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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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