Rio Tinto PLC

AGM Information • May 6, 2021

National Storage Mechanism | Additional information

RNS Number : 7874X

Rio Tinto PLC

06 May 2021

6 May 2021

Results of Rio Tinto annual general meetings

The annual general meetings of Rio Tinto plc and Rio Tinto Limited were held on 9 April 2021 and 6 May 2021 respectively.

Under Rio Tinto's dual listed companies structure established in 1995, decisions on significant matters affecting shareholders of Rio Tinto plc and Rio Tinto Limited in similar ways are taken through a joint electoral procedure. Resolutions 1 to 17 in table 1 below, contained in the notices of meeting for each of Rio Tinto plc and Rio Tinto Limited, fall into this category.

Resolutions 18 to 22 of the Rio Tinto plc notice of meeting, in table 2 below, were put to Rio Tinto plc shareholders only.  Resolutions 18 to 20 of the Rio Tinto Limited notice of meeting, in table 3 below, were put to Rio Tinto Limited shareholders only.

All resolutions were carried, with the exception of resolution 3 (Approval of the Directors' Remuneration Report: Implementation Report), and resolution 4 (Approval of the Directors' Remuneration Report) put to shareholders of both Rio Tinto plc and Rio Tinto Limited as joint electorate matters, each being an advisory resolution under UK law and Australian law respectively. In accordance with the Australian Corporations Act 2001 and the UK Corporate Governance Code, we have provided further disclosure below in relation to those resolutions which did not meet the required voting thresholds.

The results of the Rio Tinto plc polls were certified by the scrutineer, Computershare Investor Services PLC, and the results of the Rio Tinto Limited polls were as reported by the duly appointed returning officer, a representative of Computershare Investor Services Pty Limited. These results are as set out below. Information on the final proxy position for each company is detailed in Appendix 1, and the votes cast on each resolution as a percentage of the issued capital of each company is set out on our website at www.riotinto.com/invest/shareholder-information/annual-general-meetings.

Table 1

The following joint decision resolutions, which were put to both Rio Tinto plc and Rio Tinto Limited shareholders on a poll at the respective annual general meetings, were duly carried, with the exception of advisory resolutions 3 and 4. The results of the polls were as follows:

Resolution		Total Votes Cast	For		Against		Withheld/ Abstained ¹
			Number	%	Number	%
1.	Receipt of the 2020 Annual report	1,173,466,883	1,126,580,367	96.00	46,886,516	4.00	6,974,487
2.	Approval of the Remuneration Policy	1,158,135,440	1,121,067,623	96.80	37,067,817	3.20	22,272,424
3.	Approval of the Directors' Remuneration Report: Implementation Report	1,163,952,299	446,624,854	38.37	717,327,445	61.63	16,456,963
4.	Approval of the Directors' Remuneration Report	1,164,187,696	455,898,180	39.16	708,289,516	60.84	16,222,350
5.	To re-elect Megan Clark AC as a director	1,177,791,639	865,953,272	73.52	311,838,367	26.48	2,635,921
6.	To re-elect Hinda Gharbi as a director	1,178,067,475	1,174,515,729	99.70	3,551,746	0.30	2,363,296
7.	To re-elect Simon Henry as a director	1,178,078,758	1,165,598,790	98.94	12,479,968	1.06	2,353,178
8.	To re-elect Sam Laidlaw as a director	1,178,126,443	1,120,774,783	95.13	57,351,660	4.87	2,307,417
9.	To re-elect Simon McKeon AO as a director	1,177,999,801	1,164,748,332	98.88	13,251,469	1.12	2,434,060
10.	To re-elect Jennifer Nason as a director	1,178,068,310	1,173,185,436	99.59	4,882,874	0.41	2,364,926
11.	To re-elect Jakob Stausholm as a director	1,178,047,618	1,176,384,596	99.86	1,663,022	0.14	2,386,243
12.	To re-elect Simon Thompson as a director	1,175,569,160	1,112,668,380	94.65	62,900,780	5.35	4,864,573
13.	To re-elect Ngaire Woods CBE as a director	1,177,845,702	1,175,621,391	99.81	2,224,311	0.19	2,588,159
14.	Re- appointment of auditors	1,178,034,068	1,169,317,537	99.26	8,716,531	0.74	2,406,983
15.	Remuneration of auditors	1,177,895,236	1,176,943,510	99.92	951,726	0.08	2,536,130
16.	Authority to make political donations	1,174,062,280	1,162,581,754	99.02	11,480,526	0.98	6,355,115
17.	Renewal of and amendment to the Rio Tinto Global Employee Share Plan	1,174,016,715	1,171,810,454	99.81	2,206,261	0.19	6,422,616
¹  In calculating the results of the respective polls under the joint electoral procedure, "withheld" votes at Rio Tinto plc's meeting are aggregated with "abstained" votes at Rio Tinto Limited's meeting.  For all relevant purposes "withheld" votes and "abstained" votes have the same meaning. They are not included in the calculation of the proportion of votes for and against each resolution.

Remuneration Report (resolutions 3 and 4)

The advisory resolutions to approve the Remuneration Report (resolutions 3 and 4) were not passed as ordinary resolutions.

As more than 25% of the votes cast were against resolution 4, this constitutes a "first strike" for the purposes of section 250U of the Australian Corporations Act 2001.

The Board acknowledges that the executive pay outcomes in relation to the tragic events at Juukan Gorge are sensitive and contentious issues. The Board understands the voting outcome in relation to the 2020 Remuneration Report was a response to the extent of the malus adjustment applied to unvested LTIP awards of the former Chief Executive, Chief Executive Iron Ore and Group Executive Corporate Relations.

Since the company announced the findings of the Board Review of cultural heritage management in August 2020, the Board has engaged extensively with shareholders and proxy advisors to explain the rationale for the decisions reached on executive pay and to listen to feedback.

The Remuneration Committee has already reflected that feedback in formulating the new Remuneration Policy, which received strong support from shareholders at the AGMs (96.80% FOR). The new Remuneration Policy strengthens the Board's ability to exercise discretion through the revised malus provisions in relation to events having a major adverse impact on the Group's social license to operate or reputation. In addition, the new Policy introduces ESG metrics, including in relation to communities and heritage management, into the STIP.

During the course of 2021, the Remuneration Committee will engage further with shareholders in response to the 2020 Remuneration Report vote. The Committee will take time to reflect further on the feedback already received and on any new input obtained from this subsequent engagement, in particular as it considers the implementation of the new Remuneration Policy.

The Remuneration Committee will outline any additional measures that it proposes to take in response to this feedback ahead of next year's AGMs.

Re-election of Dr Megan Clark AC (resolution 5)

The re-election of Dr Megan Clark AC as a director was passed as an ordinary resolution, with 73.52% votes in favour of her appointment.

Rio Tinto acknowledges that the reduced vote for Dr Clark's re-election compared to previous years reflects the fact that, as Chair of the Sustainability Committee at the time that the rock shelters at Juukan Gorge were destroyed, Dr Clark shares accountability for the failings in the areas of communities and social performance that led to those events occurring.

In light of the support provided by almost 75% of shareholders, Dr Clark and the Board have carefully weighed the need for accountability for the events at Juukan Gorge against the significant contribution, experience and continuity that Dr Clark brings to the Board and the Group's relationship with Traditional Owners, and concluded that she should remain on the Board in order to provide stability at this important time for Rio Tinto.

The Board notes that, in March 2021, Simon Thompson announced that, as Chairman of the Board, he accepted ultimate accountability for the failings which led to the tragic events at Juukan Gorge, and that he would therefore not seek re-election at the 2022 AGMs.

Following Mr Thompson's departure and the previously announced resignations of Michael L'Estrange and David Constable, Dr Clark will be the most experienced Non-Executive Director on the Board and the only Board member with mining industry experience.

As Chair of the Sustainability Committee, Dr Clark is leading the Board's oversight of the implementation of the Board Review recommendations into cultural heritage management.

Importantly, Dr Clark is playing an active and important role on behalf of the Board in engaging with the Traditional Owners of the lands where the company operates in Western Australia, including attending engagements with stakeholders. As an Australian resident, Dr Clark is committed to attending several such meetings with Traditional Owners during 2021. As such, she is playing a key role for Rio Tinto in rebuilding trust and in ensuring that communities have a clear channel to escalate any concerns on the ground directly to the Board.

In view of the reduced vote, the Board will continue to consult with shareholders and will consider their feedback as it continues to oversee the implementation of the Group's priorities in social performance and cultural heritage management.

Table 2

The following resolutions were put to Rio Tinto plc shareholders only and carried at the Rio Tinto plc meeting held on 9 April 2021. Resolutions 18 and 19 were carried as an ordinary resolutions and resolutions 20 to 22 as special resolutions. In accordance with the UK Listing Authority's Listing Rule 9.6.2, copies of all the resolutions passed by Rio Tinto plc shareholders, other than ordinary business, have been submitted to the National Storage Mechanism and are available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The results of the polls were as follows:

Resolution		Total Votes Cast	For		Against		Withheld/ Abstained
			Number	%	Number	%
18.	Renewal of and amendment to the Rio Tinto UK Share Plan	961,465,286	958,961,532	99.74	2,503,754	0.26	1,824,362
19.	General authority to allot shares	961,527,725	942,842,741	98.06	18,684,984	1.94	1,746,184
20.	Disapplication of pre-emption rights	961,076,903	958,441,387	99.73	2,635,516	0.27	2,210,031
21.	Authority to purchase Rio Tinto plc shares	961,450,099	766,908,987	79.77	194,541,112	20.23	1,839,548
22.	Notice period for general meetings other than annual general meetings	961,581,840	907,313,113	94.36	54,268,727	5.64	1,704,804

Authority to purchase Rio Tinto plc shares (resolution 21)

Resolution 21 'Authority to purchase Rio Tinto plc shares' was passed as a special resolution, but with less than 80% of votes in favour. As previously announced, Shining Prospect (a subsidiary of the Aluminium Corporation of China "Chinalco") voted against Resolution 21. Chinalco has not sold any of its shares in Rio Tinto plc and now has a holding of just over 14% given its non-participation in the Company's significant share buyback programmes. This places Chinalco close to the 14.99% holding threshold agreed with the Australian Government at the time of its original investment in Rio Tinto.

Table 3

Resolutions 18 to 20 below were put to Rio Tinto Limited shareholders only. Resolution 18 was carried as a special resolution and resolutions 19 and 20 as ordinary resolutions. The results of the polls were as follows:

Resolution		Total Votes Cast	For		Against		Withheld / Abstained
			Number	%	Number	%
18.	Renewal of off-market and on-market share buy-back authorities	216,147,160	211,750,494	97.97	4,396,666	2.03	1,004,867
19.	Requisitioned resolution on emissions targets	216,068,911	213,945,619	99.02	2,123,292	0.98	1,084,348
20.	Requisitioned resolution on climate-related lobbying	216,146,945	214,081,563	99.04	2,065,382	0.96	1,006,314

LEI: 213800YOEO5OQ72G2R82

Classification: 3.1. Additional regulated information required to be disclosed under the laws of a Member State

Contacts	Please direct all enquiries to media.enquiries@riotinto.com

Media Relations, UK Illtud Harri M +44 7920 503 600 David Outhwaite M +44 7787 597 493 Media Relations, Americas Matthew Klar T +1 514 608 4429 Investor Relations, UK Menno Sanderse M: +44 7825 195 178 David Ovington M +44 7920 010 978 Clare Peever M +44 7788 967 877	Media Relations, Australia Jonathan Rose M +61 447 028 913 Matt Chambers M +61 433 525 739 Jesse Riseborough M +61 436 653 412 Investor Relations, Australia Natalie Worley M +61 409 210 462 Amar Jambaa M +61 472 865 948
Rio Tinto plc 6 St James's Square London SW1Y 4AD United Kingdom   T +44 20 7781 2000 Registered in England No. 719885	Rio Tinto Limited Level 7, 360 Collins Street Melbourne 3000 Australia T +61 3 9283 3333 Registered in Australia ABN 96 004 458 404

This announcement is authorised for release to the market by Steve Allen, Rio Tinto's Group Company Secretary.

riotinto.com

Appendix 1

FINAL PROXY POSITION

Shareholders are encouraged to look at the voting figures provided in the main part of this announcement, as proxy figures may not be an accurate indication of the voting at the annual general meetings; a proxy is an authority or direction to the proxy holder to vote and not a vote itself. As such, the proxy figures do not reflect the votes cast by shareholders who attend the meeting in person, or through an attorney or corporate representative.

References in this appendix in respect of resolutions 1-17 to an appointment specifying that a proxy abstain on a resolution should, when referring to voting at Rio Tinto plc's annual general meeting, be taken as references to the appointment specifying that the proxy withhold from voting on a resolution.

The proxy position for each company (excluding the proxy votes carried from one meeting to the other meeting by the Special Voting Shares in accordance with the DLC structure) on the resolutions put to both Rio Tinto plc and Rio Tinto Limited shareholders under the joint electoral procedure was as follows:

PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS	Rio Tinto plc	Rio Tinto Limited
1. Receipt of the 2020 Annual report
Total number of proxy votes exercisable by all proxies validly appointed:	955,224,845	212,107,477
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	909,815,631	208,186,670
(ii)    was to vote against the resolution	45,057,908	1,824,283
(iii)   was to abstain on the resolution	1,812,411	4,896,797
(iv)   may vote at the proxy's discretion	351,306	2,096,524
2. Approval of the Remuneration Policy
Total number of proxy votes exercisable by all proxies validly appointed:	936,615,754	215,407,029
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	910,916,192	202,494,685
(ii)    was to vote against the resolution	25,350,577	11,076,536
(iii)   was to abstain on the resolution	20,418,089	1,583,523
(iv)   may vote at the proxy's discretion	348,985	1,835,808
3. Approval of the Directors' Remuneration Report: Implementation Report
Total number of proxy votes exercisable by all proxies validly appointed:	943,878,796	214,254,562
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	419,933,487	24,691,372
(ii)    was to vote against the resolution	523,590,417	187,726,356
(iii)   was to abstain on the resolution	13,156,444	2,735,990
(iv)   may vote at the proxy's discretion	354,892	1,836,834
4. Approval of the Directors' Remuneration Report
Total number of proxy votes exercisable by all proxies validly appointed:	943,804,433	214,271,146
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	419,946,054	33,392,104
(ii)    was to vote against the resolution	523,506,015	179,036,390
(iii)   was to abstain on the resolution	13,231,792	2,719,206
(iv)   may vote at the proxy's discretion	352,364	1,842,652
5. To re-elect Megan Clark AC as a director
Total number of proxy votes exercisable by all proxies validly appointed:	954,718,288	216,683,245
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	719,486,279	140,004,657
(ii)    was to vote against the resolution	234,854,574	74,797,562
(iii)   was to abstain on the resolution	2,315,155	320,017
(iv)   may vote at the proxy's discretion	377,435	1,881,026
6. To re-elect Hinda Gharbi as a director
Total number of proxy votes exercisable by all proxies validly appointed:	955,284,259	216,658,423
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	953,606,092	213,109,115
(ii)    was to vote against the resolution	1,303,348	1,675,842
(iii)   was to abstain on the resolution	1,752,547	344,686
(iv)   may vote at the proxy's discretion	374,819	1,873,466
7. To re-elect Simon Henry as a director
Total number of proxy votes exercisable by all proxies validly appointed:	955,292,818	216,661,347
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	948,253,601	208,978,154
(ii)    was to vote against the resolution	6,663,999	5,803,893
(iii)   was to abstain on the resolution	1,743,988	342,927
(iv)   may vote at the proxy's discretion	375,218	1,879,300
8. To re-elect Sam Laidlaw as a director
Total number of proxy votes exercisable by all proxies validly appointed:	955,070,078	216,666,459
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	908,679,716	205,214,182
(ii)    was to vote against the resolution	46,015,204	9,548,680
(iii)   was to abstain on the resolution	1,968,653	337,815
(iv)   may vote at the proxy's discretion	375,158	1,903,597
9. To re-elect Simon McKeon AO as a director
Total number of proxy votes exercisable by all proxies validly appointed:	955,226,551	216,649,422
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	948,418,832	209,362,004
(ii)    was to vote against the resolution	6,428,153	5,395,533
(iii)   was to abstain on the resolution	1,812,180	354,852
(iv)   may vote at the proxy's discretion	379,566	1,891,885
10. To re-elect Jennifer Nason as a director
Total number of proxy votes exercisable by all proxies validly appointed:	955,276,454	216,667,063
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	952,067,841	212,747,582
(ii)    was to vote against the resolution	2,829,718	2,038,074
(iii)   was to abstain on the resolution	1,762,260	336,603
(iv)   may vote at the proxy's discretion	378,895	1,881,407
11. To re-elect Jakob Stausholm as a director
Total number of proxy votes exercisable by all proxies validly appointed:	955,276,894	216,646,096
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	954,529,595	213,453,360
(ii)    was to vote against the resolution	360,543	1,300,174
(iii)   was to abstain on the resolution	1,761,837	358,178
(iv)   may vote at the proxy's discretion	386,756	1,892,562
12. To re-elect Simon Thompson as a director
Total number of proxy votes exercisable by all proxies validly appointed:	955,162,141	214,282,895
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	914,725,555	189,648,205
(ii)    was to vote against the resolution	40,054,033	22,746,345
(iii)   was to abstain on the resolution	1,876,463	2,721,379
(iv)   may vote at the proxy's discretion	382,553	1,888,345
13. To re-elect Ngaire Woods CBE as a director
Total number of proxy votes exercisable by all proxies validly appointed:	955,293,116	216,427,793
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	954,054,016	212,981,312
(ii)    was to vote against the resolution	859,677	1,349,552
(iii)   was to abstain on the resolution	1,745,615	576,481
(iv)   may vote at the proxy's discretion	379,423	2,096,929
14. Re- appointment of auditors
Total number of proxy votes exercisable by all proxies validly appointed:	955,198,122	216,702,176
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	946,466,947	214,272,699
(ii)    was to vote against the resolution	8,374,934	341,185
(iii)   was to abstain on the resolution	1,839,341	301,572
(iv)   may vote at the proxy's discretion	356,241	2,088,292
15. Remuneration of auditors
Total number of proxy votes exercisable by all proxies validly appointed:	955,091,857	216,672,700
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	954,325,034	214,041,848
(ii)    was to vote against the resolution	407,985	541,898
(iii)   was to abstain on the resolution	1,937,648	330,541
(iv)   may vote at the proxy's discretion	358,838	2,088,954
16. Authority to make political donations
Total number of proxy votes exercisable by all proxies validly appointed:	954,889,216	216,692,128
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	945,691,686	212,022,074
(ii)    was to vote against the resolution	8,851,247	2,612,616
(iii)   was to abstain on the resolution	2,132,998	303,272
(iv)   may vote at the proxy's discretion	346,283	2,057,438
17. Renewal of and amendment to the Rio Tinto Global Employee Share Plan
Total number of proxy votes exercisable by all proxies validly appointed:	951,692,092	216,215,332
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	950,029,348	213,237,319
(ii)    was to vote against the resolution	1,308,686	899,004
(iii)   was to abstain on the resolution	5,344,345	788,942
(iv)   may vote at the proxy's discretion	354,058	2,079,009

PROXY POSITION FOR RIO TINTO PLC ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 9 APRIL 2021	Rio Tinto plc
18. Renewal of and amendment to the Rio Tinto UK Share Plan
Total number of proxy votes exercisable by all proxies validly appointed:	955,479,396
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	952,597,969
(ii)    was to vote against the resolution	2,503,753
(iii)   was to abstain on the resolution	1,559,385
(iv)   may vote at the proxy's discretion	377,674
19. General authority to allot shares
Total number of proxy votes exercisable by all proxies validly appointed:	955,541,835
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	936,500,774
(ii)    was to vote against the resolution	18,684,983
(iii)   was to abstain on the resolution	1,481,207
(iv)   may vote at the proxy's discretion	356,078
20. Disapplication of pre-emption rights
Total number of proxy votes exercisable by all proxies validly appointed:	955,092,089
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	952,095,035
(ii)    was to vote against the resolution	2,635,248
(iii)   was to abstain on the resolution	1,943,978
(iv)   may vote at the proxy's discretion	361,806
21. Authority to purchase Rio Tinto plc shares
Total number of proxy votes exercisable by all proxies validly appointed:	955,464,210
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	760,637,175
(ii)    was to vote against the resolution	194,474,866
(iii)   was to abstain on the resolution	1,574,571
(iv)   may vote at the proxy's discretion	352,169
22. Notice period for general meetings other than annual general meetings
Total number of proxy votes exercisable by all proxies validly appointed:	955,595,951
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	902,097,280
(ii)    was to vote against the resolution	53,148,776
(iii)   was to abstain on the resolution	1,439,827
(iv)   may vote at the proxy's discretion	349,895

PROXY POSITION FOR RIO TINTO LIMITED ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 6 MAY 2021	Rio Tinto Limited
18. Renewal of off-market and on-market share buy-back authorities
Total number of proxy votes exercisable by all proxies validly appointed:	216,004,605
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	209,509,670
(ii)    was to vote against the resolution	4,402,834
(iii)   was to abstain on the resolution	999,669
(iv)   may vote at the proxy's discretion	2,092,101
19. Requisitioned resolution on emissions targets
Total number of proxy votes exercisable by all proxies validly appointed:	215,960,329
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	211,989,439
(ii)    was to vote against the resolution	2,105,218
(iii)   was to abstain on the resolution	1,043,945
(iv)   may vote at the proxy's discretion	1,865,672
20. Requisitioned resolution on climate-related lobbying
Total number of proxy votes exercisable by all proxies validly appointed:	216,038,363
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	212,133,724
(ii)    was to vote against the resolution	2,047,645
(iii)   was to abstain on the resolution	965,911
(iv)   may vote at the proxy's discretion	1,856,994

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