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Rio Tinto PLC Proxy Solicitation & Information Statement 2012

Mar 16, 2012

4666_agm-r_2012-03-16_8c722671-1c6d-4560-9d42-72cadbda1104.pdf

Proxy Solicitation & Information Statement

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RioTinto

Computershare

All Correspondence to:
Computershare Investor Services PLC
The Pavilions, Bridgwater Road,
Bristol, BS99 6ZY

Form of Direction - Annual General Meeting

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Cast your Proxy online...It's fast, easy and secure!

www.investorcentre.co.uk/eproxy

Control Number: SRN: PIN:

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown above and agree to certain terms and conditions.

View the Annual Report online: www.riotinto.com/reportingcentre2011

To be effective, all proxy appointments must be lodged with the Company's registrars at:
Computershare Investor Services PLC, The Pavilions, Bridgwater Rd, Bristol BS99 6ZY by 16 April 2012 at 11.00 am.

Explanatory Notes

The 'Vote withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

Please indicate by marking with an "X" in the boxes overleaf how you wish the administrators to vote on your behalf. In the absence of any such indication the administrators will abstain from voting on the resolutions in respect of the shares appropriated to you under the Scheme.

This form of direction must be sent to the Company's Registrar at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, together with any power of attorney, grant of probate or letters of administration under which it is signed, not less than 72 hours before the time appointed for holding the meeting. An envelope is provided for your use.

Full details of the resolutions to be proposed together with explanatory notes, are set out in the notice of the annual general meeting enclosed with this form of direction.

Please note that the Annual General Meeting will be transmitted via a live webcast and can be viewed at the Company's website www.riotinto.com/agm2012 on 19 April 2012 and a recording will be available on the website after that date.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

All Holders

001CSP0054

102656_2_RUN_ON/000001/000001/i

119ATE D02


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Form of Direction

Please use a black pen. Mark with an X inside the box as shown in this example.

I would like the Trustees of the Ordinary shares being Computershare Company Nominees Limited as the administrators of the Rio Tinto plc Nominee Service to vote and act on my behalf in accordance with my instructions in respect of the resolutions relating to the Annual General Meeting, or any adjournment thereof to be held at The Queen Elizabeth II Conference Centre, Broad Sanctuary, London, on 19 April 2012 at 11.00 am.

STEP 1 > Items of Business

For Against Vote Withheld
1. To receive the financial statements and the reports of the directors and auditors for the year ended 31 December 2011
2. Approval of the Remuneration report
3. To elect Chris Lynch as a director
4. To elect John Varley as a director
5. To re-elect Tom Albanese as a director
6. To re-elect Robert Brown as a director
7. To re-elect Vivienne Cox as a director
8. To re-elect Jan du Plessis as a director
9. To re-elect Guy Elliott as a director
10. To re-elect Michael Fitzpatrick as a director
11. To re-elect Ann Godbehere as a director
12. To re-elect Richard Goodmanson as a director
13. To re-elect Lord Kerr as a director
14. To re-elect Paul Tellier as a director
15. To re-elect Sam Walsh as a director
16. Re-appointment and remuneration of auditors
17. Approval of the Rio Tinto Global Employee Share Plan
18. Renewal of the Rio Tinto Share Savings Plan
19. Authority to allot relevant securities under Section 551 of the Companies Act 2006
20. Disapplication of pre-emption rights
21. Authority to purchase Rio Tinto plc shares by the Company or Rio Tinto Limited
22. Notice period for general meetings other than annual general meetings

STEP 2 Signature

Please Sign and Date in the space provided

Signature


C 1 9 3 2 1 0

Date

DD / MM / YY

RIOU

11WATE D02