RIO TINTO LIMITED — Proxy Solicitation & Information Statement 2018

Mar 13, 2018

Lodge your proxy form

: Lodge your proxy form online:

www.investorvote.com.au * By mail or person:

Rio Tinto Limited Share Registry Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

Yarra Falls, 452 Johnston Street Abbotsford VIC 3067 Australia

Registered Office of Rio Tinto Limited Level 7, 360 Collins Street Melbourne VIC 3000 Australia

Alternatively you can fax your form to:

(within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call: (within Australia) 1800 813 292 (outside Australia) +61 3 9415 4030

Proxy form - Annual general meeting

For your proxy appointment to be effective it must be received by 9:30am (AEST) on Monday, 30 April 2018

Appointment of proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may, to the extent permitted by law, vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you may specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a shareholder of the company.

Comments & questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

Please DO NOT mark any change of address on this form. Log in at www.investorcentre.com/RIO to manage your holding details online.

Explanatory notes

Signing instructions

Individual: Where the holding is in one name, the shareholder must sign.

Joint holding: Where the holding is in more than one name, all of the shareholders should sign.

Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this form when you return it.

Companies: Where the company has a sole director who is also the sole company secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a company secretary, a sole director can also sign alone. Otherwise this form must be signed by a director jointly with either another director or a company secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the meeting

Bring this form to assist registration. If a representative of a corporate shareholder or proxy is to attend the meeting you will need to provide the appropriate "Certificate of Appointment of Corporate Representative" prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com/RIO under the help tab, "Printable Forms".

Proxy form

Appoint a proxy to vote on your behalf STEP 1 Please use a black pen. Mark with an X inside the box as shown in this example. I/We being a shareholder/s of Rio Tinto Limited hereby appoint

	the Chairman	OR
	of the meeting		own name(s).

Please leave this box blank if you have selected the Chairman. Do not insert your

X

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of themeeting ('Chairman'), asmy/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, to the extent permitted by law, as the proxy sees fit) at the annual generalmeeting of Rio Tinto Limited to be held at theGrand Ballroom, SofitelMelbourneOn Collins, 25 Collins Street,Melbourne, Victoria on Wednesday, 2May 2018 at 9:30am (AEST) and at any adjournment of that meeting.

*Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman as my/our proxy (or the Chairman becomesmy/our proxy by default), I/we expressly authorise the Chairman to exercisemy/our proxy in favour of resolutions 2, 3, 4, 5A and 5B (exceptwhere I/we have indicated a different voting intention below) even though resolutions 2, 3, 4, 5A and 5B are connected directly or indirectly with the remuneration of amember of keymanagement personnel, which includes the Chairman. If the Chairman is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on resolutions 2, 3, 4, 5A and 5B by marking the appropriate box in step 2 below.

STEP 2 Items of business

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted in computing the required majority.

	For	Against	Abstain		For	Against	Abstain
Resolution 1Receipt of the 2017 Annual report				Resolution 11To re-elect Sam Laidlaw as a director
Resolution 2*Approval of the Remuneration Policy				Resolution 12To re-elect Michael L'Estrange as a director
Resolution 3*Approval of the Directors' Remuneration Report:Implementation Report				Resolution 13To re-elect Chris Lynch as a director
Resolution 4*Approval of the Directors' Remuneration Report				Resolution 14To re-elect Simon Thompson as a director
Resolution 5A*Approval of the Rio Tinto 2018 Equity Incentive Plan				Resolution 15Re-appointment of auditors
Resolution 5B*Approval of potential termination benefits payable under				Resolution 16Remuneration of auditors
the Rio Tinto 2018 Equity Incentive Plan				Resolution 17Authority to make political donations
Resolution 6To re-elect Megan Clark as a director				Resolution 18
Resolution 7To re-elect David Constable as a director				Renewal of off-market and on-market sharebuy-back authorities
Resolution 8				Resolutions NOT endorsed by the board
To re-elect Ann Godbehere as a director				Resolution 19
Resolution 9To re-elect Simon Henry as a director				Requisitioned resolution to amend the constitution ofRio Tinto Limited
Resolution 10To re-elect Jean-Sébastien Jacques as a director				Resolution 20Requisitioned resolution on public policy advocacy on climatechange and energy
				The Chairman intends to vote undirected proxies in favour of each resolution except for resolutions 19 and 20 where the Chairman intends to vote against.

**SIGN Signature of shareholder(s)**This section must be completed. Date / / Individual or shareholder 1 or sole director and sole company secretary Shareholder 2 or company director Shareholder 3

	or company director/company secretary
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