities
Total number of proxy votes exercisable by all proxies 206,707,131
validly appointed:
Total number of proxy votes in respect of which the
appointments specified that the proxy:
(i) was to vote for the resolution 202,536,526
(ii) was to vote against the resolution 1,510,796
(iii) was to abstain on the resolution 637,692
(iv) may vote at the proxy's discretion 2,659,809
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