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RIO TINTO LIMITED Proxy Solicitation & Information Statement 2022

Sep 14, 2022

65705_rns_2022-09-14_e3a1c499-9a6d-487a-a04b-d553cf11c90b.pdf

Proxy Solicitation & Information Statement

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Rio Tinto Limited ABN 96 004 458 404

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 - Extraordinary general meeting

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Cast your proxy online at www.investorvote.com.au

Your secure access information is:

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Register at www.investorcentre.com/RIO

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elect for ecommunications & manage your holding online

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PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

For your proxy appointment to be effective it must be received by 4:00pm (AWST) on Sunday, 23 October 2022

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.

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”.

GO ONLINE TO APPOINT YOUR PROXY, or turn over to complete the form

Proxy form

Appoint a proxy to vote on your behalf

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 Chairman OR of the meeting

Please leave this box blank if you have selected the Chairman. Do not insert your own 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 fit) at the extraordinary general meeting of Rio Tinto Limited to be held at the River View Rooms, Level 2, the Perth Convention and Exhibition Centre, 21 Mounts Bay Road, Perth, Western Australia on Tuesday, 25 October 2022 at 4:00pm (AWST) and at any adjournment of that meeting.

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 For Against Abstain Against Abstain Against Abstain Against Abstain Against Abstain
Resolution 1
(a)For the purposes of ASX Listing Rule 10.1 and all other purposes, to approve the Transaction, and theentry into and performance of the Transaction Documents; and
FOR(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 Transactionand any matters incidental to the Transaction with such non-material modifcations, variations, revisions,waivers or amendments as they may deem necessary, expedient or desirable.
FORResolution 2Subject to, and conditional upon passing of Resolution 1, and for the purpose of ASX Listing Rule 10.1only, 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.

Capitalised terms in the above resolutions are as defined in the circular to shareholders dated 15 September 2022. The Chairman intends to vote undirected proxies in favour of each resolution.

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

R I O

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