Rio Tinto PLC — AGM Information 2011

Apr 14, 2011

RIO TINTO PLC

SPECIAL RESOLUTIONS (passed on 14 April 2011)

Resolution 20 Disapplication of pre-emption rights

That, subject to the passing of resolution 19 above, the directors be empowered to allot equity securities (as defined in the 2006 Act) wholly for cash:

(i) pursuant to the authority given by paragraph (i) of resolution 19 above or where the allotment constitutes an allotment of ordinary shares by virtue of section 560(3) of the 2006 Act in each case:

(a) in connection with a pre-emptive offer: and

(b) otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of £9,792,000;

and

(ii) pursuant to the authority given by paragraph (ii) of resolution 19 above in connection with a rights issue,

as if Section 561(1) of the 2006 Act did not apply to any such allotment; such authority shall expire on the later of 14 April 2012 and the date of the 2012 annual general meeting. but so that the Company may make offers and enter into agreements during this period which would, or might, require equity securities to be allotted after the power ends and the board may allot equity securities under any such offer or agreement as if the power had not ended.

For the purposes of this resolution:

(a) "rights issue" has the same meaning as in resolution 19 above;

(b) "pre-emptive offer" means an offer of equity securities open for acceptance for a period fixed by the directors to (i) holders (other than the Company) on the register on a record date fixed by the directors of ordinary shares in proportion to their respective holdings and (ii) other persons so entitled by virtue of the rights attaching to any other equity securities held by them, but subject in both cases to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;

(c) reference to an allotment of equity securities shall include a sale of treasury shares; and

(d) the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

Resolution 21 Authority to purchase Rio Tinto plc shares

That:

(a) the Company, Rio Tinto Limited and any subsidiaries of Rio Tinto Limited be and are hereby authorised to purchase ordinary shares issued by the Company (RTP Ordinary Shares), such purchases to be made in the case of the Company by way of market purchase (as defined in Section 693 of the 2006 Act), provided that this authority shall be limited:

• so as to expire on the later of 14 April 2012 and the date of the 2012 annual $(i)$ general meeting, unless such authority is renewed prior to that time (except in relation to the purchase of RTP Ordinary Shares, the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry);
• so that the number of RTP Ordinary Shares which may be purchased pursuant to $(ii)$ this authority shall not exceed 152,273,000;
• so that the maximum price payable for each such RTP Ordinary Share shall be $(iii)$ not more than five per cent above the average of the middle market quotations for RTP Ordinary Shares as derived from the London Stock Exchange Daily Official List during the period of five business days immediately prior to such purchase; and
• so that the minimum price payable for each such RTP Ordinary Share shall be its $(iv)$ nominal value; and

(b) the Company be and is hereby authorised for the purpose of Section 694 of the 2006 Act to purchase off-market from Rio Tinto Limited and any of its subsidiaries any RTP Ordinary Shares acquired under the authority set out under (a) above pursuant to one or more contracts between the Company and Rio Tinto Limited on the terms of the form of contract which has been produced to the meeting (and is for the purpose of identification marked "D" and initialled by the chairman) (each, a Contract) and such Contracts be hereby approved. provided that:

• such authorisation shall expire on the later of 14 April 2012 and the date of the $(i)$ 2012 annual general meeting;
• the maximum total number of RTP Ordinary Shares to be purchased pursuant to $(ii)$ Contracts shall be 152,273,000; and
• $(iii)$ the price of RTP Ordinary Shares purchased pursuant to a Contract shall be an aggregate price equal to the average of the middle market quotations for RTP Ordinary Shares as derived from the London Stock Exchange Daily Official List during the period of five business days immediately prior to such purchase multiplied by the number of RTP Ordinary Shares the subject of the Contract or such lower aggregate price as may be agreed between the Company and Rio Tinto Limited, being not less than one penny.

Resolution 22

Notice period for general meetings other than annual general meetings

That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

Certified to be a true extract

A D Westley

Deputy Secretary

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