Result of AGM

RNS Number : 0882D

Rio Tinto PLC

10 May 2012

 



AGM 2012 POLL RESULTS FOR RIO TINTO PLC & RIO TINTO LIMITED -

10 May 2012

The annual general meetings of Rio Tinto plc and Rio Tinto Limited were held on 19 April 2012 and 10 May 2012 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 16 contained in the notice of meeting for both Rio Tinto plc and Rio Tinto Limited fall into this category. Resolutions 17 to 22 of the Rio Tinto plc notice of meeting were put to Rio Tinto plc shareholders only and Resolution 17 of the Rio Tinto Limited notice of meeting was put to Rio Tinto Limited shareholders only.

All resolutions were carried by a poll and the results of the Rio Tinto plc polls were certified by the scrutineer, Computershare Investor Services PLC.  The results are set out below:

·      The poll results for Rio Tinto plc and Rio Tinto Limited. Appendix 1.

·      The proxy position for each Company.  Appendix 2.

·      Information required in respect of Rio Tinto plc by the Companies Act 2006 (as amended by The Companies (Shareholders' Rights) Regulations 2009). Appendix 3.

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 http://www.morningstar.co.uk/uk/NSM.

APPENDIX 1.    POLL RESULTS FOR RIO TINTO PLC AND RIO TINTO LIMITED

The following resolutions, which were put to both Rio Tinto plc and Rio Tinto Limited shareholders on a poll at the respective annual general meetings, were subject to the joint electoral procedure and the aggregate results of the joint polls were as follows:

		For	Against	Withheld*	Result
1	Receipt of the 2011 Annual report	1,214,502,521	6,176,360	9,877,808	CARRIED
2	Approval of the Remuneration report	1,145,753,353	64,761,031	19,698,032	CARRIED
3	To elect Chris Lynch as a director	1,228,244,200	947,657	1,174,426	CARRIED
4	To elect John Varley as a director	1,227,696,807	1,285,927	1,387,263	CARRIED
5	To re-elect Tom Albanese as a director	1,222,971,929	6,697,891	883,994	CARRIED
6	To re-elect Robert Brown as a director	1,227,414,681	1,981,902	1,154,836	CARRIED
7	To re-elect Vivienne Cox as a director	1,227,977,691	1,420,038	1,156,786	CARRIED
8	To re-elect Jan du Plessis as a director	1,221,401,660	7,640,261	1,506,082	CARRIED
9	To re-elect Guy Elliott as a director	1,221,916,265	7,536,882	1,102,743	CARRIED
10	To re-elect Michael Fitzpatrick as a director	1,222,433,658	6,553,884	1,566,532	CARRIED
11	To re-elect Ann Godbehere as a director	1,224,941,467	4,526,026	1,089,624	CARRIED
12	To re-elect Richard Goodmanson as a director	1,224,762,011	4,249,506	1,542,518	CARRIED
13	To re-elect Lord Kerr as a director	1,224,236,078	5,140,796	1,173,430	CARRIED
14	To re-elect Paul Tellier as a director	1,227,347,824	1,568,702	1,635,509	CARRIED
15	To re-elect Sam Walsh as a director	1,222,772,104	6,691,740	1,087,379	CARRIED
16	Re-appointment and remuneration of auditors of Rio Tinto plc	1,209,203,607	4,908,587	16,434,612	CARRIED

The following resolutions were put to Rio Tinto plc shareholders only and carried at the Rio Tinto plc meeting held on 19 April 2012, resolutions 17 to 19 as ordinary resolutions and resolutions 20 to 22 as special resolutions. The results of the polls were as follows:

		For	Against	Withheld*	Result
17	Approval of the Rio Tinto Global Employee Share Plan	999,556,673	3,012,569	1,076,061	CARRIED
18	Renewal of the Rio Tinto Share Savings Plan	992,064,234	10,518,440	1,066,430	CARRIED
19	General authority to allot shares	945,364,855	47,591,771	10,696,657	CARRIED
20	Disapplication of pre-emption rights	988,774,190	11,300,268	3,556,173	CARRIED
21	Authority to purchase Rio Tinto plc shares	999,521,140	3,628,007	498,591	CARRIED
22	Notice period for general meetings other than annual general meetings	911,434,133	91,699,804	519,004	CARRIED

The following resolution was put to Rio Tinto Limited shareholders only and carried at the Rio Tinto Limited meeting held on 10 May 2012 as a special resolution. The results of the poll were as follows:

		For	Against	Withheld*	Result
17	Renewal of off-market and on-market share buyback authorities	222,001,826	4,327,856	573,266	CARRIED

* It should be noted that a vote 'withheld' is not a vote in law and is not counted in the calculation of the proportion of votes for and against each resolution.

APPENDIX 2. 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 general meetings; a proxy is an authority or direction to the proxy holder to vote and not a vote itself. 

PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS

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:

	Rio Tinto plc	Rio Tinto Limited
1. Receipt of the 2011 Annual report
Total number of proxy votes exercisable by all proxies validly appointed;	993,846,995	226,295,394
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution	986,873,695	221,435,818
(ii)    was to vote against the resolution	6,046,028	130,902
(iii)   was to abstain on the resolution	9,491,153	390,581
(iv)   may vote at the proxy's discretion	927,272	4,728,674
The total number of abstentions from voting on the poll on this resolution were;	9,487,227	390,581
2. Approval of the Remuneration report
Total number of proxy votes exercisable by all proxies validly appointed;	984,481,441	225,828,167
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution	926,536,849	218,246,447
(ii)    was to vote against the resolution	57,032,880	6,408,314
(iii)   was to abstain on the resolution	18,854,589	848,379
(iv)   may vote at the proxy's discretion	911,712	1,173,406
The total number of abstentions from voting on the poll on this resolution were;	18,849,653	848,379
3. To elect Chris Lynch as a director
Total number of proxy votes exercisable by all proxies validly appointed;	1,002,688,549	226,151,822
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution	1,001,055,853	221,071,349
(ii)    was to vote against the resolution	634,215	319,083
(iii)   was to abstain on the resolution	646,829	533,694
(iv)   may vote at the proxy's discretion	998,481	4,761,390
The total number of abstentions from voting on the poll on this resolution were;	640,732	533,694
4. To elect John Varley as a director
Total number of proxy votes exercisable by all proxies validly appointed;	1,002,453,510	226,160,565
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution	1,000,594,918	220,975,671
(ii)    was to vote against the resolution	875,462	413,008
(iii)   was to abstain on the resolution	879,647	524,951
(iv)   may vote at the proxy's discretion	983,130	4,771,886
The total number of abstentions from voting on the poll on this resolution were;	862,312	524,951
5. To re-elect Tom Albanese as a director
Total number of proxy votes exercisable by all proxies validly appointed;	1,002,912,461	226,221,482
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution	998,488,276	218,255,848
(ii)    was to vote against the resolution	3,465,249	3,234,661
(iii)   was to abstain on the resolution	424,252	463,044
(iv)   may vote at the proxy's discretion	958,936	4,730,973
The total number of abstentions from voting on the poll on this resolution were;	420,950	463,044
6. To re-elect Robert Brown as a director
Total number of proxy votes exercisable by all proxies validly appointed;	1,002,705,634	226,165,157
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution	1,000,684,588	220,453,173
(ii)    was to vote against the resolution	1,042,067	945,758
(iii)   was to abstain on the resolution	628,838	520,359
(iv)   may vote at the proxy's discretion	978,979	4,766,226
The total number of abstentions from voting on the poll on this resolution were;	634,477	520,359
7. To re-elect Vivienne Cox as a director
Total number of proxy votes exercisable by all proxies validly appointed;	1,002,687,023	226,169,453
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution	1,000,832,450	220,868,140
(ii)    was to vote against the resolution	876,785	548,167
(iii)   was to abstain on the resolution	651,109	515,499
(iv)   may vote at the proxy's discretion	977,788	4,753,146
The total number of abstentions from voting on the poll on this resolution were;	641,287	515,499
8. To re-elect Jan du Plessis as a director
Total number of proxy votes exercisable by all proxies validly appointed;	1,002,309,902	226,202,550
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution	994,262,438	220,906,905
(ii)    was to vote against the resolution	7,089,867	550,317
(iii)   was to abstain on the resolution	1,026,341	483,181
(iv)   may vote at the proxy's discretion	957,597	4,745,328
The total number of abstentions from voting on the poll on this resolution were;	1,022,901	483,181
9. To re-elect Guy Elliott as a director
Total number of proxy votes exercisable by all proxies validly appointed;	1,002,708,626	226,209,362
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution	998,451,459	218,431,361
(ii)    was to vote against the resolution	3,286,468	3,018,515
(iii)   was to abstain on the resolution	628,692	476,369
(iv)   may vote at the proxy's discretion	970,699	4,759,486
The total number of abstentions from voting on the poll on this resolution were;	626,374	476,369
10. To re-elect Michael Fitzpatrick as a director
Total number of proxy votes exercisable by all proxies validly appointed;	1,002,273,073	226,191,805
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution	998,754,944	217,367,786
(ii)    was to vote against the resolution	2,517,501	4,040,268
(iii)   was to abstain on the resolution	1,063,341	494,385
(iv)   may vote at the proxy's discretion	1,000,628	4,783,751
The total number of abstentions from voting on the poll on this resolution were;	1,072,147	494,385
11. To re-elect Ann Godbehere as a director
Total number of proxy votes exercisable by all proxies validly appointed;	1,002,737,731	226,195,391
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution	997,818,861	220,845,720
(ii)    was to vote against the resolution	3,972,508	556,920
(iii)   was to abstain on the resolution	602,829	490,235
(iv)   may vote at the proxy's discretion	946,362	4,792,751
The total number of abstentions from voting on the poll on this resolution were;	599,389	490,235
12. To re-elect Richard Goodmanson as a director
Total number of proxy votes exercisable by all proxies validly appointed;	1,002,305,454	226,182,438
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution	1,000,543,987	217,887,542
(ii)    was to vote against the resolution	750,720	3,498,217
(iii)   was to abstain on the resolution	1,030,960	503,752
(iv)   may vote at the proxy's discretion	1,010,747	4,796,679
The total number of abstentions from voting on the poll on this resolution were;	1,038,766	503,752
13. To re-elect Lord Kerr as a director
Total number of proxy votes exercisable by all proxies validly appointed;	1,002,698,878	226,154,197
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution	1,000,436,590	217,477,200
(ii)    was to vote against the resolution	1,249,688	3,895,131
(iii)   was to abstain on the resolution	635,300	530,459
(iv)   may vote at the proxy's discretion	1,012,600	4,781,866
The total number of abstentions from voting on the poll on this resolution were;	642,971	530,459
14. To re-elect Paul Tellier as a director
Total number of proxy votes exercisable by all proxies validly appointed;	1,002,284,166	226,113,434
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution	1,000,302,676	220,718,178
(ii)    was to vote against the resolution	974,731	600,890
(iii)   was to abstain on the resolution	1,052,248	572,756
(iv)   may vote at the proxy's discretion	1,006,759	4,794,366
The total number of abstentions from voting on the poll on this resolution were;	1,062,753	572,756
15. To re-elect Sam Walsh as a director
Total number of proxy votes exercisable by all proxies validly appointed;	1,002,743,625	226,197,666
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution	999,581,375	218,114,712
(ii)    was to vote against the resolution	2,158,620	3,277,797
(iii)   was to abstain on the resolution	595,064	487,687
(iv)   may vote at the proxy's discretion	1,003,630	4,805,157
The total number of abstentions from voting on the poll on this resolution were;	599,692	487,687
16. Re-appointment and remuneration of auditors of Rio Tinto plc
Total number of proxy votes exercisable by all proxies validly appointed;	987,419,001	226,157,171
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution	982,238,537	220,806,920
(ii)    was to vote against the resolution	4,218,645	556,825
(iii)   was to abstain on the resolution	15,917,788	521,415
(iv)   may vote at the proxy's discretion	961,819	4,793,426
The total number of abstentions from voting on the poll on this resolution were;	15,913,197	521,415

PROXY POSITION FOR RIO TINTO PLC ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 19 APRIL 2012

17. Approval of the Rio Tinto Global Employee Share Plan
Total number of proxy votes exercisable by all proxies validly appointed;	1,002,254,418
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution	998,272,936
(ii)    was to vote against the resolution	3,018,820
(iii)   was to abstain on the resolution	1,076,289
(iv)   may vote at the proxy's discretion	962,662
The total number of abstentions from voting on the poll on this resolution were;	1,076,061
18. Renewal of the Rio Tinto Share Savings Plan
Total number of proxy votes exercisable by all proxies validly appointed;	1,002,267,088
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution	990,786,588
(ii)    was to vote against the resolution	10,519,337
(iii)   was to abstain on the resolution	1,067,420
(iv)   may vote at the proxy's discretion	961,163
The total number of abstentions from voting on the poll on this resolution were;	1,066,430
19. General authority to allot shares
Total number of proxy votes exercisable by all proxies validly appointed;	992,648,029
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution	944,174,679
(ii)    was to vote against the resolution	47,463,895
(iii)   was to abstain on the resolution	10,690,658
(iv)   may vote at the proxy's discretion	1,009,455
The total number of abstentions from voting on the poll on this resolution were;	10,696,657
20. Disapplication of pre-emption rights
Total number of proxy votes exercisable by all proxies validly appointed;	999,779,776
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution	987,486,494
(ii)    was to vote against the resolution	11,300,533
(iii)   was to abstain on the resolution	3,558,065
(iv)   may vote at the proxy's discretion	992,749
The total number of abstentions from voting on the poll on this resolution were;	3,556,173
21. Authority to purchase Rio Tinto plc shares
Total number of proxy votes exercisable by all proxies validly appointed;	1,002,833,435
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution	998,238,262
(ii)    was to vote against the resolution	3,626,376
(iii)   was to abstain on the resolution	499,707
(iv)   may vote at the proxy's discretion	968,797
The total number of abstentions from voting on the poll on this resolution were;	498,591
22. Notice period for general meetings other than annual general meetings
Total number of proxy votes exercisable by all proxies validly appointed;	1,002,814,081
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution	910,280,047
(ii)    was to vote against the resolution	91,561,382
(iii)   was to abstain on the resolution	524,264
(iv)   may vote at the proxy's discretion	972,652
The total number of abstentions from voting on the poll on this resolution were;	519,004

PROXY POSITION FOR RIO TINTO LIMITED ONLY MATTERS - RESOLUTION FROM MEETING HELD ON 10 MAY 2012

17. Renewal of off-market and on-market share buyback authorities
Total number of proxy votes exercisable by all proxies validly appointed;		226,112,924
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution		216,928,555
(ii)    was to vote against the resolution		4,318,244
(iii)   was to abstain on the resolution		573,266
(iv)   may vote at the proxy's discretion		4,866,125
The total number of abstentions from voting on the poll on this resolution were;		573,266

APPENDIX 3.   INFORMATION REQUIRED IN RESPECT OF RIO TINTO PLC BY THE COMPANIES ACT

For the purposes of section 341 of the Companies Act 2006 (as amended by The Companies (Shareholders' Rights) Regulations 2009) and in respect of Rio Tinto plc, the votes validly cast are expressed as a percentage of the Rio Tinto plc's total issued share capital (as at 6pm 17 April 2011). It should be noted that a vote 'withheld' is not a vote in law and is not counted in the calculation of the proportion of votes cast for each resolution.

For joint decision resolutions, this calculation does not include Rio Tinto Limited's issued capital or the votes cast at the Rio Tinto Limited annual general meeting which are added to the votes cast at the Rio Tinto plc annual general meeting to give the final result in relation to each joint electorate resolution. Final poll results for Rio Tinto plc and Rio Tinto Limited can be found in Appendix 1 of this announcement.

		Rio Tinto plc votes cast as a percentage of Rio Tinto plc's issued capital
1	Receipt of 2011 Annual report	70.45%
2	Approval of the Remuneration report	69.76%
3	To elect Chris Lynch as a director	71.06%
4	To elect John Varley as a director	71.05%
5	To re-elect Tom Albanese as a director	71.09%
6	To re-elect Robert Brown as a director	71.07%
7	To re-elect Vivienne Cox as a director	71.07%
8	To re-elect Jan du Plessis as a director	71.05%
9	To re-elect Guy Elliott as a director	71.08%
10	To re-elect Michael Fitzpatrick as a director	71.04%
11	To re-elect Ann Godbehere as a director	71.08%
12	To re-elect Richard Goodmanson as a director	71.05%
13	To re-elect Lord Kerr as a director	71.07%
14	To re-elect Paul Tellier as a director	71.04%
15	To re-elect Sam Walsh as a director	71.08%
16	Re-appointment and remuneration of auditors of Rio Tinto plc	69.99%
17	Approval of the Rio Tinto Global Employee Share Plan	71.04%
18	Renewal of the Rio Tinto Share Savings Plan	71.04%
19	General authority to allot shares	70.36%
20	Disapplication of pre-emption rights	70.87%
21	Authority to purchase Rio Tinto plc shares	71.08%
22	Notice period for general meetings other than annual general meetings	71.08%

 

END

 

 

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