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RIO TINTO LIMITED — Proxy Solicitation & Information Statement 2021
Mar 18, 2021
65705_rns_2021-03-18_f70e9f9d-48bb-4b44-a32b-861c48c84ebc.pdf
Proxy Solicitation & Information Statement
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Lodge your proxy form
Lodge your proxy form online:
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 1.00pm (AWST) on Tuesday, 4 May 2021
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 certifi ed 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 offi ce 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 "Certifi cate of Appointment of Corporate Representative" prior to admission. A form of the certifi cate 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. X
I/We being a shareholder/s of Rio Tinto Limited hereby appoint
| the ChairmanORof the meeting | Please leave this box blank if you haveselected the Chairman. Do not insert yourown name(s). | |
|---|---|---|
| -------------------------------------- | -- | ------------------------------------------------------------------------------------------------------ |
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the meeting ('Chairman'), as my/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 fi t) at the annual general meeting of Rio Tinto Limited to be held at the BelleVue Ballroom, Level 3, the Perth Convention & Exhibition Centre, 21 Mounts Bay Road, Perth, Western Australia on Thursday, 6 May 2021 at 1.00pm (AWST) 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 becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy in favour of resolutions 2, 3, 4 and 17 (except where I/we have indicated a different voting intention below) even though resolutions 2, 3, 4 and 17 are connected directly or indirectly with the remuneration of a member of key management 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 and 17 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.
| BoardRecommendation | For | Against | Abstain | ||
|---|---|---|---|---|---|
| 1 | Receipt of the 2020 Annual report | FOR | |||
| 2* | Approval of the Remuneration Policy | FOR | |||
| 3* | Approval of the Directors' Remuneration Report: Implementation Report | FOR | |||
| 4* | Approval of the Directors' Remuneration Report | FOR | |||
| 5 | To re-elect Megan Clark AC as a director | FOR | |||
| 6 | To re-elect Hinda Gharbi as a director | FOR | |||
| 7 | To re-elect Simon Henry as a director | FOR | |||
| 8 | To re-elect Sam Laidlaw as a director | FOR | |||
| 9 | To re-elect Simon McKeon AO as a director | FOR | |||
| 10 | To re-elect Jennifer Nason as a director | FOR | |||
| 11 | To re-elect Jakob Stausholm as a director | FOR | |||
| 12 | To re-elect Simon Thompson as a director | FOR | |||
| 13 | To re-elect Ngaire Woods CBE as a director | FOR | |||
| 14 | Re-appointment of auditors | FOR | |||
| 15 | Remuneration of auditors | FOR | |||
| 16 | Authority to make political donations | FOR | |||
| 17* Renewal of and amendment to the Rio Tinto Global Employee Share Plan | FOR | ||||
| 18 | Renewal of off-market and on-market share buy-back authorities (special resolution) | FOR | |||
| 19 | Requisitioned resolution on emissions targets | FOR | |||
| 20 | Requisitioned resolution on climate-related lobbying | FOR |
| SIGN | Signature of shareholder(s)This section must be completed. | |||
|---|---|---|---|---|
| Individual or shareholder 1 | Shareholder 2 | Shareholder 3 | Date | |
| / | / | |||
| or sole director and sole company secretary | or company director | or company director/company secretary | ||


