Results of Rio Tinto annual general meetings

Rio Tinto PLC
04 May 2023
 

 

Notice to ASX/LSE

 

Results of Rio Tinto annual general meetings

4 May 2023

 

The annual general meetings of Rio Tinto plc and Rio Tinto Limited were held on 6 April 2023 and 4 May 2023 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 18 contained in the notices of meeting of each Rio Tinto plc and Rio Tinto Limited, set out in table 1 below, fall into this category. Resolutions 19 to 22 of the Rio Tinto plc notice of meeting, set out in table 2 below, were put to Rio Tinto plc shareholders only.  Resolution 19 of the Rio Tinto Limited notice of meeting, set out in table 3 below, was put to Rio Tinto Limited shareholders only. All resolutions were carried.

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 positions for each meeting 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

riotinto.com/agm.

 

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. The results of the polls were as follows:    

                                                                                                                                                                                                                                                                                                                                                                                 

Resolution

Total Votes Cast

For

Against

Withheld/ Abstained ¹

 

 

 

Number

%

Number

%

 

1.

Receipt of the 2022 Annual Report

1,114,727,126

1,111,613,490

99.72

3,113,636

0.28

23,252,660

2.

Approval of the Directors' Remuneration Report: Implementation Report

1,116,894,192

1,072,571,974

96.03

44,322,218

3.97

21,075,873

3.

Approval of the Directors' Remuneration Report

1,116,856,327

1,072,114,833

95.99

44,741,494

4.01

21,100,383

4.

Approval of potential termination benefits

1,122,728,773

1,110,569,418

98.92

12,159,355

1.08

15,225,522

5.

To elect Kaisa Hietala as a Director

1,124,208,498

1,120,454,754

99.67

3,753,744

0.33

13,758,183

6.

To re-elect Dominic Barton BBM as a Director

1,106,787,736

1,078,546,696

97.45

28,241,040

2.55

31,192,548

7.

To re-elect Megan Clark AC as a Director

1,111,673,221

1,044,724,106

93.98

66,949,115

6.02

26,307,143

8.

To re-elect Peter Cunningham as a Director

1,121,436,663

1,118,259,073

99.72

3,177,590

0.28

16,543,626

9.

To re-elect Simon Henry as a Director

1,122,208,930

1,104,673,131

98.44

17,535,799

1.56

15,771,435

10.

To re-elect Sam Laidlaw as a Director

1,110,844,869

1,084,945,294

97.67

25,899,575

2.33

27,134,472

11.

To re-elect Simon McKeon AO as a Director

1,123,018,937

1,105,530,495

98.44

17,488,442

1.56

14,961,428

12.

To re-elect Jennifer Nason as a Director

1,124,304,259

1,106,924,925

98.45

17,379,334

1.55

13,676,106

13.

To re-elect Jakob Stausholm as a Director

1,124,378,763

1,119,020,716

99.52

5,358,047

0.48

13,601,604

14.

To re-elect Ngaire Woods CBE as a Director

1,124,232,130

1,105,733,427

98.35

18,498,703

1.65

13,748,135

15.

To re-elect Ben Wyatt as a Director

1,121,435,411

1,107,488,634

98.76

13,946,777

1.24

16,544,954

16.

Re-appointment of auditors

1,124,275,011

1,116,674,652

99.32

7,600,359

0.68

13,702,613

17.

Remuneration of auditors

1,124,164,392

1,122,055,205

99.81

2,109,187

0.19

13,767,346

18.

Authority to make political donations

1,124,197,208

1,105,026,624

98.29

19,170,584

1.71

13,775,951

 

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.

 

 

Table 2

The following resolutions were put to Rio Tinto plc shareholders only and carried at the Rio Tinto plc meeting held on 6 April 2023. Resolution 19 was carried as an ordinary resolution and resolutions 20 to 22 as special resolutions. In accordance with the UK 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

 

 

 

Number

%

Number

%

 

19.

General authority to allot shares

909,162,407

896,719,373

98.63

12,443,034

1.37

13,243,072

20.

Disapplication of pre-emption rights

908,474,624

903,182,122

99.42

5,292,502

0.58

13,930,703

21.

Authority to purchase Rio Tinto plc shares

909,156,795

720,621,578

79.26

188,535,217

20.74

13,240,002

22.

Notice period for general meetings other than annual general meetings

909,402,530

873,062,810

96.00

36,339,720

4.00

13,004,092

 

 

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 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

Resolution 19 below was put to Rio Tinto Limited shareholders only. Resolution 19 was carried as a special resolution. The results of the poll were as follows:

 

Resolution

Total Votes Cast

For

Against

Abstained

 

 

 

Number

%

Number

%

 

19.

Renewal of off-market and on-market share buy-back authorities

215,019,440

214,426,433

99.72

593,007

0.28

552,155

 

 

 

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,

United Kingdom

 

Matthew Klar

M +44 7796 630 637

 

David Outhwaite

M +44 7787 597 493

 

 

 

Media Relations,

Australia

 

Matt Chambers

M +61 433 525 739

 

Jesse Riseborough

M +61 436 653 412

 

Alyesha Anderson

M +61 434 868 118

 

 

Media Relations,

Americas

 

Simon Letendre

M +514 796 4973

 

Malika Cherry

M +1 418 592 7293

Investor Relations,

United Kingdom

 

Menno Sanderse

M +44 7825 195 178

 

David Ovington

M +44 7920 010 978

 

Danielle Smith

M +44 7788 190 672

 

 

Investor Relations,

Australia

 

Tom Gallop

M +61 439 353 948

 

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 43, 120 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 1-18 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 2022 Annual Report

 

 

Total number of proxy votes exercisable by all proxies validly appointed:

901,817,928

212,818,075

Total number of proxy votes in respect of which the appointments specified that the proxy:


 

(i)     was to vote for the resolution

898,801,109

209,663,259

(ii)    was to vote against the resolution

2,512,938

599,877

(iii)   was to abstain on the resolution

20,597,236

2,652,075

(iv)   may vote at the proxy's discretion

503,881

2,554,939

2. Approval of the Directors' Remuneration Report: Implementation Report

 

 

Total number of proxy votes exercisable by all proxies validly appointed:

902,110,047

214,716,135

Total number of proxy votes in respect of which the appointments specified that the proxy:


 

(i)     was to vote for the resolution

860,871,428

208,612,203

(ii)    was to vote against the resolution

40,742,394

3,563,598

(iii)   was to abstain on the resolution

20,305,115

754,015

(iv)   may vote at the proxy's discretion

496,225

2,540,334

3. Approval of the Directors' Remuneration Report

 

 

Total number of proxy votes exercisable by all proxies validly appointed:

902,057,415

214,731,294

Total number of proxy votes in respect of which the appointments specified that the proxy:


 

(i)     was to vote for the resolution

860,552,710

208,483,989

(ii)    was to vote against the resolution

41,004,676

3,720,417

(iii)   was to abstain on the resolution

20,344,892

738,856

(iv)   may vote at the proxy's discretion

500,029

2,526,888

4. Approval of potential termination benefits

 

 

Total number of proxy votes exercisable by all proxies validly appointed:

908,152,377

214,529,057

Total number of proxy votes in respect of which the appointments specified that the proxy:


 

(i)     was to vote for the resolution

899,372,620

208,146,697

(ii)    was to vote against the resolution

8,282,984

3,879,834

(iii)   was to abstain on the resolution

14,262,757

925,588

(iv)   may vote at the proxy's discretion

496,773

2,502,526

5. To elect Kaisa Hietala as a Director

 

 

Total number of proxy votes exercisable by all proxies validly appointed:

909,212,797

214,886,585

Total number of proxy votes in respect of which the appointments specified that the proxy:


 

(i)     was to vote for the resolution

906,688,450

210,591,850

(ii)    was to vote against the resolution

2,017,917

1,734,333

(iii)   was to abstain on the resolution

13,189,247

583,002

(iv)   may vote at the proxy's discretion

506,430

2,560,402

6. To re-elect Dominic Barton BBM as a Director

 

 

Total number of proxy votes exercisable by all proxies validly appointed:

893,033,031

213,645,789

Total number of proxy votes in respect of which the appointments specified that the proxy:


 

(i)     was to vote for the resolution

867,637,042

207,750,287

(ii)    was to vote against the resolution

24,893,916

3,345,630

(iii)   was to abstain on the resolution

29,382,103

1,824,311

(iv)   may vote at the proxy's discretion

502,073

2,549,872

7. To re-elect Megan Clark AC as a Director

 

 

Total number of proxy votes exercisable by all proxies validly appointed:

897,695,265

213,886,928

Total number of proxy votes in respect of which the appointments specified that the proxy:


 

(i)     was to vote for the resolution

843,640,615

197,942,534

(ii)    was to vote against the resolution

53,552,120

13,393,703

(iii)   was to abstain on the resolution

24,719,898

1,583,220

(iv)   may vote at the proxy's discretion

502,530

2,550,691

8. To re-elect Peter Cunningham as a Director

 

 

Total number of proxy votes exercisable by all proxies validly appointed:

906,961,788

214,366,286

Total number of proxy votes in respect of which the appointments specified that the proxy:


 

(i)     was to vote for the resolution

904,615,182

210,478,938

(ii)    was to vote against the resolution

1,848,298

1,329,265

(iii)   was to abstain on the resolution

15,453,298

1,103,864

(iv)   may vote at the proxy's discretion

498,308

2,558,083

9. To re-elect Simon Henry as a Director

 

 

Total number of proxy votes exercisable by all proxies validly appointed:

907,274,086

214,844,765

Total number of proxy votes in respect of which the appointments specified that the proxy:


 

(i)     was to vote for the resolution

891,639,806

209,880,337

(ii)    was to vote against the resolution

15,137,335

2,398,192

(iii)   was to abstain on the resolution

15,141,078

625,383

(iv)   may vote at the proxy's discretion

496,945

2,566,236

10. To re-elect Sam Laidlaw as a Director

 

 

Total number of proxy votes exercisable by all proxies validly appointed:

896,562,087

214,192,099

Total number of proxy votes in respect of which the appointments specified that the proxy:


 

(i)     was to vote for the resolution

872,578,763

209,218,855

(ii)    was to vote against the resolution

23,480,373

2,417,441

(iii)   was to abstain on the resolution

25,852,053

1,278,049

(iv)   may vote at the proxy's discretion

502,951

2,555,803

11. To re-elect Simon McKeon AO as a Director

 

 

Total number of proxy votes exercisable by all proxies validly appointed:

908,305,990

214,623,557

Total number of proxy votes in respect of which the appointments specified that the proxy:


 

(i)     was to vote for the resolution

892,163,889

210,225,206

(ii)    was to vote against the resolution

15,642,659

1,845,486

(iii)   was to abstain on the resolution

14,109,174

846,591

(iv)   may vote at the proxy's discretion

499,442

2,552,865

12. To re-elect Jennifer Nason as a Director

 

 

Total number of proxy votes exercisable by all proxies validly appointed:

909,259,930

214,954,439

Total number of proxy votes in respect of which the appointments specified that the proxy:


 

(i)     was to vote for the resolution

893,732,985

210,062,689

(ii)    was to vote against the resolution

15,029,334

2,348,276

(iii)   was to abstain on the resolution

13,155,234

515,709

(iv)   may vote at the proxy's discretion

497,611

2,543,474

13. To re-elect Jakob Stausholm as a Director

 

 

Total number of proxy votes exercisable by all proxies validly appointed:

909,336,929

214,934,204

Total number of proxy votes in respect of which the appointments specified that the proxy:


 

(i)     was to vote for the resolution

905,181,449

210,674,162

(ii)    was to vote against the resolution

3,658,020

1,700,022

(iii)   was to abstain on the resolution

13,078,235

535,946

(iv)   may vote at the proxy's discretion

497,460

2,560,020

14. To re-elect Ngaire Woods CBE as a Director

 

 

Total number of proxy votes exercisable by all proxies validly appointed:

909,196,169

214,946,067

Total number of proxy votes in respect of which the appointments specified that the proxy:


 

(i)     was to vote for the resolution

892,610,992

209,992,876

(ii)    was to vote against the resolution

16,085,602

2,409,948

(iii)   was to abstain on the resolution

13,218,895

524,081

(iv)   may vote at the proxy's discretion

499,575

2,543,243

15. To re-elect Ben Wyatt as a Director

 

 

Total number of proxy votes exercisable by all proxies validly appointed:

906,954,574

214,373,207

Total number of proxy votes in respect of which the appointments specified that the proxy:


 

(i)     was to vote for the resolution

893,382,216

210,951,664

(ii)    was to vote against the resolution

13,073,159

871,873

(iii)   was to abstain on the resolution

15,460,590

1,096,941

(iv)   may vote at the proxy's discretion

499,199

2,549,670

16. Re-appointment of auditors

 

 

Total number of proxy votes exercisable by all proxies validly appointed:

909,251,074

214,932,465

Total number of proxy votes in respect of which the appointments specified that the proxy:


 

(i)     was to vote for the resolution

901,487,014

212,058,081

(ii)    was to vote against the resolution

7,263,568

336,712

(iii)   was to abstain on the resolution

13,162,069

536,963

(iv)   may vote at the proxy's discretion

500,492

2,537,672

17. Remuneration of auditors

 

 

Total number of proxy votes exercisable by all proxies validly appointed:

909,148,432

214,970,872

Total number of proxy votes in respect of which the appointments specified that the proxy:


 

(i)     was to vote for the resolution

906,891,079

212,074,674

(ii)    was to vote against the resolution

1,757,529

350,917

(iii)   was to abstain on the resolution

13,264,680

496,138

(iv)   may vote at the proxy's discretion

499,824

2,545,281

18. Authority to make political donations

Total number of proxy votes exercisable by all proxies validly appointed:

909,204,662

214,932,851

Total number of proxy votes in respect of which the appointments specified that the proxy:


 

(i)     was to vote for the resolution

892,829,034

209,187,777

(ii)    was to vote against the resolution

15,885,222

3,245,566

(iii)   was to abstain on the resolution

13,202,770

537,823

(iv)   may vote at the proxy's discretion

490,406

2,499,508

 

 

PROXY POSITION FOR RIO TINTO PLC ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 6 APRIL 2023

Rio Tinto plc

19. General authority to allot shares

 

Total number of proxy votes exercisable by all proxies validly appointed:

909,170,980

Total number of proxy votes in respect of which the appointments specified that the proxy:


(i)     was to vote for the resolution

896,256,985

(ii)    was to vote against the resolution

12,414,209

(iii)   was to abstain on the resolution

13,243,040

(iv)   may vote at the proxy's discretion

499,786

20. Disapplication of pre-emption rights

 

Total number of proxy votes exercisable by all proxies validly appointed:

908,484,241

Total number of proxy votes in respect of which the appointments specified that the proxy:


(i)     was to vote for the resolution

902,672,798

(ii)    was to vote against the resolution

5,307,492

(iii)   was to abstain on the resolution

13,929,627

(iv)   may vote at the proxy's discretion

503,951

21. Authority to purchase Rio Tinto plc shares

 

Total number of proxy votes exercisable by all proxies validly appointed:

909,183,072

Total number of proxy votes in respect of which the appointments specified that the proxy:


(i)     was to vote for the resolution

720,124,075

(ii)    was to vote against the resolution

188,550,757

(iii)   was to abstain on the resolution

13,222,266

(iv)   may vote at the proxy's discretion

508,240

22. Notice period for general meetings other than annual general meetings

 

Total number of proxy votes exercisable by all proxies validly appointed:

909,411,073

Total number of proxy votes in respect of which the appointments specified that the proxy:


(i)     was to vote for the resolution

872,799,649

(ii)    was to vote against the resolution

36,113,912

(iii)   was to abstain on the resolution

13,004,090

(iv)   may vote at the proxy's discretion

497,512

 

 

PROXY POSITION FOR RIO TINTO LIMITED ONLY MATTERS - RESOLUTION FROM MEETING HELD ON 4 MAY 2023

Rio Tinto Limited

19. Renewal of off-market and on-market share buy-back authorities

 

Total number of proxy votes exercisable by all proxies

validly appointed:

214,922,402

Total number of proxy votes in respect of which the

appointments specified that the proxy:


(i)     was to vote for the resolution

211,776,607

(ii)    was to vote against the resolution

593,007

(iii)   was to abstain on the resolution

548,599

(iv)   may vote at the proxy's discretion

2,552,788

 

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