Rio Tinto PLC — Major Shareholding Notification 2008

Feb 11, 2008

SC 13D 1 a08-4773_1sc13d.htm SC 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D

*Under the Securities Exchange Act of 1934 (Amendment No. )**

*Rio Tinto plc*

(Name of Issuer)

*Ordinary Shares*

*American Depositary Shares (each representing four ordinary shares)*

(Title of Class of Securities)

*Ordinary Shares (ISIN GB 0007188757)*

*American Depositary Shares (CUSIP US 767204100)*

(CUSIP Number)

Zhao Zhengang Deputy Director of Overseas Development Department Aluminum Corporation of China No. 62, North Xizhimen Street Beijing, China 100082 86-10-8229-8080	Lawrence R. Purtell, Esq. Executive Vice President and General Counsel Alcoa Inc. 390 Park Avenue New York, New York 10022-4608 212- 836-2600
Copies to: Charles I. Cogut, Esq. Alan M. Klein, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 212-455-2000	Copies to: Adam O. Emmerich, Esq. Gregory E. Ostling, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52 nd Street New York, New York 10019 212-403-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

*February 1, 2008*

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

*Note* : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

• The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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| CUSIP
No. GB0007188757/US767204100 — 1. | Names of Reporting Persons Aluminum Corporation of China | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds (See Instructions) BK | |
| 5. | Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization People’s Republic of China | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole
Voting Power 119,705,134 |
| | 8. | Shared
Voting Power 0 |
| | 9. | Sole
Dispositive Power 119,705,134 |
| | 10. | Shared Dispositive Power 0 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 119,705,134 | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o | |
| 13. | Percent
of Class Represented by Amount in Row (11) 12.00%* | |
| 14. | Type of Reporting Person (See Instructions) CO | |

• The calculation of the foregoing percentage is based on 997,542,790 ordinary shares of the Issuer outstanding as of January 25, 2008, as reported in the Issuer’s announcement pursuant to Rule 2.10 under The City Code on Takeovers and Mergers of the United Kingdom (the “Rule 2.10 Announcement”) of January 25, 2008.

2

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| CUSIP
No. GB0007188757/US767204100 — 1. | Names of Reporting Persons Aluminum Corporation of China Overseas Holdings Limited | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds (See Instructions) BK | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Hong Kong | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole
Voting Power 119,705,134 |
| | 8. | Shared
Voting Power 0 |
| | 9. | Sole
Dispositive Power 119,705,134 |
| | 10. | Shared Dispositive Power 0 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 119,705,134 | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o | |
| 13. | Percent
of Class Represented by Amount in Row (11) 12.00%* | |
| 14. | Type of Reporting Person (See Instructions) CO | |

• The calculation of the foregoing percentage is based on 997,542,790 ordinary shares of the Issuer outstanding as of January 25, 2008, as reported in the Issuer’s Rule 2.10 Announcement of January 25, 2008.

3

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| CUSIP
No. GB0007188757/US767204100 — 1. | Names of Reporting Persons Oriental Prospect Pte. Ltd. | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds (See Instructions) BK | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Republic of Singapore | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole
Voting Power 119,705,134 |
| | 8. | Shared
Voting Power 0 |
| | 9. | Sole
Dispositive Power 119,705,134 |
| | 10. | Shared Dispositive Power 0 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 119,705,134 | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o | |
| 13. | Percent
of Class Represented by Amount in Row (11) 12.00%* | |
| 14. | Type of Reporting Person (See Instructions) CO | |

• The calculation of the foregoing percentage is based on 997,542,790 ordinary shares of the Issuer outstanding as of January 25, 2008, as reported in the Issuer’s Rule 2.10 Announcement of January 25, 2008.

4

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| CUSIP
No. GB0007188757/US767204100 — 1. | Names of Reporting Persons Shining Prospect Pte. Ltd. | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds (See Instructions) BK | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Republic of Singapore | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole
Voting Power 119,705,134 |
| | 8. | Shared
Voting Power 0 |
| | 9. | Sole
Dispositive Power 119,705,134 |
| | 10. | Shared Dispositive Power 0 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 119,705,134 | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o | |
| 13. | Percent
of Class Represented by Amount in Row (11) 12.00%* | |
| 14. | Type of Reporting Person (See Instructions) CO | |

• The calculation of the foregoing percentage is based on 997,542,790 ordinary shares of the Issuer outstanding as of January 25, 2008, as reported in the Issuer’s Rule 2.10 Announcement of January 25, 2008.

5

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| CUSIP
No. GB0007188757/US767204100 — 1. | Names of Reporting Persons Alcoa Inc. | |
| --- | --- | --- |
| 2. | Check
the Appropriate Box if a Member of a Group (See Instructions) | |
| | (a) | o |
| | (b) | x |
| 3. | SEC
Use Only | |
| 4. | Source
of Funds (See Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Pennsylvania | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole
Voting Power 0 |
| | 8. | Shared
Voting Power 0 |
| | 9. | Sole
Dispositive Power 0 |
| | 10. | Shared Dispositive Power 0 |
| 11. | Aggregate
Amount Beneficially Owned by Each Reporting Person 0 | |
| 12. | Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o | |
| 13. | Percent
of Class Represented by Amount in Row (11) 0 | |
| 14. | Type of Reporting Person (See Instructions) CO | |

• See Item 3 and Item 5 for further information regarding Alcoa’s interest in the ordinary shares of the Issuer.

6

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| This statement on Schedule 13D
(this “Schedule 13D”) is being filed by Aluminum Corporation of China
(“Chinalco”), Aluminum Corporation of China Overseas Holdings Limited
(“Chinalco Overseas”), Oriental Prospect Pte. Ltd. (“SPV I”), Shining
Prospect Pte. Ltd. (“SPV II”) and Alcoa Inc. (“Alcoa,” and together with
Chinalco, Chinalco Overseas, SPV I and SPV II, the “Reporting Persons”)
relating to the ordinary shares of 10p each (the “Ordinary Shares”) of Rio
Tinto plc, a company incorporated in England and Wales (the “Issuer”). | |
| --- | --- |
| Item 1. | Security and Issuer. |
| This
Schedule 13D relates to the Ordinary Shares of the Issuer, and is being filed
pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended
(the “Act”). The address of the
principal executive office of the Issuer is 5 Aldermanbury Square,
London, EC2V 7HR, United Kingdom. | |
| Item 2. | Identity and Background. |
| This
Schedule 13D is being jointly filed by Chinalco, Chinalco Overseas, SPV I,
SPV II and Alcoa pursuant to a Joint Filing Agreement, dated as of February
11, 2008, a copy of which is attached hereto as Exhibit 99.1. | |
| Chinalco | |
| Chinalco
is a corporation incorporated under the laws of the People’s Republic of
China and a State-owned enterprise.
Its only shareholder is the State-owned Asset Supervision and
Administration Commission, a shareholding agency directly controlled by the
State Council of the People’s Republic of China. Chinalco’s principal place of business and
principal office is located at No. 62, North Xizhimen Street, Beijing, China
100082. | |
| Set
forth on Schedule I to this Schedule 13D and incorporated herein by reference
is the following information with respect to each director and executive
officer of Chinalco: (i) the name; (ii) the business address; (iii) to the
best of Chinalco’s knowledge as of the date hereof, the present principal
occupation or employment and the name, principal business and address of any
corporation or other organization in which such employment is conducted; and
(iv) to the best of Chinalco’s knowledge as of the date hereof, the
citizenship. | |
| During
the last five years, neither Chinalco nor, to the best of Chinalco’s
knowledge as of the date hereof, any of its directors or executive officers:
(i) has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors); or (ii) was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws. | |
| Chinalco
Overseas | |
| Chinalco
Overseas is a corporation incorporated under the laws of Hong Kong and a
wholly-owned subsidiary of Chinalco.
Chinalco Overseas manages Chinalco’s overseas financial investments
and operations, including Chinalco’s mining investments in non-ferrous
metals. Chinalco Overseas’s principal
place of business and principal office is located at Room 4501, 45/F, Far
East Finance Centre, No. 16 Harcourt Road, Admiralty, Hong Kong. | |
| Set
forth on Schedule II to this Schedule 13D and incorporated herein by
reference is the following information with respect to each director and
executive officer of Chinalco Overseas: (i) the name; (ii) the business
address; (iii) to the best of Chinalco Overseas’s knowledge as of the date
hereof, the present principal occupation or employment and the name,
principal business and address of any corporation or other organization in
which such employment is conducted; and (iv) to the best of Chinalco’s
Overseas’s knowledge as of the date hereof, the citizenship. | |
| During
the last five years, neither Chinalco Overseas nor, to the best of Chinalco
Overseas’s knowledge as of the date hereof, any of its directors or executive
officers: (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); or (ii) was a party to a civil
proceeding of a judicial or | |

7

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| administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws. | |
| --- | --- |
| SPV I
and SPV II | |
| SPV
I is a private company limited by shares incorporated under the laws of the
Republic of Singapore and a wholly-owned subsidiary of Chinalco
Overseas. SPV I was formed solely for
the purpose of making the investment in the Issuer’s Ordinary Shares and has
not carried on any activities to date, except for activities incidental to
its formation and activities undertaken in connection with the investment in
the Issuer’s Ordinary Shares. | |
| SPV
II is a private company limited by shares incorporated under the laws of the
Republic of Singapore and a wholly-owned subsidiary of SPV I. SPV II was formed solely for the purpose of
making the investment in the Issuer’s Ordinary Shares and has not carried on
any activities to date, except for activities incidental to its formation and
activities undertaken in connection with the investment in the Issuer’s Ordinary
Shares. | |
| SPV
I’s and SPV II’s principal place of business and principal office is located
at 6 Temasek Boulevard, 29th Floor, Suntec Tower Four, Singapore 038986. | |
| Set
forth on Schedule III to this Schedule 13D and incorporated herein by
reference is the following information with respect to each director and
executive officer of SPV I and SPV II: (i) the name; (ii) the business
address; (iii) to the best of SPV I’s and SPV II’s knowledge as of the date
hereof, the present principal occupation or employment and the name,
principal business and address of any corporation or other organization in
which such employment is conducted; and (iv) to the best of SPV I’s and SPV
II’s knowledge as of the date hereof, the citizenship. | |
| During
the last five years, neither SPV I, SPV II nor, to the best of SPV I’s and
SPV II’s knowledge as of the date hereof, any of their respective directors
or executive officers: (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors); or (ii) was a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws. | |
| Alcoa | |
| Alcoa
is a Pennsylvania corporation. Alcoa’s
principal place of business and principal office is located at 390 Park
Avenue, New York, New York 10022-4608, United States of America. | |
| Set
forth on Schedule IV to this Schedule 13D and incorporated herein by
reference is the following information with respect to each director and
executive officer of Alcoa: (i) the name; (ii) the business address; (iii) to
the best of Alcoa’s knowledge as of the date hereof, the present principal
occupation or employment and the name, principal business and address of any
corporation or other organization in which such employment is conducted; and
(iv) to the best of Alcoa’s knowledge as of the date hereof, the citizenship. | |
| During
the last five years, neither Alcoa, nor, to the best of Alcoa’s knowledge as
of the date hereof, any of its directors or executive officers: (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws. | |
| Item 3. | Source and Amount of Funds or
Other Consideration. |
| On February 1, 2008, SPV II, through Lehman
Brothers International (Europe) (“LB International”) as broker, purchased
110,242,889 Ordinary Shares (including 945,813 American Depositary Shares
representing | |

8

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| 3,783,252 Ordinary Shares),
representing approximately 11.05% of the outstanding Ordinary Shares (based
on 997,542,790 Ordinary Shares outstanding as of January 25, 2008 as reported
on the Issuer’s Rule 2.10 Announcement of January 25, 2008), each in market
transactions for an aggregate amount of approximately US$13,151,047,424
(excluding stamp duties and applying The Bank of England GBP/USD Fix at 4:00
p.m. (GMT) on January 31, 2008) (the “Market Transaction”). In addition, on February 6, 2008, SPV II
purchased from LB International 9,462,245 Ordinary Shares (representing
approximately 0.95% of the outstanding Ordinary Shares as of January 25,
2008) for an aggregate amount of US$884,583,695 (excluding stamp duties and
financing costs and applying a GBP/USD exchange rate of US$1.9768 for GBP1.00)
pursuant to the physical settlement of a total return equity swap transaction
(the “Swap Transaction”). The Market
Transaction and the acquisition of Ordinary Shares pursuant to the physical
settlement of the Swap Transaction are collectively referred to herein as the
“Transactions.” |
| --- |
| The
Transactions were funded with the proceeds from (i) a US$3.6 billion loan
made by China Development Bank (“CDB”) to Chinalco, (ii) a US$2.4 billion
convertible loan made by CDB to Chinalco, (iii) a US$7.0 billion loan under a
US$7.0 billion Term Loan Facility provided by CDB to SPV I and (iv) the
issuance of a convertible note by SPV II to Alcoa in the aggregate amount of
US$1.2 billion. On February 1, 2008,
Chinalco and Alcoa announced in a joint press release that SPV II had
acquired approximately 12.00% of the outstanding Ordinary Shares as of
January 25, 2008. A copy of the joint
press release is attached hereto as Exhibit 99.2. |
| Foreign
Exchange Loan and Convertible Foreign Exchange Loan to Chinalco |
| On
January 30, 2008, Chinalco and CDB entered into a Foreign Exchange Loan
Contract (the “FE Loan Contract”), pursuant to which CDB made available to
Chinalco a two-year loan in the aggregate amount of US$3.6 billion. In addition, on January 30, 2008, Chinalco,
SPV I and CDB entered into a Foreign Exchange Loan Contract (Carrying a Share
Conversion Option) (the “Convertible FE Loan”), pursuant to which CDB made
available to Chinalco a three-year loan in the aggregate amount of US$2.4
billion. The Convertible FE Loan
provides that at any time following the disbursement of any loan, CDB will
have the right to convert all or parts of the outstanding loan amount
(excluding any portion of interest that is capitalized and recorded into the
loan balance as provided for in the Convertible FE Loan) into a specified
number of shares of SPV I, which will, in turn, reduce the principal amount
outstanding under the loan. It is
anticipated, and it is the parties’ understanding, that upon the full
conversion of the outstanding loan amount CDB will hold no more than 20% of
the outstanding share capital of SPV I.
The foregoing summary does not purport to be complete and is qualified
in its entirety by reference to the English translation of the full text of
the FE Loan Contract and the Convertible FE Loan, copies of which are filed
as Exhibits 99.3 and 99.4 hereto and are incorporated herein by reference. |
| Term
Loan Facility to SPV I |
| In
addition, SPV I entered into a Facility Agreement (the “Parent Facility”)
with CDB, pursuant to which CDB made
available to SPV I a US dollar term loan facility of up to US$7.0
billion. In connection with the Parent
Facility, on February 3, 2008 SPV I and CDB entered into a Share Charge Over
SPV 2 (the “Security Deed”) and a Debenture (the “SPV I Debenture”), pursuant
to which SPV I granted CDB a security interest in certain present and future
assets of SPV I, including shares of SPV II, as security for the discharge of
SPV I’s secured obligations. Under a
Guarantee executed and delivered to CDB on February 3, 2008 (the
“Guarantee”), Chinalco guaranteed SPV I’s obligations under the Parent
Facility. In connection with the
Parent Facility, in the Sponsor Undertaking, executed on February 3, 2008
(the “Undertaking”), Chinalco agreed and covenanted that SPV I will at all
times own 100.00% of the share capital of SPV II. In addition Chinalco agreed to cause all
other persons who directly or indirectly own any shares of SPV I to undertake
that SPV I will at all times own 100.00% of the share capital of SPV II. The relations among security interests
granted under the Parent Facility and the Senior Facility (as defined below)
are governed by an Intercreditor Agreement among CDB, SPV I and SPV II, executed
on February 3, 2008 (the “Intercreditor Agreement”). |
| The
foregoing summaries of the Parent Facility, the Security Deed, the SPV I
Debenture, the Guarantee, the Undertaking and the Intercreditor Agreement do
not purport to be complete and are qualified in their entirety by reference
to the full text of the Parent Facility, the Security Deed, the SPV I
Debenture, the English translation of the Guarantee, the Undertaking and the
Intercreditor Agreement, copies of which are filed as Exhibits 99.5, 99.6,
99.7, 99.8, 99.9 and 99.10 hereto and are incorporated herein by
reference. |

9

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| Alcoa
Note |
| --- |
| A
portion of the Transactions was financed with the proceeds from the issuance
of a Convertible Senior Secured Note by SPV II to Alcoa on January 31, 2008
(the “Alcoa Note”). Under the Alcoa
Note, SPV II promised to pay Alcoa an aggregate amount of up to US$1.2
billion on February 1, 2011 (the “Alcoa Note Maturity Date”). In addition, SPV II will pay interest on
the outstanding principal on a semi-annual basis in arrears at a rate equal
to the average cost of capital of all third-party financing of SPV II. Alcoa will, however, contribute to SPV II
any amounts that are necessary for SPV II to make the interest payments
required under the Alcoa Note. If SPV
II elects to purchase additional Ordinary Shares, Alcoa may participate in
the funding of such purchase by contributing a pro rata portion of the cost
of such additional Ordinary Shares.
Upon Alcoa’s participation and funding, Alcoa may require that the
outstanding principal amount under the Alcoa Note and/or the number of shares
of SPV II owned by Alcoa be increased accordingly. |
| In
addition, Alcoa has the right, at any time following the expiration of the
six-month period starting on January 31, 2008 or upon any winding-up or the
liquidation of SPV II, to require SPV II to elect one of the following
options: either (i) subject to applicable laws, to distribute in kind, in
exchange for cancellation of the Alcoa Note and any equity interests into
which it may have previously been converted, in whole or in part, to Alcoa
the Equivalent Ordinary Shares and Other Property (as defined below) or (ii)
to purchase Alcoa’s debt and equity interest in SPV II at a price equal to
the then-current market value of the Equivalent Ordinary Shares and Other
Property. “Equivalent Ordinary Shares
and Other Property” means a number of Ordinary Shares (and other assets and
property) held by SPV II from time to time that bears the same relation to
the total number of Ordinary Shares (and other assets and property) held by
SPV II as does the dollar amount of Alcoa’s total debt and equity investment
and loans to SPV II to the dollar amount of all debt and equity investment
and loans to SPV II, including the aggregate amount of debt financing
provided to SPV II or its holding company by any third-party but only to the
extent that the proceeds of such third-party debt financing have actually
been used to purchase Ordinary Shares. |
| The
Alcoa Note also provides that Alcoa may at any time and from time to time on
or prior to the close of business on the business day immediately preceding
the Alcoa Note Maturity Date convert the Alcoa Note, or any portion thereof,
into a specified number of shares of SPV II.
Upon the conversion of the full amount of the outstanding principal
amount under the Alcoa Note, Alcoa would hold approximately 8.49% of the
outstanding shares of SPV II. In
addition, Alcoa is permitted at any time to increase the number of shares of
SPV II which Alcoa would acquire upon full conversion of the Alcoa Note up to
25.00% of the outstanding share capital of SPV II. To achieve the foregoing, Alcoa may elect
to increase the outstanding principal amount of the Alcoa Note or acquire shares
of SPV II directly (or from Chinalco), in each case with tandem payment to
Chinalco for the dilution. |
| Under
the Alcoa Note, SPV II agreed to grant Alcoa a security interest to secure
SPV II’s obligations under the Alcoa Note in (i) the Equivalent Ordinary
Shares and Other Property (and all additional shares of, and all securities
convertible into and warrants, options and other rights to purchase or
otherwise acquire, stock of the Issuer that is or will be from time to time
acquired by SPV II in any manner (which shares will be deemed to be part of
the Equivalent Ordinary Shares and Other Property)) and the certificates
representing the Equivalent Ordinary Shares and Other Property, and any
interest or securities entitlement of SPV II in the entries on the books of
any financial or securities intermediary pertaining to the Equivalent
Ordinary Shares and Other Property and (ii) all property or other proceeds
received or otherwise distributed in respect of, or in exchange for, any or
all of the collateral referred in clause (i) of this paragraph. |
| The
Alcoa Note also provides that neither Alcoa nor Chinalco or any of their
affiliates may acquire any Ordinary Shares or any ordinary shares of Rio
Tinto Limited, a company incorporated in Victoria, Australia, or any interest
in any such ordinary shares other than as contemplated in the Alcoa Note
through SPV II, and none of Alcoa, Chinalco or any of their affiliates may
otherwise take any action that would impose any obligation upon either of
them or any of their affiliates to make any offer for any additional Ordinary
Shares or ordinary shares of Rio Tinto Limited or with respect to any
extraordinary transaction involving the Issuer or Rio Tinto Limited. In addition, Alcoa agreed that except as
provided elsewhere in the Alcoa Note or as agreed by Chinalco, during the
period beginning on January 31, 2008 and ending at the time when the Alcoa
Note is no longer outstanding, it will not |

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| without the prior written
consent of Chinalco (i) effect or seek, offer or propose (whether publicly or
otherwise) to effect, or announce any intention to effect or cause or
participate in or in any way assist, facilitate or encourage any person to
effect or seek, offer or propose (whether publicly or otherwise) to effect or
participate in, (A) any acquisition of any securities or any assets,
indebtedness or businesses of the Issuer, Rio Tinto Limited or any of their
subsidiaries or controlled affiliates (the “Rio Tinto Group”), (B) any tender
or exchange offer, merger or other business combination involving the Rio
Tinto Group or assets of the Rio Tinto Group constituting a significant
portion of the consolidated assets of the Rio Tinto Group, (C) any
recapitalization, restructuring, liquidation, dissolution or extraordinary
transaction with respect to the Rio Tinto Group or (D) any “solicitation” of
“proxies” (as such terms are used in the proxy rules under the Act) or
consents to vote any voting securities of the Issuer, Rio Tinto Limited or
any of their controlled affiliates; (ii) form, join or in any way participate
in a “group” as defined under Section 13(d) of the Act with respect to the
Rio Tinto Group or otherwise act in concert with any person in respect of any
such securities; (iii) otherwise act, alone or in concert with others, to
seek representation on or to control or influence the management, the board
of directors or policies of the Rio Tinto Group; (iv) take any action which
would or would reasonably be expected to force the Rio Tinto Group to make a
public announcement regarding any of the matters set forth in clause (i) of
this paragraph; (v) enter into any discussions or arrangements with any third
party with respect to any of the matters described in clauses (i) through
(iv); or (vi) take any action that might restrict or limit the terms upon
which SPV II might undertake an offer for the Rio Tinto Group at any time in
the future. |
| --- |
| SPV
II and Alcoa further agreed to use best efforts to cooperate in good faith to
amend the Alcoa Note at any time and from time to time to reflect the
parties’ common understanding and intentions with respect to the subject
matters set forth in the Alcoa Note and the Memorandum of Understanding
between Chinalco and Alcoa, dated January 30, 2008, and in respect of the
wider financing arrangements for the acquisition of Ordinary Shares. |
| On
February 6, 2008, SPV II and Alcoa entered into a Charge Over Shares (the
“Alcoa Deed”), pursuant to which SPV II granted Alcoa a security
interest in certain Ordinary Shares acquired by SPV II with the proceeds from
the issuance of the Alcoa Note in connection with the Transactions as
security for the discharge of SPV II’s obligations under the Alcoa Note. For purposes of creating the security
interest over the Ordinary Shares, SPV II created a securities account and
appointed LB International as custodian for such securities account pursuant
to a custody agreement. |
| The
foregoing summary of the Alcoa Note and the Alcoa Deed does not purport to be
complete and is qualified in its entirety by reference to the full text of
the Alcoa Note and the Alcoa Deed, copies of which are filed as Exhibits
99.11 and 99.12 hereto and are incorporated herein by reference. |
| Senior
Secured Term Loan Facility to SPV II |
| In
connection with the Transactions, SPV II and CDB also entered into a Senior
Secured Facility Agreement (the “Senior Facility”) dated February 3, 2008,
pursuant to which CDB made available to SPV II a US dollar term loan facility
of up to US$7.0 billion. As of the
date hereof, SPV II has borrowed, but not used, an aggregate amount of US$2.0
billion under the Senior Facility. In
connection with the Senior Facility and the Parent Facility (as defined
below), on February 3, 2008, SPV II and CDB entered into a Security Over
Shares Agreement (the “SPV II Security Agreement”) and a Debenture (the “SPV
II Debenture”), pursuant to which SPV II granted CDB a security interest in
certain present and future assets of SPV II, including certain Ordinary
Shares purchased by it, as security for the discharge of SPV II’s secured
obligations. For purposes of creating
the security interest over the Ordinary Shares, SPV II created a securities
account and appointed LB International as custodian for such securities
account pursuant to a custody agreement.
The foregoing summaries of the Senior Facility, the SPV II Security
Agreement and the SPV II Debenture do not purport to be complete and are
qualified in their entirety by reference to the full text of the Senior
Facility, the SPV II Security Agreement and the SPV II Debenture, copies of
which are filed as Exhibits 99.13, 99.14 and 99.15 hereto and are
incorporated herein by reference. |
| Amendments
to Financing Arrangements |
| CDB,
SPV I and SPV II entered into a Waiver Letter, dated February 2, 2008 (the
“Waiver Letter”), pursuant to which, among other matters, the parties agreed
to cooperate to effect any necessary or desirable amendment or waiver of the
Senior Facility or any related finance documents or the Parent Facility and
any related finance documents. The foregoing
summary of the Waiver Letter does not purport to be complete and is qualified
in its entirety by reference to the full text of the Waiver Letter, a copy of
which is filed as Exhibit 99.16 hereto and is incorporated herein by
reference. |

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| Item 4. |
| --- |
| The
information set forth and/or incorporated by reference in Item 3 of this
Schedule 13D is hereby incorporated by reference in this Item 4. |
| On
November 1, 2007, BHP Billiton/BHP Billiton plc (together, "BHP")
approached the Issuer and Rio Tinto Limited, an Australian corporation
(together, “Rio”), with a proposal to combine Rio and BHP. On November 8, 2007, BHP confirmed that it
had approached Rio and subsequently engaged in a global road show relating to
its proposal to acquire Rio in a transaction in which Rio shareholders would
have received 3 BHP shares for each Ordinary Share which valued Rio at
approximately US$130.0 billion. Rio
declined to negotiate with BHP and on December 21, 2007 the UK Takeover Panel
ruled that BHP had until February 6, 2008 to either announce the intention to
make a firm offer or to announce that it had no such intention and withdraw
its proposal. On February 5, 2008, BHP
made an offer of 3.4 BHP shares for each Ordinary Share which valued Rio at
approximately US$147.0 billion (the “Pre-Conditional Offer”). The Pre-Conditional Offer contains a
minimum acceptance condition requiring acceptances relating to more than 50%
of the Ordinary Shares. BHP also
proposed a buy-back of up to US$30.0 billion within one year of completing
the Pre-Conditional Offer. The
Pre-Conditional Offer is subject to satisfaction or waiver of the
pre-conditions in the offer which relate to the obtaining of certain clearances
in Europe, Australia, the United States, Canada and South Africa which BHP
expects to obtain during the second half of 2008. On February 6, 2008 Rio rejected the
Pre-Conditional Offer, stating that the Pre-Conditional Offer significantly
undervalued Rio and was not in the best interests of its shareholders. |
| On
February 1, 2008, Chinalco and Alcoa announced that they had entered into the
Transactions and that SPV II had acquired 119,705,134 Ordinary Shares
representing approximately 12.00% of the outstanding Ordinary Shares as of
January 25, 2008. |
| Chinalco
is one of the largest diversified metals and mining companies in China and is
engaged in exploration, mining and downstream processing of mineral resources
including bauxite, alumina, aluminum, copper, as well as other non-ferrous
metals. Chinalco is the largest
alumina and primary aluminum producer in China and one of the leading alumina
and primary aluminum producers in the world.
Alcoa is a world leader in the production and management of primary
aluminum, fabricated aluminum and alumina combined, through its active and
growing participation in all major aspects of the industry: technology, mining, refining, smelting,
fabricating and recycling. Aluminum
and alumina represent approximately three-fourths of Alcoa’s revenues. Nonaluminum products include precision
castings, industrial fasteners, consumer products, food service and flexible
packaging products, plastic closures, and electrical distribution systems for
cars and trucks. Alcoa’s products are
used worldwide in aircraft, automobiles, commercial transportation,
packaging, consumer products, building and construction, and industrial
applications. |
| The
Transactions reflect Chinalco’s confidence in the long-term prospects for the
rapidly evolving global mining sector.
Chinalco has confidence in the fundamental value of the Rio Tinto
Group and its management’s strong ability to realize that value for its
shareholders. The Transactions are
part of Chinalco’s ongoing strategy of growth and diversification consistent
with Chinalco’s ambition to become a global leading diversified resource
company. Chinalco has operations
across 21 provinces in China and has eight overseas subsidiaries in five
continents of the world. Accordingly,
the Transactions reflect Chinalco’s determination to increase and diversify
its exposure to the sector and to be well positioned within this changing
industry landscape. Chinalco (through
its subsidiaries, including Chinalco Overseas) recently extended its operations
to a number of overseas resource projects and made financial investments in
Australia, Peru, Vietnam and a number of other countries. |
| Alcoa
has a long history of supporting aluminum industry investments in China and
globally. In 2001, Alcoa successfully
supported the initial public offering of Chinalco’s subsidiary, Aluminum
Corporation of China Ltd. Alcoa is a
significant metals producer in Australia, Canada, the United States and
Europe. Separately, on May 8, 2007,
Alcoa made an offer to acquire all of the outstanding common shares of Alcan
Inc. (“Alcan”), in a transaction valued at approximately US$33.0
billion. Subsequently, on July 24,
2007, Rio Tinto Canada Holding Inc., an indirect wholly owned subsidiary of
the Issuer made an offer to acquire all of the outstanding common shares of
Alcan and successfully completed the purchase of all such shares on November
14, 2007, in a transaction valued at approximately US$42.5 billion. |

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| In
their press release of February 1, 2008 relating to the Transactions (a copy
of which is filed as Exhibit 99.2 to this Schedule 13D), Chinalco and Alcoa
confirmed that they did not currently intend to make an offer for the Issuer
(the “Statement”). If a person chooses
to make such a statement, under Rule 2.8 and other applicable provisions of
The City Code on Takeovers and Mergers of the United Kingdom (which governs
conduct in respect of acquisitions and related matters for publicly traded
companies in the United Kingdom (the “City Code”)) such person is prohibited
from announcing, making or (except for certain permitted actions) taking any
steps to prepare to announce or make such an offer for a period of six months
following a statement of intent such as the Statement, unless, and except to
the extent that, they specifically reserve their rights to do so. In the Statement, however, for purposes of
Rule 2.8 and other relevant provisions of the City Code, Chinalco and Alcoa
reserved the right to announce an offer or possible offer or make or
participate in an offer or possible offer for the Issuer and/or to take any
other action which would otherwise be restricted under Rule 2.8 of the City
Code within the six-month period, in the event that: (i) an agreement or recommendation
from the board of directors of the Issuer is or will be forthcoming; (ii)
there is an announcement by a third party, other than BHP, of a possible
offer or a firm intention to make an offer for the Issuer, or the Issuer
announces that it has received an approach in relation to a possible offer
from a third party other than BHP; (iii) BHP announces a firm intention, on
improved consideration terms from its initial proposal, to make an offer for
the Issuer whether or not subject to any pre-conditions or revises the terms
of any such offer; (iv) the Issuer undertakes or announces an intention to
undertake any acquisition or disposal of a “material amount” (as defined in
Rule 21.1 of the City Code), or any material recapitalization, other than the
current purchase of its own shares pursuant to the authority granted at the
annual general meeting of the Issuer on April 13, 2007 (where “material” is
defined as 10.00% or more of the combined market capitalization of the Issuer
and Rio Tinto Limited as at the close of business on the date of the
Statement); (v) the Issuer announces a “whitewash” proposal for purposes of
Rule 9 of the City Code or a reverse takeover; or (vi) there is a material
change of circumstances. The
Pre-Conditional Offer satisfies the terms set forth in clause (iii) above,
and accordingly Chinalco and Alcoa are no longer restricted from announcing an
offer or possible offer or making or participating in an offer or possible
offer. In response to BHP’s
announcement of the Pre-Conditional Offer, Chinalco and Alcoa on February 6,
2008 issued a joint press release, indicating that they planned to closely
monitor further developments, in particular any response from the board of
directors of the Issuer. A copy of the
joint press release is attached hereto as Exhibit 99.17. |
| --- |
| It
is not possible to predict developments with respect to the proposed
acquisition of the Issuer/Rio Tinto Limited by BHP, nor other developments in
the industries and global economy in which those companies, Chinalco and
Alcoa operate. However, the Reporting
Persons believe that their interest in the Ordinary Shares may provide them
with a strategic position in connection with any such developments. In this connection and more generally, the
Reporting Persons intend to closely monitor and review the situation
generally and their investment in the Issuer in particular on a continuing
basis. |
| Depending
on various factors, including, without limitation, developments in respect of
the proposal by BHP to acquire the Issuer/Rio Tinto Limited, the Issuer’s
financial position and strategic direction, the Issuer’s or other persons’
response to any actions or positions that may be suggested or taken by the
Reporting Persons, price levels of the Ordinary Shares, and conditions in the
securities market and general economic and industry conditions, the Reporting
Persons reserve their right to, subject to the applicable provisions of the
City Code (as regulated by the UK Takeover Panel) and other law and
regulation, in the future, either alone or in concert with another person,
take such actions with respect to the Issuer and their investment in the
Issuer as they deem appropriate, including, but not limited to, purchasing or
otherwise acquiring additional Ordinary Shares or other interests in the
Issuer, selling some or all of their Ordinary Shares, communicating,
negotiating with, seeking to negotiate with, or making proposals to the
Issuer, investors or BHP or other industry participants, seeking to acquire
or exercise control of, or making an offer for, the Issuer or some or all of
the Issuer’s assets or properties, or making proposals in such regard, or
conducting a proxy solicitation or otherwise exercising their voting power
with respect to the board of directors of the Issuer or as to other matters
within the power of the shareholders of the Issuer. |
| As
detailed in, and subject to the terms of, the applicable provisions of the
City Code, the Reporting Persons reserve their right to change their plans or
intentions and to take any and all actions that they may deem appropriate to
maximize the value of their investment in the Issuer in light of market
conditions, subsequent developments affecting the Issuer, the Reporting
Persons and other market participants, the general business and future
prospects of the Issuer, the Reporting Persons and other market participants
and the Reporting Persons’ investment policies and opportunities. |
| Other
than as set forth herein, the Reporting Persons do not have any present plan
or proposal that would relate to, or result in, any of the matters set forth
in paragraphs (a) through (j) of Item 4 of Schedule 13D. |

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| Item 5. |
| --- |
| (a)
and (b) The information contained on
the cover pages to this Schedule 13D is incorporated herein by reference. |
| Chinalco,
Chinalco Overseas, SPV I and SPV II beneficially own 119,705,134 Ordinary
Shares. The Ordinary Shares
beneficially owned by Chinalco, Chinalco Overseas, SPV I and SPV II represent
approximately 12.00% of the outstanding Ordinary Shares as of January 25,
2008. |
| Alcoa
does not beneficially own any Ordinary Shares, however, the Alcoa Note is
secured by 10,161,745 Ordinary Shares owned by SPV II which represents
approximately 1.02% of the outstanding Ordinary Shares as of January 25,
2008. In addition, Alcoa has the
right, at any time following the expiration of the six-month period starting
on January 31, 2008 or upon any winding-up or the liquidation of SPV II, to
require SPV II to elect one of the following options: either (i) subject to
applicable laws, to distribute in kind, in exchange for cancellation of the
Alcoa Note and any equity interests into which it may have previously been
converted, in whole or in part, to Alcoa the Equivalent Ordinary Shares and
Other Property or (ii) to purchase Alcoa’s debt and equity interest in SPV II
at a price equal to the then-current market value of the Equivalent Ordinary
Shares and Other Property.
Furthermore, Alcoa may at any time and from time to time on or prior
to the close of business on the business day immediately preceding the Alcoa
Note Maturity Date convert the Alcoa Note, or any portion thereof, into a
specified number of shares of SPV II.
Upon the conversion of the full amount of the outstanding principal
amount under the Alcoa Note, Alcoa would hold approximately 8.49% of the
outstanding shares of SPV II. |
| (c) For purposes of the Market Transaction, on
January 31, 2008, SPV II entered into a letter agreement with LB
International, pursuant to which SPV II agreed to purchase up to 12.50% of
the outstanding Ordinary Shares from LB International, its broker, on
February 1, 2008. In addition, on
February 5, 2008, SPV II and LB International agreed in a side letter to that
letter agreement that the purchase price per Ordinary Share was GBP
60.00. In connection with the
settlement of the Market Transaction, pursuant to a settlement agreement
among LB International, Lehman Brothers Special Financing Inc., SPV II and
Alcoa, dated February 5, 2008, SPV II directed LB International to transfer
10,161,745 Ordinary Shares to a securities account with LB International to
secure the Alcoa Note as described above. |
| On
January 24, 2008, SPV II and LB International entered into a total return
equity swap transaction (referred to under Item 3 as the “Swap Transaction”)
in respect of 9,462,245 Ordinary Shares (representing approximately 0.95% of
the outstanding Ordinary Shares). The
Ordinary Shares underlying the Swap Transaction had an initial price of
approximately US$93.49 per Ordinary Share. Physical settlement applied to the
Swap Transaction unless SPV II elected cash settlement. The Swap Transaction originally provided
for settlement and termination on February 22, 2008. |
| On
February 1, 2008, SPV II terminated a portion of the Swap Transaction with
respect to 3,491,400 Ordinary Shares, and on February 4, 2008, SPV II
terminated the remaining outstanding portion of the Swap Transaction. Physical settlement of the terminated Swap
Transaction occurred on February 6, 2008, and LB International delivered to
SPV II 9,462,245 Ordinary Shares and SPV II paid LB International an amount
in cash equal to US$884,583,695 (excluding stamp duties and financing costs
and applying a GBP/USD exchange rate of US$1.9768 for GBP 1.00). |
| Except
as otherwise set forth in this Schedule 13D, none of the Reporting Persons
or, to the best of the Reporting Persons’ knowledge as of the date hereof,
any of the persons named in Schedules I, II, III and IV hereto, has engaged
in any transaction in the Ordinary Shares of the Issuer during the past 60
days. |

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| (d) Other than the Reporting Persons, to the
best of the Reporting Persons’ knowledge as of the date hereof, none of the
persons named in Schedules I, II, III and IV hereto or any other person has
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from sale of, the Ordinary Shares. | |
| --- | --- |
| (e) Not applicable. | |
| Item 6. | Contracts, Arrangements,
Understandings or Relationships With Respect to Securities of the Issuer. |
| The
information set forth in Item 3 and Item 4 of this Schedule 13D is hereby
incorporated by reference in this Item 6. | |
| Memorandum
of Understanding between Chinalco and Alcoa | |
| On
January 30, 2008, Chinalco and Alcoa entered into a non-binding Memorandum of
Understanding (the “Memorandum”). The
Memorandum sets forth the terms and conditions of Alcoa’s participation in
the Transactions and contains a summary of the material terms of the Alcoa
Note, including Alcoa’s option to convert additional portions of the loan
under the Alcoa Note and/or to loan additional funds as agreed by the
parties. In addition, the Memorandum
contemplates, among other necessary documentation, the entry by the parties
within 30 days following the completion of the Transactions into a
shareholder agreement that will contain the governance provisions of SPV II
and customary protection rights for minority shareholders and anti-dilution
provisions. Under the Memorandum,
Chinalco and Alcoa also agreed to coordinate and consult with each other on
public comments, press releases or announcements relating to the matters
described in the Memorandum. The
foregoing summary of the Memorandum does not purport to be complete and is
qualified in its entirety by reference to the full text of the Memorandum, a
copy of which is filed as Exhibit 99.18 hereto and is incorporated herein by
reference. | |
| Except
as set forth in this Schedule 13D, there are no other contracts,
arrangements, understandings or relationships (legal or otherwise) between
the Reporting Persons and any other person with respect to any securities of
the Issuer. | |
| Item 7. | Material to be Filed as
Exhibits |
| Exhibit | Description
of Exhibits |
| 99.1 | Joint Filing
Agreement, dated as of February 11, 2008 by and among Aluminum Corporation of
China, Aluminum Corporation of China Overseas Holdings Limited, Oriental
Prospect Pte. Ltd., Shining Prospect Pte. Ltd. and Alcoa Inc. |
| 99.2 | Press
Release (including no-bid statement under Rule 2.8 of the City Code) of
Aluminum Corporation of China and Alcoa Inc., dated February 1, 2008 |
| 99.3 | English
Translation of the Foreign Exchange Loan Contract between Aluminum
Corporation of China and China Development Bank, executed on January 30, 2008 |
| 99.4 | English
Translation of the Foreign Exchange Loan Contract (Carrying a Share
Conversion Option) by and among Aluminum Corporation of China, Oriental
Prospect Pte. Ltd. and China Development Bank, executed on January 30, 2008 * |
| 99.5 | Facility
Agreement between Oriental Prospect Pte. Ltd. and China Development Bank,
executed on February 3, 2008 |
| 99.6 | Share Charge
Over SPV 2 between Oriental Prospect Pte. Ltd. and China Development Bank,
executed on February 3, 2008 |
| 99.7 | Debenture of
Oriental Prospect Pte. Ltd. in favour of China Development Bank, executed on February
3, 2008 |
| 99.8 | English
Translation of Guarantee by Aluminum Corporation of China, executed on
February 3, 2008 |
| 99.9 | Sponsor
Undertaking, executed on February 3, 2008 |
| 99.10 | Intercreditor
Agreement among China Development Bank, Oriental Prospect Pte. Ltd. and
Shining Prospect Pte. Ltd., executed on February 3, 2008 |
| 99.11 | Convertible
Senior Secured Note between Shining Prospect Pte. Ltd. and Alcoa Inc.,
executed on January 31, 2008 |
| 99.12 | Charge Over
Shares, dated February 6, 2008, between Shining Prospect Pte. Ltd. and Alcoa
Inc. |
| 99.13 | Senior
Secured Facility Agreement, dated February 3, 2008, between Shining Prospect
Pte. Ltd. and China Development Bank |
| 99.14 | Security
Over Shares Agreement between Shining Prospect Pte. Ltd. and China
Development Bank, executed on February 3, 2008 |
| 99.15 | Debenture of
Shining Prospect Pte. Ltd. in favour of China Development Bank, executed on February
3, 2008 |
| 99.16 | Waiver
Letter among China Development Bank, Oriental Prospect Pte. Ltd. and Shining
Prospect Pte. Ltd., dated February 2, 2008 |
| 99.17 | Press
Release of Aluminum Corporation of China and Alcoa Inc., dated February 6,
2008 |
| 99.18 | Memorandum
of Understanding, dated January 30, 2008, between Aluminum Corporation of
China and Alcoa Inc. |

• All English translations are being attached for convenience purposes only. In the event of any discrepancy between a translation and the original Chinese version, the Chinese version will prevail.

15

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 11, 2008

| ALUMINUM
CORPORATION OF CHINA | |
| --- | --- |
| By: | /s/ XIAO YAQING |
| Name: | Xiao Yaqing |
| Title: | President |
| ALUMINUM CORPORATION
OF CHINA OVERSEAS HOLDINGS LIMITED | |
| By: | /s/ REN XUDONG |
| Name: | Ren Xudong |
| Title: | Chairman |
| ORIENTAL
PROSPECT PTE. LTD. | |
| By: | /s/ WANG WENFU |
| Name: | Wang Wenfu |
| Title: | Director |
| By: | /s/ ZHAO ZHENGANG |
| Name: | Zhao Zhengang |
| Title: | Director |
| SHINING PROSPECT PTE. LTD. | |
| By: | /s/ WANG WENFU |
| Name: | Wang Wenfu |
| Title: | Director |
| By: | /s/ ZHAO ZHENGANG |
| Name: | Zhao Zhengang |
| Title: | Director |

ALCOA INC.
By:	/s/ LAWRENCE R. PURTELL
Name:	Lawrence R. Purtell
Title:	Executive Vice President and General Counsel

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INDEX TO EXHIBITS

| Exhibit | Description
of Exhibits |
| --- | --- |
| 99.1 | Joint Filing Agreement,
dated as of February 11, 2008 by and among Aluminum Corporation of
China, Aluminum Corporation of China Overseas Holdings Limited, Oriental
Prospect Pte. Ltd., Shining Prospect Pte. Ltd. and Alcoa Inc. |
| 99.2 | Press Release
(including no-bid statement under Rule 2.8 of the City Code) of Aluminum
Corporation of China and Alcoa Inc., dated February 1, 2008 |
| 99.3 | English Translation of
the Foreign Exchange Loan Contract between Aluminum Corporation of China and
China Development Bank, executed on January 30, 2008 * |
| 99.4 | English Translation of
the Foreign Exchange Loan Contract (Carrying a Share Conversion Option) by
and among Aluminum Corporation of China, Oriental Prospect Pte. Ltd. and
China Development Bank, executed on January 30, 2008 *. |
| 99.5 | Facility Agreement
between Oriental Prospect Pte. Ltd. and China Development Bank, executed on
February 3, 2008 |
| 99.6 | Share Charge Over SPV 2
between Oriental Prospect Pte. Ltd. and China Development Bank, executed on
February 3, 2008 |
| 99.7 | Debenture of Oriental
Prospect Pte. Ltd. in favour of China Development Bank, executed on February 3,
2008 |
| 99.8 | English Translation of
Guarantee by Aluminum Corporation of China, executed on February 3, 2008 * |
| 99.9 | Sponsor Undertaking, executed
on February 3, 2008 |
| 99.10 | Intercreditor Agreement
among China Development Bank, Oriental Prospect Pte. Ltd. and Shining
Prospect Pte. Ltd., executed on February 3, 2008 |
| 99.11 | Convertible Senior
Secured Note between Shining Prospect Pte. Ltd. and Alcoa Inc., executed on
January 31, 2008 |
| 99.12 | Charge Over Shares,
dated February 6, 2008, between Shining Prospect Pte. Ltd. and Alcoa
Inc. |
| 99.13 | Senior Secured Facility
Agreement, dated February 3, 2008, between Shining Prospect Pte. Ltd.
and China Development Bank |
| 99.14 | Security Over Shares
Agreement between Shining Prospect Pte. Ltd. and China Development Bank,
executed on February 3, 2008 |
| 99.15 | Debenture of Shining
Prospect Pte. Ltd. in favour of China Development Bank, executed on February 3,
2008 |
| 99.16 | Waiver Letter among
China Development Bank, Oriental Prospect Pte. Ltd. and Shining Prospect Pte.
Ltd., dated February 2, 2008 |
| 99.17 | Press Release of
Aluminum Corporation of China and Alcoa Inc., dated February 6, 2008 |
| 99.18 | Memorandum of
Understanding, dated January 30, 2008, between Aluminum Corporation of
China and Alcoa Inc. |

• All English translations are being attached for convenience purposes only. In the event of any discrepancy between a translation and the original Chinese version, the Chinese version will prevail.

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SCHEDULE I

The following table sets forth the name, present principal occupation or employment, and the name and principal business of the corporation or organization in which the employment is conducted for each member of Chinalco’s Board of Executive Officers. Unless otherwise indicated, each person listed below is a citizen of the People’s Republic of China. The business address of each such director or executive officer is c/o Aluminum Corporation of China, No. 62, North Xizhimen Street, Beijing 100082, China.

**Directors****

Chinalco does not have a board of directors.

**Executive Officers****

Name	Position
Xiao Yaqing	President of Aluminum Corporation of China
Lv Youqing	Vice President and Chief Financial Officer of
Aluminum Corporation of China
Ao Hong	Vice President of Aluminum Corporation of China
Liu Caiming	Vice President of Aluminum Corporation of China
Zhang Chengzhong	Vice President of Aluminum Corporation of China
Ren Xudong	Vice President of Aluminum Corporation of China

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SCHEDULE II

The following table sets forth the name, present principal occupation or employment, and the name and principal business of the corporation or organization in which the employment is conducted for each member of Chinalco Overseas’s board of directors and each executive officer of Chinalco Overseas. Unless otherwise indicated, each person listed below is a citizen of the People’s Republic of China. The business address of each such director or executive officer is c/o Aluminum Corporation of China Overseas Holdings Limited, Room 4501, 45/F, Far East Finance Centre, No. 16 Harcourt Road, Admiralty, Hong Kong.

**Directors****

Name	Position
Ren Xudong	Vice President of Aluminum Corporation of
China
Zhang Zhankui	Deputy
Director of the Financial Department of Aluminum Corporation of China
Wang Wenfu(1)	Director
of Aluminum Corporation of China Overseas Holdings Limited; President of
Aluminum Corporation of China Overseas Holdings Limited
Zhao Zhengang	Deputy
Director of Overseas Development Department of Aluminum Corporation of China;
Director of Aluminum Corporation of China Overseas Holdings Limited; Deputy
General Manager of Overseas Development Department of Aluminum Corporation of
China Limited
Mao Yuanjian	Director,
Human Resources Department, Aluminum Corporation of China
Zhao Shouye	Head
of Legal Department of Aluminum Corporation of China
Tai Yu(2)	Vice
President of Aluminum Corporation of China Overseas Holdings Limited

**Executive Officers****

Name	Position
Ren Xudong	Chairman
Zhang Zhankui	Chief
Financial Officer
Wang Wenfu	President
Tai Yu	Vice
President

(1) Citizenship: Australia

(2) Citizenship: Australia

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SCHEDULE III

The following table sets forth the name and address, present principal occupation or employment, and the name and principal business of the corporation or organization in which the employment is conducted for each member of Oriental Prospect Pte. Ltd.’s and Shining Prospect Pte. Ltd.’s board of directors. None of Oriental Prospect Pte. Ltd. or Shining Prospect Pte. Ltd. has appointed any executive officers. Unless otherwise indicated, each person listed below is a citizen of the People’s Republic of China.

**Directors****

Name	Position
Wang Wenfu(3) c/o
Aluminum Corporation of China Overseas Holdings Limited Room 4501, 45/F Far East Finance Centre No. 16 Harcourt Road, Admiralty Hong Kong	Director of Aluminum Corporation of China
Overseas Holdings Limited; President of Aluminum Corporation of China Overseas Holdings Limited
Zhao Zhengang c/o
Aluminum Corporation of China Overseas Holdings Limited Room 4501, 45/F Far East Finance Centre No. 16 Harcourt Road, Admiralty Hong Kong	Deputy Director of Overseas Development
Department of Aluminum Corporation of China; Director of Aluminum Corporation
of China Overseas Holdings Limited; Deputy General Manager of Overseas
Development Department of Aluminum Corporation of China Limited
Chia Hoo Khun Valery Kelvin(4) c/o
Kelvin Chia Partnership 6 Temasek Boulevard, 29 th Floor, Suntec Tower Four Singapore 038986	Managing Partner of Kelvin Chia Partnership

(3) Citizenship: Australia

(4) Citizenship: Singapore

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SCHEDULE IV

The following table sets forth the name, present principal occupation or employment, and the name and principal business of the corporation or organization in which the employment is conducted for each member of Alcoa’s board of directors and each executive officer of Alcoa. Unless otherwise indicated, each person listed below is a citizen of the United States of America. Unless otherwise indicated, the business address of each such director or executive officer is c/o Alcoa Inc., 390 Park Avenue, New York, New York 10022-4608.

**Directors****

Name	Position
Alain J. P. Belda(5)	Chairman of the Board and Chief Executive
Officer, Alcoa Inc.
Kathryn S. Fuller c/o The
Ford Foundation 320 East 43rd Street New York, New York 10017	Chair, The Ford Foundation
Carlos Ghosn(6) c/o Nissan
Motor Co., Ltd. 17-1, Ginza 6-chome, Chuo-ku Tokyo 104-8023 Japan	President and Chief Executive Officer, Nissan Motor Co., Ltd., and
President and Chief Exe cutive
Officer, Renault S.A.
Joseph T. Gorman c/o
Moxahela Enterprises,LLC Lakepoint Office Park 3201 Enterprise Parkway Suite 410 Beachwood, Ohio 44122	Chairman and Chief Executive Officer, Moxahela Enterprises, LLC, a
venture capital firm
Judith M. Gueron c/o MDRC 16 East 34th Street New York, New York 10016	Scholar in Residence at MDRC, a nonprofit research organization
Klaus Kleinfeld(7)	President and Chief Operating Officer,
Alcoa Inc.
Michael G. Morris c/o
American Electric Power Co., Inc. 1 Riverside Plaza Columbus, Ohio 43215	Chairman of the Board, President and Chief
Executive Officer, American Electric Power Company, Inc.

(5) Citizenship: Brazil and United States

(6) Citizenship: France

(7) Citizenship: Germany

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| E. Stanley O’Neal c/o
Merrill Lynch 623 Fifth Avenue, 35th Floor New York, New York 10022 | Former Chairman of the Board and Chief
Executive Officer, Merrill Lynch & Co., Inc. |
| --- | --- |
| James W. Owens c/o
Caterpillar Inc. 100 NE Adams Street Peoria, Illinois 61629 | Chairman and Chief Executive Officer, Caterpillar Inc. |
| Henry B. Schacht c/o
Warburg Pincus 466 Lexington Avenue 10th Floor New York, New York 10017 | Managing director and senior advisor of Warburg Pincus LLC, a global
private equity firm |
| Ratan N. Tata(8) c/o Tata
Sons Limited 24 Homi Mody Street Mumbai 400 001 India | Chairman, Tata Sons Limited, the holding company of the Tata Group |
| Franklin A. Thomas c/o The
Study Group 380 Lexington Avenue 54th Floor New York, New York 10168 | Consultant, The Study Group, a nonprofit institution |
| Ernesto Zedillo(9) c/o Yale
Center for the Study of Globalization 393 Prospect Street New Haven, Connecticut 06511 | Director, Yale Center for the Study of Globalization |

(8) Citizenship: India

(9) Citizenship: Mexico

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**Executive Officers****

Name	Position
Alain J. P. Belda	Director, Chairman of the Board and Chief
Executive Officer, Alcoa Inc.
William F. Christopher	Executive
Vice President – Alcoa and Group President, Engineered Products and
Solutions, Alcoa Inc.
Klaus Kleinfeld	Director, President and Chief Operating Officer. Alcoa Inc.
Charles D. McLane, Jr.	Executive Vice President and Chief
Financial Officer, Alcoa Inc.
Lawrence R. Purtell	Executive
Vice President and General Counsel; Chief Compliance Officer, Alcoa Inc.
Bernt Reitan(10)	Executive
Vice President – Alcoa and Group President, Global Primary Products. Alcoa
Inc.
Tony R. Thene	Vice President and Controller, Alcoa Inc.
Paul D. Thomas	Executive
Vice President – Alcoa and Group President, Alcoa Packaging and Consumer
Products. Alcoa Inc.
Helmut Wieser(11)	Executive
Vice President – Alcoa and Group President, Global Rolled Products, Hard
Alloy Extrusions & Asia, Alcoa Inc.

(10) Citizenship: Norway

(11) Citizenship: Austria

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