Rio Tinto PLC — AGM Information 2013

Mar 15, 2013

2013 Notice of annual general meeting

The annual general meeting of Rio Tinto plc will be held at 11.00am on Thursday, 18 April 2013 at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London, SW1.

This document is important and requires your immediate attention. If you have any doubts about the action you should take, contact your stockbroker, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000, immediately.

If you have sold or transferred all your shares in Rio Tinto plc, please send this document, together with the accompanying documents, at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

If you are unable to attend the annual general meeting, you can view the webcast at riotinto.com

Rio Tinto plc Registered office: 2 Eastbourne Terrace London W2 6LG (Registered in England, No: 719885)

Letter from the Chairman

Dear Shareholder,

I am pleased to invite you to Rio Tinto plc's annual general meeting, which will be held at 11.00am on Thursday, 18 April 2013 at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London, SW1.

This notice of meeting describes the business that will be proposed and sets out the procedures for your participation and voting. Your participation in the annual general meeting is important to Rio Tinto and a valuable opportunity for the board to consider with shareholders the performance of the Group. Please note that only shareholders, proxy holders and corporate representatives in attendance at the meeting will be eligible to ask questions of the directors.

Your directors are unanimously of the opinion that all of the resolutions to be proposed are in the best interests of shareholders and of Rio Tinto as a whole. Accordingly, they recommend that you vote in favour of all the resolutions.

If you are unable to attend the meeting to vote in person, please complete and submit your proxy form in line with the instructions on page 13. Submitting a proxy form will ensure your vote is recorded but will not prevent you from attending and voting at the meeting itself. If you are unable to attend the meeting we will be webcasting the event again this year on the Rio Tinto website.

The corresponding Rio Tinto Limited meeting will take place on Thursday, 9 May 2013. The result of the vote at the Rio Tinto plc meeting on resolutions 1 to 17 will be determined when the relevant polls are closed at the Rio Tinto Limited meeting and the results will be announced to the relevant stock exchanges and posted on our website after that date. The results of resolutions 18 to 21 will be released as soon as possible following the Rio Tinto plc meeting.

We look forward to your participation at the annual general meeting and thank you for your continued support.

Yours sincerely

Jan du Plessis Chairman 15 March 2013

Notice of annual general meeting

Notice is given that the annual general meeting of Rio Tinto plc will be held at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London, SW1 at 11.00am on Thursday, 18 April 2013, for the following purposes:

Resolution 1

Receipt of the 2012 Annual report

To receive the Company's financial statements and the reports of the directors and auditors for the year ended 31 December 2012.

Resolution 2

Approval of the Remuneration report To approve the Remuneration report for the year ended 31 December

2012 as set out in the 2012 Annual report.

Resolution 3 To re-elect Robert Brown as a director

Resolution 4 To re-elect Vivienne Cox as a director

Resolution 5 To re-elect Jan du Plessis as a director

Resolution 6 To re-elect Guy Elliott as a director

Resolution 7 To re-elect Michael Fitzpatrick as a director

Resolution 8 To re-elect Ann Godbehere as a director

Resolution 9 To re-elect Richard Goodmanson as a director

Resolution 10 To re-elect Lord Kerr as a director

Resolution 11 To re-elect Chris Lynch as a director

Resolution 12 To re-elect Paul Tellier as a director

Resolution 13 To re-elect John Varley as a director

Resolution 14 To re-elect Sam Walsh as a director

Resolution 15

Re-appointment of auditors

To re-appoint PricewaterhouseCoopers LLP as auditors of the Company to hold office until the conclusion of the next annual general meeting at which accounts are laid before the Company.

Resolution 16

Remuneration of auditors

To authorise the Audit Committee to determine the auditors' remuneration.

Resolution 17

Approval of the Performance Share Plan 2013

That the Performance Share Plan 2013 (PSP), as described in the explanatory notes to the notice of meeting (a copy of the rules of which is produced to the meeting and initialled by the chairman for the purposes of identification) be approved, subject to such modifications as the directors may consider necessary or desirable to take account of applicable regulatory requirements or prevailing practice, and that the directors be authorised to adopt and carry the PSP into effect and to establish further plans based on the PSP, but modified to

take account of overseas securities laws, exchange controls or tax legislation as long as shares made available under such further plans will be treated as counting against any limits in relation to participation in the PSP.

Resolution 18

General authority to allot shares

That the directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 (the 2006 Act) to exercise all the powers of the Company to allot, or to grant rights to subscribe for or convert any securities into shares:

• (i) up to an aggregate nominal amount of £46,596,259;
• (ii) comprising equity securities (as defined in the 2006 Act) up to a further nominal amount of £46,596,259 in connection with an offer by way of a rights issue;

such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the 2006 Act and to expire on the later of 18 April 2014 and the date of the 2014 annual general meeting but, in each case, so that the Company may make offers and enter into agreements during this period which would, or might, require ordinary shares to be allotted or rights to subscribe for or to convert any security into ordinary shares to be granted after the authority ends.

For the purposes of this resolution, "rights issue" means an offer to:

• (a) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
• (b) people who are holders of other equity securities if this is required by the rights of those securities or, if the directors consider it necessary, as permitted by the rights of those securities, to subscribe further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, 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.

Resolution 19

Disapplication of pre-emption rights

That, subject to the passing of resolution 18 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 18 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 £9,238,833; and
• (ii) pursuant to the authority given by paragraph (ii) of resolution 18 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 18 April 2014 and the date of the 2014 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 18 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 20

Authority to purchase Rio Tinto plc shares That:

• (a) the Company, Rio Tinto Limited and any subsidiaries of Rio Tinto Limited be 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:
• (i) so as to expire on the later of 18 April 2014 and the date of the 2014 annual 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);
• (ii) so that the number of RTP Ordinary Shares which may be purchased pursuant to this authority shall not exceed 141,200,784;
• (iii) so that the maximum price payable for each such RTP Ordinary Share shall be 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
• (iv) so that the minimum price payable for each such RTP Ordinary Share shall be its nominal value; and
• (b) the Company be 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 "B" and initialled by the company secretary) (each, a Contract) and such Contracts be approved, provided that:
• (i) such authorisation shall expire on the later of 18 April 2014 and the date of the 2014 annual general meeting;
• (ii) the maximum total number of RTP Ordinary Shares to be purchased pursuant to Contracts shall be 141,200,784; 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 21

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.

Note:

In accordance with Rio Tinto's Dual Listed Companies' Structure, as Joint Decision Matters, Resolutions 1 to 17 (inclusive) will be voted on by Rio Tinto plc and Rio Tinto Limited shareholders as a joint electorate and Resolutions 18 to 21 (inclusive) will be voted on by Rio Tinto plc shareholders only.

Resolutions 1 to 18 (inclusive) will be proposed as ordinary resolutions and Resolutions 19 to 21 (inclusive) will be proposed as special resolutions.

By order of the Board

Ben Mathews Secretary

2 Eastbourne Terrace London, W2 6LG

15 March 2013

Explanatory notes to the resolutions

Resolution 1

Receipt of the 2012 Annual report

The directors are required by company law to present the 2012 Annual report comprising the 2012 financial statements, the Directors' report and the Auditors' report on the financial statements to the meeting. These can be viewed on the Rio Tinto website: riotinto.com/reportingcentre2012.

Resolution 2

Approval of the Remuneration report

The Remuneration report for the year ended 31 December 2012 is set out on the Rio Tinto website and also on pages 92 to 125 of the 2012 Annual report. The Report describes the Group's remuneration strategy and policy and the remuneration arrangements in place for each executive director, other members of the Executive Committee and the non-executive directors. It meets statutory requirements in Australia and the United Kingdom.

The Report also includes a letter from the Remuneration Committee chairman providing context to 2012 remuneration outcomes, together with information to help shareholders understand what the executives were paid in 2012.

Resolutions 3 – 14

Re-election of directors

The board recognises that to achieve its vision of leadership in the mining and metals sector, a robust succession planning process is justified in order to secure the supply of directors with a diverse range of independent perspectives.

The board has adopted a policy whereby all directors are required to seek re-election by shareholders on an annual basis. Accordingly, all directors will retire and offer themselves for re-election.

Non-executive directors will continue to be expected to serve for a minimum of six years and not usually for more than nine years.

The board has also adopted a policy on directors' independence and it is satisfied that each non-executive director who is standing for re-election at the meeting is independent in accordance with this policy.

All of the directors have been subject to a performance evaluation, as described in the corporate governance section of the 2012 Annual report. Based on that evaluation, it is considered that the directors continue to be effective and demonstrate the level of commitment required in connection with their role and the needs of the business.

Biographical details in support of each director's re-election are provided below.

Robert Brown Non-executive director, BSc, age 68 Appointment: Director of Rio Tinto since 2010.

Skills and experience: Bob is a Canadian citizen and contributes his considerable experience in large, high-profile Canadian companies. He is chairman of Aimia Inc, a customer loyalty management provider, and serves on the board of BCE Inc (Bell Canada Enterprises), Canada's largest communications company. He was previously president and chief executive officer of CAE Inc, a world leader in flight simulation and training. Before that he spent 16 years at Bombardier Inc, the aerospace and transportation company, where he was first head of the Aerospace Group and then president and chief executive officer. He has also served as chairman of Air Canada and of the Aerospace Industries Association of Canada. Bob was inducted to the Order of Canada as well as l'Ordre National du Québec. He has been awarded honorary doctorates from five Canadian universities.

External appointments (current and recent): Non-executive director of Aimia Inc since 2005 and chairman since 2008, non-executive director of BCE Inc and Bell Canada since 2009 and non-executive director of Fier CPVC Montreal L.P., a venture capital firm, since 2005. He was president and chief executive officer of CAE Inc from 2004 until 2009, and non-executive director of Ace Aviation Holdings Inc from 2004 to 2009.

Based on a positive evaluation of his performance in 2012 and due to his considerable experience in large, high-profile Canadian companies, Bob continues to provide an important perspective to the board and its committees. Bob is recommended for re-election.

Vivienne Cox Non-executive director, MA (Oxon), MBA (INSEAD), age 53 Appointment: Director of Rio Tinto since 2005.

Skills and experience: Vivienne is a British citizen. She was executive vice president of Gas, Power and Renewables and former chief executive of BP Alternative Energy. During her career at BP she served in a variety of positions ranging from supply and trading, to commercial, finance and exploration and renewable energy. Vivienne holds degrees in chemistry from Oxford University and in business administration from INSEAD.

External appointments (current and recent): Non-executive director of BG Group plc, the exploration arm of British Gas, since February 2012, non-executive director of Pearson plc since January 2012 and senior independent non-executive director since January 2013, non-executive director of the UK Department for International Development since 2010, non-executive director of The Climate Change Organisation since 2010, non-executive director of Climate Change Capital Limited and nonexecutive chairman from 2008 and 2009 respectively until March 2012. Member of the supervisory board of Vallourec, a steel tube maker, since 2010, member of the offshore advisory committee of Mainstream Renewable Power from 2010 until December 2012 and a member of the board of INSEAD business school since 2009.

Vivienne's wide-ranging business experience is highlighted by her ability to make a major contribution to the board. Based on a positive evaluation of her performance in 2012, Vivienne is recommended for re-election.

Jan du Plessis Chairman, B.Com, LLB, CA(SA), age 59 Appointment: Director of Rio Tinto since 2008. He was appointed chairman in 2009.

Skills and experience: Jan, a South African and British citizen, worked in various management positions in the South African Rembrandt Group from 1981 and in 1988 became group finance director of Compagnie Financière Richemont, the Swiss luxury goods group, before being appointed chairman of British American Tobacco plc (BAT) in 2004, a position which he held until 2009. Jan has been based in Europe for most of his career.

External appointments (current and recent): Non-executive director of Marks and Spencer Group plc since 2008 and senior independent non-executive director since March 2012. Non-executive director of BAT from 1999 until 2009 and chairman of the board from 2004 until 2009. Non-executive director and chairman of the audit committee of Lloyds Banking Group plc from 2005 and 2008 respectively until 2009.

Based on a positive evaluation of his performance in 2012, led by the senior independent director, the directors have concluded that Jan continues to demand the highest standards of corporate governance and, in doing so, he provides strong and effective leadership to the board, its decision-making processes and the Rio Tinto Group as a whole. He is therefore recommended for re-election.

Guy Elliott Chief financial officer, MA (Oxon), MBA (INSEAD), age 57 Appointment: Director and chief financial officer of Rio Tinto since 2002. Guy will retire at the end of 2013. He will continue in his role as chief financial officer until the conclusion of the annual general meeting of Rio Tinto plc on 18 April 2013. Thereafter, he remains on the board until 31 December 2013.

Explanatory notes to the resolutions continued

Skills and experience: Guy, a British citizen, has been with Rio Tinto for more than 30 years. He joined the Group in 1980 in the uranium marketing division having previously been in investment banking. He subsequently held a variety of commercial and management positions, including head of Business Evaluation and president of Rio Tinto Brasil, before becoming chief financial officer.

External appointments (current and recent): Non-executive director of Royal Dutch Shell plc since 2010 and chairman of its audit committee since 2011. Non-executive director and senior independent director of Cadbury plc from 2007 and 2008 respectively until 2010.

In the view of the board, Guy continues to provide strong and effective leadership to the Group, notably in the areas of strategy, investor relations, marketing and corporate finance. Therefore, Guy is recommended for re-election.

Michael Fitzpatrick Non-executive director, B Eng, BA (Oxon), age 60 Appointment: Director of Rio Tinto since 2006.

Skills and experience: Michael, an Australian citizen, contributes wideranging investment and local knowledge of Australian business. He is chairman of Treasury Group Limited, a Sydney-based incubator of fund management companies, chairman of the Australian Football League and a former chairman of the Australian Sports Commission. After leaving professional football in 1983 and working for the Treasury of the State of Victoria and with investment banks in New York, Michael founded the pioneering infrastructure asset management company Hastings Funds Management Limited in 1994. He was a Rhodes Scholar in 1975.

External appointments (current and recent): Non-executive director of Carnegie Wave Energy Limited since November 2012, chairman of Infrastructure Capital Group Limited since 2009, chairman of the Treasury Group Limited since 2005, commissioner of the Australian Football League since 2003 and chairman since 2007, director of the Walter & Eliza Hall Institute of Medical Research since 2001 and chairman of the Victorian Funds Management Corporation from 2006 to 2008.

Michael has received a positive performance evaluation in 2012 and, due to his experience of the Australian financial services industry and as chairman of a major company, he continues to demonstrate his ability in ensuring shareholder value is maximised. His experience also enables him to provide an important contribution to the deliberations of the board and its committees. Michael is therefore recommended for re-election.

Ann Godbehere Non-executive director, FCGA, age 57 Appointment: Director of Rio Tinto since 2010 and chairman of the Audit Committee.

Skills and experience: Ann, a Canadian and British citizen, has more than 25 years' experience in the financial services industry. She spent ten years at Swiss Re, a global reinsurer, latterly as chief financial officer from 2003 until 2007. She was interim chief financial officer and executive director of Northern Rock bank after its nationalisation. Ann is a qualified accountant.

External appointments (current and recent): Non-executive director of British American Tobacco plc since 2011, non-executive director of UBS AG since 2009, non-executive director of Atrium Underwriting Group Limited and Arden Holdings Limited since 2007, non-executive director of Prudential Public Limited Company since 2007 and chairman of its audit committee since 2009, and chief financial officer and executive director of Northern Rock (Asset Management) plc from 2008 to 2009.

Ann makes a substantial contribution to the board and its Audit Committee, notably in the areas of financial control and the governance and effectiveness of the Group's risk management processes. Based on a positive evaluation of her performance in 2012, Ann is recommended for re-election.

Richard Goodmanson Non-executive director, MBA, BEc and BCom, B Eng (Civil), age 65

Appointment: Director of Rio Tinto since 2004 and chairman of the Sustainability Committee.

Skills and experience: Richard, a US citizen, was executive vice president and chief operating officer of DuPont until 2009. Prior to this he was president and chief executive officer of America West Airlines and senior vice president of operations for Frito-Lay, Inc., a North American division of PepsiCo. Richard has worked at senior levels for McKinsey & Co, where he led client service teams on major programmes of strategy development. He spent ten years in heavy civil engineering project management, principally in Southeast Asia, including the construction of the Hong Kong Subway System.

External appointments (current and recent): Non-executive director of Qantas Airways Limited since 2008, economic adviser to the governor of Guangdong Province, China from 2003 to 2009, executive vice president and chief operating officer of E.I. du Pont de Nemours and Company Limited from 1999 until 2009 and director of the United Way of Delaware, a charitable organisation, between 2002 and 2009.

In the view of the board and based on a positive evaluation of his performance in 2012, Richard's experience enables him to draw upon a wide range of skills in providing constructive input to the board. Richard has shown great leadership in his position as chairman of the Sustainability Committee and in overseeing that the Group's sustainability strategy is embedded throughout the business. He is therefore recommended for re-election.

Lord Kerr Non-executive director, GCMG, MA, age 71 Appointment: Director of Rio Tinto since 2003.

Skills and experience: John, a British citizen, was a member of the UK Diplomatic Service for 36 years and headed it from 1997 to 2002 as permanent under secretary at the Foreign Office. He previously served in HM Treasury and in the Soviet Union and Pakistan, and was ambassador to the European Union, and the US. He has been an Independent member of the House of Lords since 2004.

External appointments (current and recent): Advisory board member of Edinburgh Partners Limited since January 2012, director of Scottish Power Limited since 2009 and vice chairman since April 2012, chairman of the Centre for European Reform (London) since 2008, vice president of the European Policy Centre (Brussels) since 2007, trustee of the Carnegie Trust for the Universities of Scotland since 2005, director of The Scottish American Investment Company plc since 2002, deputy chairman of Royal Dutch Shell plc from 2005 to May 2012, chairman of the Court and Council of Imperial College London from 2005 to 2011, advisory board member of BAE Systems from 2008 to 2011, advisory board member of Scottish Power (Iberdrola) from 2007 to 2009, trustee of the National Gallery in London from 2002 to 2010, trustee of the Rhodes Trust from 1997 to 2010 and a Fulbright Commissioner from 2004 to 2009.

Lord Kerr has been a non-executive director since 2003. Given the recent executive changes, Lord Kerr has agreed to stand for re-election to the boards at the annual general meetings. The board considers that Lord Kerr will provide continuity given his significant knowledge of the business and has confirmed that he continues to be independent in carrying out his role. He is therefore recommended for re-election.

Chris Lynch Executive director, and chief financial officer – designate, BComm, MBA, age 59

Appointment: Appointed as a director of Rio Tinto with effect from 1 September 2011.

Skills and experience: Chris, an Australian citizen, has nearly 30 years' experience in the mining and metals industry and is also a leading figure in the Australian business community. His directorship reflects the significance of Australia to Rio Tinto's global operations. He was chief executive officer of the Transurban Group, an international toll road developer and manager with interests in Australia and North America, until July 2012. His career has

included seven years at BHP Billiton, where he was chief financial officer and then executive director and group president – Carbon Steel Materials. Prior to this Chris spent 20 years with Alcoa Inc where he was vice-president and chief information officer based in Pittsburgh and chief financial officer Alcoa Europe in Switzerland. He was also managing director of KAAL Australia Limited, a joint venture company formed by Alcoa and Kobe Steel. On 28 February 2013, the Company announced that Chris Lynch would become an executive director and chief financial officer-designate with effect from 1 March 2013. He succeeds Guy Elliott as chief financial officer at the conclusion of Rio Tinto plc's annual general meeting on 18 April 2013.

External appointments (current and recent): Chief executive officer of the Transurban Group Limited from 2008 until July 2012, non-executive director of AMT Management Limited, Citylink Melbourne Limited, Sydney Roads Limited and The Hills Motorway Limited during 2008, and commissioner of the Australian Football League since 2008.

Chris has nearly 30 years' experience in the mining and metals industry and he is also a leading figure in the Australian business community. The Group stands to gain from his considerable international experience gained from other global businesses following his recent appointment as chief financial officer-designate. The board recommends Chris's re-election.

Paul Tellier Non-executive director, LL.L, B.Litt (Oxon), LL.D, C.C., age 73 Appointment: Director of Rio Tinto since 2007.

Skills and experience: Paul, a Canadian citizen, entered the civil service in the 1970s. He was clerk of the Privy Council Office and secretary to the Cabinet of the Government of Canada from 1985 to 1992. He became president and chief executive officer of the Canadian National Railway Company from 1992 to 2002. Until 2004, he was president and chief executive officer of Bombardier Inc, the aerospace and transportation company.

External appointments (current and recent): Chairman of Global Container Terminals Inc since 2007, director of McCain Foods Limited since 1996, trustee of the International Accounting Standards Foundation since 2007, co-chair of the Prime Minister of Canada's Advisory Committee on the Renewal of the Public Service since 2006, strategic adviser to Société Générale (Canada) since 2005, member of the advisory board of General Motors of Canada since 2005, director of Bell Canada from 1996 to 2010, and director of BCE Inc (Bell Canada Enterprises) from 1999 to 2010.

Paul received a positive evaluation of his performance in 2012. He has many years' broad-based experience gained with the Canadian Government and also in industry as a director of large publicly-listed companies. Therefore, he is able to make a substantial contribution to the board and its committees. Based on this positive evaluation, he is recommended for re-election.

John Varley Non-executive director, BA, MA (Oxon), MA (London College of Law), age 56

Appointment: Appointed as a director of Rio Tinto with effect from 1 September 2011 and as chairman of the Remuneration Committee with effect from 18 October 2011. Appointed as senior independent director with effect from 8 May 2012.

Skills and experience: John, a British citizen, joined Barclays PLC in 1982 after working as a solicitor. He was chief executive of Barclays from 2004 until 2010. During a 28-year career with the bank he held several senior positions, including chairman of the Asset Management division, group finance director and deputy chief executive.

External appointments (current and recent): Director of Barclays PLC and Barclays Bank PLC from 1998 until 2010. Non-executive director of BlackRock Inc., an asset management firm, since 2009 and non-executive director of AstraZeneca plc since 2006, chairman of Marie Curie Cancer Care since 2011, chairman of Business Action on Homelessness since 2006 and president of the Business Disability Forum since 2005.

The board considers that John is a high-calibre addition to the board. His broad-ranging skills and experience in banking and financial markets, his all-round reputation and business judgment enhance the board's existing strengths. The board therefore recommends John's re-election.

Sam Walsh AO Chief executive, B Com (Melbourne), age 63 Appointment: Director of Rio Tinto since 2009 and chief executive since January 2013.

Skills and experience: Sam, an Australian citizen, joined Rio Tinto in 1991, following 20 years in the automotive industry at General Motors and Nissan Australia. He has held a number of management positions during his 21-year career at Rio Tinto including chief executive of the Aluminium group from 2001 to 2004, chief executive of the Iron Ore group from 2004 to 2009 and chief executive Iron Ore and Australia from 2009 to January 2013. Sam is a Fellow of the Australian Institute of Management, the Australasian Institute of Mining and Metallurgy, the Chartered Institute of Purchasing and Supply Management, the Australian Institute of Company Directors and the Australian Academy of Technical Science and Engineering. In June 2010, he was appointed an Officer in the General Division of the Order of Australia.

External appointments (current and recent): Director of Seven West Media Limited, Australia's largest diversified media business, from 2008 until January 2013.

Following his appointment as chief executive officer in January 2013, he is recommended for re-election.

Resolutions 15 and 16

Re-appointment and remuneration of auditors

The Company is required at each general meeting at which financial statements are laid to appoint auditors who will remain in office until the next general meeting at which financial statements are laid.

PricewaterhouseCoopers LLP have expressed their willingness to continue in office for a further year. In accordance with company law and good corporate governance practice, shareholders are also asked to authorise the Audit Committee to determine the auditors' remuneration.

Resolution 17

Approval of the Performance Share Plan 2013

Shareholders are asked to approve the adoption of a long-term incentive plan, the Performance Share Plan 2013 (PSP), for executive directors and employees.

A letter from the chairman of the Remuneration Committee setting out the main principles of, and changes to, the Company's LTIP structure is set out in the Annexure to these explanatory notes.

The PSP is similar to the Company's existing Performance Share Plan (which was approved in 2004 as the "Mining Companies Comparative Plan" and amended in 2011, with the approval of shareholders), but the rules and the proposed operation of the PSP incorporate changes designed to simplify the Group's long-term incentive framework and to reflect best practice developments in corporate governance. In particular:

• The PSP will replace the existing Performance Share Plan and Share Option Plan, significantly simplifying the overall framework.
• The award structure has been simplified by consolidating the current potential for 1.5 times vesting of awards for outstanding performance within the maximum face value of awards of 438 per cent of base salary.
• The PSP will introduce malus and claw back provisions to allow the directors of the Company (through the Remuneration Committee), in certain circumstances, to scale back unvested awards and claw back awards within two years of their release to participants.
• The performance period (discussed in the Annexure) will be extended to five years, as compared to four years under the existing Performance Share Plan and three years under the existing Share Option Plan, more appropriately to recognise the long-term timeframes over which the business operates. For awards in 2013 only, half will be based on a four-year period and half on a five-year period, as a means of transitioning to the new arrangements.

Explanatory notes to the resolutions continued

• The performance measures used to determine vesting will be broadened. As described in more detail in the Annexure, Total Shareholder Return (TSR) relative to the HSBC Global Mining Index and the MSCI World Index, as used under the existing Performance Share Plan, will be supplemented by the introduction of an additional measure, with equal weighting, of improvement in EBIT margin relative to a selected peer group. This is intended to incentivise management to deliver long-term shareholder value while maximising operational performance in the medium term.
• Where awards vest on leaving employment or a change of control of the Company, a time pro-rata reduction will apply if this occurs within 36 months from the date of grant (increased from 12 months – or, from 2012, 24 months for executive directors and product group executives – under the existing Performance Share Plan and the existing Share Option Plan).

The directors of the Company (through the Remuneration Committee) will be responsible for the operation of the plan. The Annexure contains a summary of the main terms of the PSP for which Rio Tinto is seeking shareholder approval, together with a description of the performance conditions which are intended to apply to the first awards. The summary should not be taken as affecting the interpretation of the rules of the PSP.

It should be noted that, if Resolution 17 is passed, it will authorise the adoption by the Company of the PSP and the adoption of a substantially identical plan by Rio Tinto Limited. Reference in this document to the PSP is, unless the context otherwise requires, to the plan in both its UK and Australian forms.

Resolution 18

General authority to allot shares

This resolution asks shareholders to renew the directors' authority to allot new shares. The authority, if approved, will expire on the later of 18 April 2014 and the date of the 2014 annual general meeting.

The authority will allow the directors generally to allot new shares, and grant rights to subscribe for, or convert other securities into shares up to a nominal value of £46,596,259, which is, in accordance with good corporate governance practice, equivalent to approximately 33 per cent of the total issued ordinary share capital of the Company, exclusive of treasury shares, as at 6 March 2013.

In addition, the authority will allow the directors to allot new shares, and grant rights to subscribe for, or convert other securities into shares up to a further nominal value of £46,596,259, only in connection with a rights issue, which is, again in accordance with good corporate governance practice, equivalent to approximately 33 per cent of the total issued ordinary share capital of the Company, exclusive of treasury shares, as at 6 March 2013.

At 6 March 2013, Rio Tinto plc held 13,367,631 treasury shares, which represents 0.94 per cent of the total number of Rio Tinto plc ordinary shares in issue, excluding treasury shares, at that date.

There are no present plans to undertake a rights issue or allot new shares other than in connection with employee share and incentive plans. The directors consider it desirable, however, to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place to finance business opportunities as they arise.

Resolution 19

Disapplication of pre-emption rights

If the directors wish to allot new shares (and other equity securities), or sell treasury shares, for cash, the 2006 Act requires that these shares are offered first to shareholders in proportion to their existing holdings. These rights are known as pre-emption rights.

There may be occasions, however, when, in order to act in the best interests of the Company, the directors need the flexibility to finance business opportunities as they arise or to conduct a rights issue or other pre-emptive offer without needing to comply with the strict requirements of the statutory pre-emption provisions.

Paragraph (i) of this resolution asks shareholders to authorise the directors to allot new shares pursuant to the authority given by paragraph (i) of resolution 18, or sell treasury shares, for cash: (a) in connection with a rights issue or other pre-emptive offer; or (b) otherwise up to a nominal value of £9,238,833, equivalent to five per cent of the combined issued ordinary share capital of the Company and Rio Tinto Limited as at 6 March 2013, exclusive of shares held in treasury by the Company, in each case without the shares first being offered to existing shareholders in proportion to their existing holdings.

Paragraph (ii) of this resolution asks shareholders to authorise the directors to allot new shares pursuant to the authority given by paragraph (ii) of resolution 18, or sell treasury shares, for cash, in connection with a rights issue without the shares first being offered to existing shareholders in proportion to their existing holdings. This is in line with corporate governance guidelines.

Additionally, the Group intends to follow the UK Pre-emption group's guidelines regarding the rolling three-year cumulative use of the authority sought under paragraph (i) (b), in that the cumulative use of the authority will not exceed 7.5 per cent without a prior consultation with shareholders.

Resolution 20

Authority to purchase Rio Tinto plc shares

Consistent with its practice in prior years, the Board is seeking authority to buy back shares in the Group. The overall purpose of the buyback resolution is to provide the Group with flexibility in the conduct of its capital management initiatives, whether through on or off-market share buybacks in either the Company or Rio Tinto Limited.

These approvals were most recently renewed at last year's annual general meetings and expire on the date of the 2013 annual general meeting. Under the authorities granted at the 2012 annual general meetings, up until 6 March 2013 no Rio Tinto plc ordinary shares have been bought back. No publicly held Rio Tinto Limited shares have been bought-back during the year.

While it is not currently the intention to exercise the authority sought under this resolution, there may be circumstances when share purchases may be in the best interests of the shareholders and therefore authority is sought for the Company, Rio Tinto Limited or any of its subsidiaries, to purchase up to ten per cent of the issued ordinary share capital of the Company during the period stated below. The directors will exercise this authority only after careful consideration, taking into account prevailing market conditions, other investment opportunities and the overall financial position of the Company.

The authority will expire on the later of 18 April 2014 and the date of the 2014 annual general meeting. The authority sought would permit the Company, Rio Tinto Limited or any of the subsidiaries to purchase up to 141,200,784 of the Company's shares, representing approximately ten per cent of its issued ordinary share capital, excluding the shares held in treasury, as at 6 March 2013. The maximum price that may be paid for an ordinary share (exclusive of expenses) is 105 per cent of the average middle market quotation for the five business days immediately preceding the purchase and the minimum price that may be paid for an ordinary share (exclusive of expenses) is its nominal value.

By way of illustration, the purchase of one per cent of the ordinary shares in both the Company and Rio Tinto Limited at the share prices and exchange rates prevailing on 6 March 2013 would, on the basis of the Group's 2012 financial statements, increase net debt and reduce equity attributable to shareholders by about US\$1,011 million and would increase the ratio of net debt to total capital by 1.3 percentage points, i.e. to approximately 26.2 per cent.

The total number of options to subscribe for shares and awards of shares outstanding at 6 March 2013 was 6,191,416 which represents 0.4 per cent of the issued ordinary share capital, excluding the shares held in treasury at that date. This excludes options and awards that the Company intends to settle without the issue of new shares or the sale of treasury shares.

If the Company were to buy back the maximum number of shares permitted pursuant to this resolution, then this number of options and awards would represent 0.5 per cent of the issued ordinary share capital, excluding the shares held in treasury.

Pursuant to the 2006 Act, the Company can hold the shares which have been repurchased itself as treasury shares and resell them for cash, cancel them (either immediately or at a point in the future), or use them for the purposes of its employee share plans. Whenever any shares are held as treasury shares, all dividend and voting rights on these shares are suspended. Any shares purchased under the authority, if approved, would be either held as treasury shares or cancelled. As at 6 March 2013, 13,367,631 treasury shares were held by the Company.

The authority being sought in paragraph (a) of resolution 20 extends to Rio Tinto Limited and its subsidiaries. Any purchase by the Company from Rio Tinto Limited (or its subsidiaries) of the Company's shares would be an off-market purchase and the 2006 Act requires the terms of any proposed contract for an off-market purchase to be approved by a special resolution of the Company before the contract is entered into.

The Company is seeking the approval of shareholders for such off-market purchases as may take place to be made at a price between nominal consideration of one penny per parcel of shares and market value. It is expected that such purchases will occur for nominal consideration. It is immaterial to the shareholders of either Company if Rio Tinto Limited or any of its subsidiaries make a gain or a loss on such transactions as they have no effect on the Group's overall resources. The underlying purpose of these transactions would be to facilitate the Group's ongoing capital management programme, with the intention of returning surplus cash to shareholders in the most efficient manner. The DLC Sharing Agreement contains the equalisation principles which ensure that entitlements to capital and income will be the same for all continuing shareholders regardless of which Company's shares are purchased or which Company acts as the purchaser.

Rio Tinto Limited will also seek to renew its shareholder approval to buy back shares at its 2013 annual general meeting on 9 May 2013.

Resolution 21

Notice period for general meetings other than annual general meetings

Changes made to the 2006 Act by the Companies (Shareholders' Rights) Regulations 2009 (the Shareholders' Rights Regulations) increased the notice period required for general meetings of the Company to 21 days, unless shareholders approve a shorter notice period, which cannot, however, be less than 14 clear days. Annual general meetings will continue to be held on at least 21 clear days' notice.

Before the coming into force of the Shareholders' Rights Regulations on 3 August 2009, the Company was able to call general meetings, other than an annual general meeting, on 14 clear days' notice without obtaining such shareholder approval. In order to preserve this ability, the Company has sought and obtained the required shareholder approval at each annual general meeting since 2009. Resolution 21 seeks to renew this approval. The approval will be effective until the Company's annual general meeting in 2014, when it is intended that a similar resolution will be proposed.

The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole.

Annexure

Dear Shareholder,

Our current long-term incentive plans (LTIPs) which were approved by shareholders in 2004, are due to expire in 2014. As we indicated to shareholders last year, we have undertaken a wide-ranging review of our LTIP arrangements to ensure that they continue to incentivise management to deliver our long-term strategy.

Based upon the views expressed by shareholders during our extensive consultations, the Remuneration Committee is recommending amendments to the Group's LTIPs for approval by shareholders at the 2013 annual general meetings. The new plans incorporate the views and feedback from many shareholders. We are grateful for the time shareholders took to meet with us and were encouraged by the overall level of support we received.

The main principles of and changes to our LTIP structure, all within the context of no increased overall reward opportunity, are:

• The simplification of our LTIP arrangements by reducing the number of plans from two to a single Performance Share Plan (PSP).
• The addition of a new performance measure (the improvement in our earnings before interest and tax (EBIT) margin relative to the EBIT margin improvement achieved by our major competitors) to complement the existing Total Shareholder Return (TSR) measures. This measure provides a good line of sight to executives; and, with TSR, incentivises management to deliver long-term shareholder value while maximising operational performance in the medium term. We believe that this EBIT margin performance measure will provide an appropriate measure for gauging the sustained operational performance of our business and encouraging the cost-competitive operation of our mining assets, a core part of our strategy.
• The extension of the vesting and performance period for awards under the PSP from four years to five. We consider that this duration more appropriately recognises the timeframes over which our business operates, reflecting the long-term nature of our sector, and enhances the alignment of our remuneration structure with our Company strategy.
• The simplification of the PSP award structure by consolidating the current potential for 1.5 times vesting of awards for outstanding performance within the maximum face value of awards of 438 per cent of base salary (i.e. the previous face value of 292 per cent with the potential for 1.5 times vesting).
• Strengthening the alignment of executives' interests with those of shareholders by increasing the executive shareholding guidelines from two to four times base salary for the chief executive; and from two to three times base salary for the other executives.
• The introduction of malus and claw back provisions to provide the Remuneration Committee with the ability to reduce or cancel unvested LTIP awards and to recover vested LTIP awards in certain circumstances.

Further details are provided in the explanatory notes to the notice of meeting and in particular in the following summary of the terms of the PSP.

The Remuneration Committee fully intends to keep the Group's long-term incentive arrangements under review, taking into account the practices of our key international competitors. This review will include the percentage of an award under the new PSP that vests for threshold performance, recognising that this is an important issue for some of the shareholders with whom we consulted.

The Remuneration Committee recognises the importance of ensuring that the outcomes of the Group's executive pay arrangements described in the Remuneration Report properly reflect the Group's overall performance and the experience of its shareholders over the performance period. It will exercise the discretions reserved to it accordingly.

On behalf of the Remuneration Committee, I recommend this resolution to shareholders.

Yours sincerely

John Varley Remuneration Committee chairman 15 March 2013 Remuneration Committee chairman 15 March 2013

Summary of the Performance Share Plan 2013 (PSP)

• 1 Eligibility and grant of awards all employees of any Group company, including the executive directors, are eligible to participate in the PSP. Grants will be made according to position, performance and potential with reference to external market practice. Awards will normally only be granted within 42 days after the announcement of the Company's results for any period.
• 2 Conditional awards and individual limits awards made to participants will be conditional on the satisfaction of one or more performance conditions set by the directors (the Performance Conditions). The Performance Conditions applicable to the first awards are described in paragraph 12 below, and the directors intend that the Performance Conditions for future awards will be no less challenging, taking into account prevailing market conditions. The value of awards (excluding the payment or value of any shares received in lieu of dividends, as described in paragraph 4 below) granted to any participant in any year may not exceed 438 per cent of base salary in the first year of the relevant Performance Period. Awards will not be pensionable.
• 3 Determination of vesting awards following the end of the period to which the Performance Conditions relate (the Performance Period), the extent to which it has been satisfied will be determined by the directors and vested awards will be satisfied in the form of shares in the Company (or at the discretion of the directors and to the extent permitted or required by local regulation, an equivalent amount in cash).

Even if a Performance Condition is satisfied, consistent with the power under the existing plan, the directors retain the discretion to reduce the level of vesting or determine that an award will not vest if they consider that the performance of a participant, the participant's product group or the Rio Tinto Group does not justify vesting to the extent otherwise determined.

Under the proposed rules of the PSP, the directors will also have the ability to reduce the level of vesting or determine that an award does not vest in certain circumstances, including:

• for any gross misconduct by a participant that has had or may have a material impact on the value or reputation of a Group company;
• where an error is found in published financial statements requiring a material downward restatement or which otherwise is material to the Group or the business division;
• where an exceptional event occurs that has a material impact on the value of any Group company; or
• for any other reason that the directors decide in a particular case.

In addition, under the proposed rules of the PSP, the directors will have the ability to claw back all or some of the shares (or the cash equivalent) released to a participant if certain circumstances occur during the two-year period post vesting of an award. The circumstances are deliberate misconduct by a participant that may have a material impact on the value or reputation of a Group company or for any other reason that the directors decide in a particular case.

4 Dividend equivalents – any participant who is entitled to receive a number of shares shall also be entitled to receive a number of additional shares whose market value reflects (or at the discretion of the directors and to the extent permitted or required by local regulation, an amount in cash that reflects) the aggregate cash amount of dividends that would have been paid to a holder of the relevant number of vested shares in respect of the financial years comprised in the Performance Period.

• 5 Leaving a Group company special provisions apply to participants who leave a Group company:
• If a participant dies before the end of a Performance Period, his outstanding awards will vest immediately, subject to pro-rata reduction if death occurs within 36 months from the date the award was granted.
• If a participant ceases to be employed by a Group company during a Performance Period by reason of resignation, dismissal arising from misconduct or any other reason (if the directors so decide in any particular case), his outstanding awards will lapse unless the directors decide otherwise.
• If a participant ceases to be employed by a Group company during a Performance Period for any other reason, his outstanding awards will not lapse, but will vest in accordance with the general rules of vesting described above. If his employment terminates within 36 months from the date of grant of an award, the number of shares in respect of which the award can vest will be reduced pro-rata.
• 6 Change of control in the event of a change of control of the Company, or the Company being wound up, during a Performance Period, the Performance Period will be deemed to end on the date on which control is obtained or the winding-up becomes effective and participants will receive the number of shares which reflects the degree to which the Performance Conditions have been satisfied at that date. If the Performance Period is deemed to end during the 36 months from the date of grant of the award, the number of shares in respect of which any award can vest, will be reduced pro-rata over that 36 months. Alternatively, in a change of control scenario, the directors may determine that awards will be exchanged for equivalent awards over shares in the acquiring company (with that company's agreement).
• 7 Variation of share capital in the event of a variation of the share capital of the Company and certain other corporate events, the directors have discretion, subject to applicable regulatory requirements, to make such adjustments as are necessary to ensure that participants are not disadvantaged. This discretion includes the ability for directors to amend a Performance Condition if other events occur which would make the amended Performance Condition a fairer measure of performance and would be no more difficult to satisfy, or to waive the Performance Conditions.
• 8 Plan limits under the Rio Tinto plc PSP, in any ten-year period, not more than ten per cent of the issued ordinary share capital of Rio Tinto plc may be issued or issuable under the PSP and all other employees' share plans operated by Rio Tinto plc. In addition, in any ten-year period, not more than five per cent of the issued ordinary share capital of Rio Tinto plc may be issued or issuable under the PSP and all other discretionary share plans adopted by Rio Tinto plc. These limits do not include awards which have lapsed or been surrendered. If treasury shares are used, Rio Tinto plc will, so long as required under the guidelines of the Association of British Insurers, count them towards the dilution limits set out above.

Under the Rio Tinto Limited PSP, limits imposed from time to time by the Australian Securities and Investments Commission standard relief (currently, five per cent in the previous five years, but subject to certain exceptions) will apply.

Annexure continued

9 Amendment – the directors have wide discretion in the operation of the PSP, including the power to amend the rules. However, in accordance with applicable UK requirements, provisions under the Rio Tinto plc form of the PSP relating to certain matters cannot be altered to the advantage of participants without prior approval of shareholders in general meeting (except for minor amendments to benefit the administration of the PSP; to take account of a change in legislation or to obtain or maintain appropriate tax, exchange control or regulatory treatment for participants in the PSP or for any Group company). Those matters are eligibility; the limits on the number of shares which may be awarded under the PSP; individual limits; the basis for determining a participant's entitlement to shares or cash under the PSP; the adjustment of awards in the event of a variation of capital; and the amendment rule. Similarly, changes to the Rio Tinto Limited PSP can be made by the directors subject to compliance with any requirements imposed from time to time by the Corporations Act and the Listing Rules of the Australian Securities Exchange.

The directors may also, without further shareholder approval, establish further plans based on the PSP, but modified to take account of overseas securities laws, exchange controls or tax legislation. Shares made available under such further plans will be treated as counting against any limits in relation to participation in the PSP.

• 10 Termination the directors may in their discretion resolve to terminate the PSP at any time, without prejudice to conditional awards already made. In any event, in accordance with applicable UK requirements, no awards under the Rio Tinto plc PSP may be granted after the tenth anniversary of the approval by shareholders.
• 11 Source of shares shares awarded under the PSP may be issued by the Company or the Company may procure the transfer of existing shares to participants. In the case of Rio Tinto plc, treasury shares may also be used.

If shares are issued, they will rank pari passu with existing shares on the date of allotment and application will be made for them to be admitted to the Official List of the London Stock Exchange or the Australian Securities Exchange, as the case may be.

Any necessary funds will be provided by the Company or any appropriate Group company. The PSP may operate in conjunction with a discretionary trust for the benefit of all employees to acquire shares to enable awards to be made, using funds provided by the Company or any appropriate Group company.

• 12 The initial Performance Conditions awards to be made in 2013 will vest subject to the achievement of stretching performance conditions, comparing Rio Tinto's performance against:
• One third TSR relative to the HSBC Global Mining Index
• One third TSR relative to the Morgan Stanley Capital World Index (MSCI)
• One third Improvement in EBIT margin relative to the following ten global mining comparators (for 2013 awards): Alcoa, Antofagasta, Anglo American, Barrick, BHP Billiton, Freeport, Peabody, Teck Resources, Vale and Xstrata.

Each component of the award will be assessed independently.

Half of the 2013 award will be based upon performance over the fouryear period to 31 December 2016 and half will be measured based upon performance over the five-year period to 31 December 2017.

For both of the TSR components, the award will vest based on the following schedule.

TSR performance over the relevant four or five-year Performance Period	Vesting (of each TSR component)
Outperformance of the index by 6 per cent per annum	100 per cent vests
Performance between equal to the index and 6 per cent outperformance	Proportionate vesting between 22.5 per cent and 100 per cent
Performance equal to index	22.5 per cent
Performance less than index	Nil vesting
TSR will be calculated in US dollars using a 12-month averaging period

Under the Improvement in EBIT Margin component, change in the EBIT margin of Rio Tinto and each of the comparator companies (measured on a "point to point" basis using the last financial year in the Performance Period and the financial year prior to the start of the Performance Period) will be calculated using independent third-party data. Vesting will be subject to Rio Tinto's ranked position using the

Ranked position of Rio Tinto's Improvement

following schedule:

at the start and end of the Performance Period.

in EBIT Margin over the relevant four or five-year Performance Period	Vesting (of the Improvement in EBIT Margin component)
Equal to or greater than the 2nd ranked company	100 per cent vests
Between the 5th and 2nd ranked companies	Proportionate vesting between 22.5 per cent and 100 per cent
Above the 6th ranked company	22.5 per cent
Equal to the 6th ranked company or below	Nil vesting

With respect to the EBIT margin measure, the Remuneration Committee will consider, on a discretionary basis, any specific, significant below the line items (e.g. impairments) reported by Rio Tinto or its peers during the Performance Period when determining any level of vesting indicated by third-party data.

Further information about the meeting

Entitlement to attend and vote

Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those shareholders registered in the register of members of the Company as at 6.00pm on 16 April 2013 (the Specified Time) shall be entitled to attend and vote at the aforesaid meeting in respect of the number of shares registered in their name at that time. Changes to entries on the relevant register of securities after the Specified Time shall be disregarded in determining the rights of any person to attend and vote at the meeting. If the meeting is adjourned to a time not more than 48 hours after the Specified Time applicable to the original meeting, that time will also apply for the purposes of determining the entitlement of members to attend and vote (and for the purposes of determining the number of votes they may cast) at the adjourned meeting. If, however, the meeting is adjourned for a longer period, then to be so entitled, members must be entered on the Company's register of members at a time which is not more than 48 hours before the time fixed for the adjourned meeting or, if the Company gives notice of the adjourned meeting, at the time specified in that notice.

Appointment of proxies

A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to exercise all or any of his rights to attend and to speak and vote at the meeting. A member may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. A proxy need not be a member of the Company.

Members entitled to vote will be provided with a proxy form. To be effective, the proxy form and any power of attorney under which it is executed (or a duly certified copy of any such power) must reach the transfer office of the Company at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY not less than 48 hours before the time of the meeting or adjourned meeting or (in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting) for the taking of the poll at which it is to be used. Completion and return of the proxy form will not prevent a member from attending and voting at the meeting in person.

Appointment of corporate representatives

Any corporation which is a member may appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that, if there is more than one corporate representative, they do not do so in relation to the same shares.

Proxy lodgement online

Shareholders can also lodge their proxy forms online at www.investorcentre.co.uk/eproxy and follow the prompts. To use this facility you will need the Control Number together with your Shareholder Reference Number (SRN) and PIN as shown on the proxy form. You will be taken to have signed the proxy form if you lodge it in accordance with the instructions on the website.

Nominated persons

The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with Section 146 of the 2006 Act (nominated persons). Nominated persons may have a right under an agreement with the member who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

Guests

Please notify the Company Secretary no later than 6.00pm on 16 April 2013 if you would like a guest to accompany you to the meeting. You should provide the name, address and the relationship or capacity of any guest, i.e. spouse, carer etc, in order to obtain an attendance card.

Please note, notwithstanding any notification of a guest being received by the Company Secretary by the deadline of 6.00pm on 16 April 2013, the Company reserves the right to refuse admission to non-shareholders.

Right to ask questions

Any member, proxy or corporate representative attending the meeting has the right to ask questions. The Company will answer questions relating to the business being dealt with at the meeting, but may choose not to answer if:

• (i) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; or
• (ii) the answer has already been given on a website in the form of an answer to a question; or
• (iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

Guests will not be permitted to ask questions.

Website publication of audit concerns

Under Section 527 of the 2006 Act, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to:

• (i) the audit of the Company's accounts (including the auditors' report and the conduct of the audit) that are to be laid before the annual general meeting for the financial year ended 31 December 2012; or
• (ii) any circumstance connected with an auditor of the Company appointed for the financial year ended 31 December 2012 ceasing to hold office since the previous meeting at which annual accounts and reports were laid.

The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Section 527 or 528 (requirements as to website availability) of the 2006 Act. Where the Company is required to place a statement on a website under Section 527 of the 2006 Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the annual general meeting for the relevant financial year includes any statement that the Company has been required under Section 527 of the 2006 Act to publish on a website.

Total voting rights

The total number of issued ordinary shares in the Company on 6 March 2013, which is the latest practicable date before the publication of this document, is 1,412,007,835 (excluding shares held in treasury). The voting arrangements for shareholders under the Group's Dual Listed Companies' structure are explained in the shareholder information sections of the 2012 Annual report.

Website availability of documents

A copy of this notice and other information required by Section 311A of the 2006 Act can be found by visiting www.riotinto.com

Further information about the meeting continued

Documents available for inspection

The following documents may be inspected at the registered office of the Company during normal business hours on any business day from the date of this notice until the close of the annual general meeting of Rio Tinto Limited on 9 May 2013 and also at The Queen Elizabeth II Conference Centre for at least 15 minutes prior to and during the annual general meeting of the Company:

• (a) proposed rules of the Rio Tinto Performance Share Plan;
• (b) proposed form of Contract between the Company and Rio Tinto Limited for the purchase off-market of ordinary shares issued by the Company;
• (c) copies of directors' service contracts and letters of appointment with Rio Tinto Group companies.

Webcast and photography

The live webcast may include the question and answer sessions with shareholders as well as background shots of those in attendance. Photographs may also be taken at the meeting and used in future Rio Tinto publications. If you attend the annual general meeting in person you may be included in the webcast recording and photographs.

General information

Shareholders should note that the doors to the annual general meeting will be open from 10.15am.

To facilitate entry into the meeting, shareholders are requested to bring with them the attendance card, which is attached to the proxy card.

Mobile phones may not be used in the meeting hall and cameras or any type of recording device are not allowed in the meeting hall.

Getting to the annual general meeting

Please refer to the map on the following page for the location of the annual general meeting.

By train

Charing Cross (0.7 miles)

Exit the front of Charing Cross Station and turn left towards Trafalgar Square. Turn left down Whitehall and continue until Parliament Square. Follow Parliament Square around to the right and turn right onto Broad Sanctuary. The Centre is on your right, directly opposite Westminster Abbey.

Victoria (0.7 miles)

Exit the front of Victoria Station, walk across the bus stand area and turn right onto Victoria Street. Continue along Victoria Street until you reach Westminster Abbey. The Centre is on your left, directly opposite Westminster Abbey.

Waterloo (1 mile)

Exit the station onto York Road. Turn left and walk to the roundabout with County Hall Hotel on your right. Cross York Road and take Westminster Bridge Road on your right. Cross the bridge to Parliament Square and follow Parliament Square around to the right. Turn right on to Broad Sanctuary. The Centre is on your right, directly opposite Westminster Abbey.

Eurostar

St Pancras International Station can be reached easily by public transport from Victoria Station.

By tube

Nearest tube stations

• Westminster (0.1 mile)

• St. James's Park (0.1 mile)

By car

The Centre is within easy reach of the A1, M1, M25, M11, M40, M4, M3, M2 and M23.

There is no car parking at the Centre; however there are four public NCP car parks nearby.

The Centre is located within the congestion charging zone. We advise you to find out more about congestion charging in London. Please be advised that it is quicker and easier to travel to the Centre using public transport.

By bus

Buses 11, 24, 53, 77a and 88 stop at Parliament Square. Continue forwards with Parliament Square on your left, then turn right onto Broad Sanctuary. The Centre is located on your right, directly opposite Westminster Abbey.

By air

Heathrow

Take the tube to Green Park on the Piccadilly line. Change to the Jubilee line and alight at Westminster.

Approximate journey time: 1 hour.

Alternatively take the Heathrow Express to Paddington and then take the Circle line tube to Westminster.

Approximate journey time: 1 hour.

Gatwick

Take the Gatwick Express to Victoria. The Centre is a 15 minute walk from Victoria via Victoria Street.

Approximate journey time: 45 minutes.

Stansted

Take the Stansted Express to Liverpool Street and then take the Circle line tube to Westminster.

Approximate journey time: 1 hour.

London City

Take the Jubilee line from the airport to Westminster.

Approximate journey time: 45 minutes.

Luton

Take one of the special connecting buses from the airport to Luton rail station, where trains run frequently to Kings Cross and then take the Circle line tube to Westminster.

Approximate journey time: 1 hour 15 minutes.

Special needs

The annual general meeting will be held in the Churchill auditorium on the ground floor and refreshments will be available in the Pickwick suite on the first floor. There are lifts to the first floor, all of which can accommodate wheelchair access and incorporate audio/ voice announcements.

There are eight accessible toilet facilities throughout the Centre and all are equipped with emergency alarms.

There is no fixed seating so wheelchair spaces can be positioned anywhere in the meeting room. In addition, all corridors provide for wheelchair access.

Car parking

Disabled delegates arriving at the Centre in a vehicle with a disabled badge displayed will be allowed to park on the forecourt of the building. Taxis and other vehicles will also be allowed on to the forecourt to enable disabled passengers to disembark more easily.

There is a ramp from the forecourt which leads to the front doors and is wide enough for easy wheelchair access.

Guide dogs

Guide dogs, hearing dogs and other assistance dogs are welcome.

Induction loops

There are induction loops fitted in the meeting rooms.

Getting to the annual general meeting and useful addresses

riotinto.com/reportingcentre2012 View our Annual report alongside our Annual review at riotinto.com/reportingcentre2012

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• receive all important shareholder notifications via email • vote electronically
• view your individual shareholding quickly and securely online • receive all important shareholder notifications via email
• set up a dividend mandate • view your individual shareholding quickly and securely online
• amend your registered postal address and your dividend mandate • set up a dividend mandate
• details • amend your registered postal address and your dividend mandate details

Rio Tinto plc Registered office

2 Eastbourne Terrace London, W2 6LG www.riotinto.com Rio Tinto plc 2 Eastbourne Terrace London, W2 6LG

Telephone: +44 (0) 20 7781 2000 www.riotinto.com

Fax: +44 (0) 20 7781 1800 Registrar Telephone: +44 (0) 20 7781 2000 Fax: +44 (0) 20 7781 1800

Please contact our registrar if you have any queries about Registrar

your shareholding: Computershare Investor Services PLC Please contact our registrar if you have any queries about your shareholding:

The Pavilions, Bridgwater Road, Bristol, BS99 6ZY www.investorcentre.co.uk/contactus Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

Telephone: +44 (0) 870 703 6364 www.investorcentre.co.uk/contactus

Fax: +44 (0) 870 703 6119 For UK residents only: Telephone: +44 (0) 870 703 6364 Fax: +44 (0) 870 703 6119

Freephone: 0800 435021 For UK residents only: Freephone: 0800 435021