RIO TINTO PLC The annual general meetings of Rio Tinto plc and Rio Tinto Limited were held on 12 April 2017 and
4 May 2017 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 19 contained in the notices of meeting for each of Rio Tinto plc and Rio Tinto Limited fall into this category. Resolutions 20 to 23 of the Rio Tinto plc notice of meeting were put to Rio Tinto plc shareholders only and resolution 20 of the Rio Tinto Limited notice of meeting was put to Rio Tinto Limited shareholders only.
All resolutions were carried by poll. The results of the Rio Tinto plc polls were certified by the scrutineer, Computershare Investor Services PLC and the results of the Rio Tinto Limited polls were as reported by the duly appointed returning officer, a representative of Computershare Investor Services Pty Limited. These results are as set out below. Information on the final proxy position for each company is detailed in Appendix 1, and the votes cast on each resolution as a percentage of the issued capital of each company is set out in Appendix 2.
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 athttp://www.morningstar.co.uk/uk/NSM
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 / Abstained ¹ | Result | ||
1 | Receipt of the 2016 Annual report | 1,239,477,785 | 13,288,213 | 5,245,517 | CARRIED |
2 | Approval of the Directors' report on Remuneration and Remuneration Committee chairman's letter | 1,129,958,024 | 92,941,663 | 35,076,929 | CARRIED |
3 | Approval of the Remuneration Report | 1,132,204,096 | 101,328,803 | 24,441,482 | CARRIED |
4 | Approval of potential termination benefits | 1,226,592,667 | 29,138,285 | 2,245,979 | CARRIED |
5 | To re-elect Megan Clark as a director | 1,253,012,384 | 3,887,320 | 1,135,664 | CARRIED |
6 | To elect David Constable as a director | 1,070,744,135 | 3,560,357 | 183,728,871 | CARRIED |
7 | To re-elect Jan du Plessis as a director | 1,221,269,986 | 29,515,768 | 7,239,952 | CARRIED |
8 | To re-elect Ann Godbehere as a director | 1,245,035,496 | 11,832,885 | 1,163,658 | CARRIED |
9 | To elect Simon Henry as a director, effective as of 1 July 2017 | 1,071,367,517 | 2,925,531 | 183,739,004 | CARRIED |
10 | To elect Jean-Sébastien Jacques as a director | 1,254,397,011 | 2,488,954 | 1,146,349 | CARRIED |
11 | To elect Sam Laidlaw as a director | 1,070,828,199 | 2,062,104 | 185,142,738 | CARRIED |
12 | To re-elect Michael L'Estrange as a director | 1,253,885,077 | 2,959,827 | 1,186,925 | CARRIED |
13 | To re-elect Chris Lynch as a director | 1,253,384,068 | 3,518,460 | 1,131,275 | CARRIED |
14 | To re-elect Paul Tellier as a director | 1,246,728,108 | 9,586,996 | 1,714,265 | CARRIED |
15 | To re-elect Simon Thompson as a director | 1,248,862,846 | 8,135,723 | 1,035,005 | CARRIED |
16 | To re-elect John Varley as a director | 1,240,061,280 | 16,430,593 | 1,541,246 | CARRIED |
17 | Re-appointment of auditors | 1,228,410,037 | 29,056,351 | 560,666 | CARRIED |
18 | Remuneration of auditors | 1,253,589,364 | 3,807,246 | 633,494 | CARRIED |
19 | Authority to make political donations | 1,246,631,614 | 10,579,199 | 816,527 | CARRIED |
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. | |||||
The following resolutions were put to Rio Tinto plc shareholders only and carried at the Rio Tinto plc meeting held on 12 April 2017. Resolution 20 was carried as an ordinary resolution and resolutions 21 to 23 as special resolutions. The results of the polls were as follows:
For | Against | Withheld | Result | ||
20 | General authority to allot shares | 915,275,730 | 101,128,256 | 2,035,465 | CARRIED |
21 | Disapplication of pre-emption rights | 773,128,535 | 242,117,246 | 3,187,669 | CARRIED |
22 | Authority to purchase Rio Tinto plc shares | 1,003,583,580 | 14,357,517 | 495,043 | CARRIED |
23 | Notice period for general meetings other than annual general meetings | 965,487,970 | 52,601,901 | 346,346 | CARRIED |
The following resolution was put to Rio Tinto Limited shareholders only and carried at the Rio Tinto Limited meeting held on 4 May 2017 as a special resolution. The result of the poll was as follows:
For | Against | Abstained | Result | ||
20 | Renewal of off-market and on-market share buy-back authorities | 235,806,310 | 1,321,069 | 2,469,050 | CARRIED |
Steve Allen Company Secretary | Tim Paine Joint Company Secretary |
Rio Tinto plc 6 St James's Square London SW1Y 4AD United Kingdom
T +44 20 7781 2058 No. 719885 | Rio Tinto Limited 120 Collins Street Melbourne 3000 Australia T +61 3 9283 3333 Registered in Australia ABN 96 004 458 404 |
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 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
References in this appendix in respect of resolutions 1-19 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:
Rio Tinto plc | Rio Tinto Limited | |
1. Receipt of the 2016 Annual report | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 1,018,160,230 | 234,485,796 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 1,004,026,553 | 231,216,756 |
(ii) was to vote against the resolution | 13,189,190 | 98,396 |
(iii) was to abstain on the resolution | 251,367 | 4,993,699 |
(iv) may vote at the proxy's discretion | 944,487 | 3,170,644 |
2. Approval of the Directors' report on Remuneration and Remuneration Committee chairman's letter | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 985,788,616 | 236,997,221 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 919,468,506 | 206,786,971 |
(ii) was to vote against the resolution | 65,395,616 | 27,090,188 |
(iii) was to abstain on the resolution | 32,625,440 | 2,449,511 |
(iv) may vote at the proxy's discretion | 924,494 | 3,120,062 |
PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS | ||
Rio Tinto plc | Rio Tinto Limited | |
3. Approval of the Remuneration Report | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 995,872,922 | 237,547,716 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 921,721,102 | 206,712,910 |
(ii) was to vote against the resolution | 73,158,796 | 27,711,749 |
(iii) was to abstain on the resolution | 22,539,498 | 1,899,015 |
(iv) may vote at the proxy's discretion | 993,024 | 3,123,057 |
4. Approval of potential termination benefits | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 1,016,964,537 | 238,656,671 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 990,157,245 | 232,283,514 |
(ii) was to vote against the resolution | 25,836,769 | 3,265,615 |
(iii) was to abstain on the resolution | 1,450,443 | 791,456 |
(iv) may vote at the proxy's discretion | 970,523 | 3,107,542 |
5. To re-elect Megan Clark as a director | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 1,017,608,606 | 239,173,478 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 1,013,426,974 | 235,343,013 |
(ii) was to vote against the resolution | 3,223,634 | 651,352 |
(iii) was to abstain on the resolution | 805,542 | 326,102 |
(iv) may vote at the proxy's discretion | 957,998 | 3,179,113 |
PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS | ||
Rio Tinto plc | Rio Tinto Limited | |
6. To elect David Constable as a director | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 835,051,958 | 239,136,948 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 831,260,291 | 235,233,647 |
(ii) was to vote against the resolution | 2,834,777 | 720,478 |
(iii) was to abstain on the resolution | 183,362,219 | 362,632 |
(iv) may vote at the proxy's discretion | 956,890 | 3,182,823 |
7. To re-elect Jan du Plessis as a director | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 1,011,822,475 | 238,855,146 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 984,616,552 | 232,853,516 |
(ii) was to vote against the resolution | 26,256,717 | 2,830,136 |
(iii) was to abstain on the resolution | 6,591,910 | 644,289 |
(iv) may vote at the proxy's discretion | 949,206 | 3,171,494 |
8. To re-elect Ann Godbehere as a director | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 1,017,596,709 | 239,157,620 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 1,006,703,125 | 234,131,998 |
(ii) was to vote against the resolution | 9,952,559 | 1,867,327 |
(iii) was to abstain on the resolution | 817,679 | 341,959 |
(iv) may vote at the proxy's discretion | 941,025 | 3,158,295 |
PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS | ||
Rio Tinto plc | Rio Tinto Limited | |
9. To elect Simon Henry as a director, effective as of 1 July 2017 | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 835,045,221 | 239,132,211 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 831,884,957 | 235,244,979 |
(ii) was to vote against the resolution | 2,217,165 | 700,757 |
(iii) was to abstain on the resolution | 183,367,736 | 367,278 |
(iv) may vote at the proxy's discretion | 943,099 | 3,186,475 |
10. To elect Jean-Sébastien Jacques as a director | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 1,017,605,445 | 239,163,236 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 1,014,550,463 | 235,581,837 |
(ii) was to vote against the resolution | 2,099,478 | 385,957 |
(iii) was to abstain on the resolution | 807,184 | 336,343 |
(iv) may vote at the proxy's discretion | 955,504 | 3,195,442 |
11. To elect Sam Laidlaw as a director | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 833,638,687 | 239,136,000 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 831,789,011 | 234,769,861 |
(ii) was to vote against the resolution | 895,395 | 1,161,129 |
(iii) was to abstain on the resolution | 184,775,703 | 363,045 |
(iv) may vote at the proxy's discretion | 954,281 | 3,205,010 |
PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS | ||
Rio Tinto plc | Rio Tinto Limited | |
12. To re-elect Michael L'Estrange as a director | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 1,017,601,325 | 239,128,926 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 1,014,512,648 | 235,113,234 |
(ii) was to vote against the resolution | 2,139,428 | 813,630 |
(iii) was to abstain on the resolution | 812,852 | 370,654 |
(iv) may vote at the proxy's discretion | 949,249 | 3,202,062 |
13. To re-elect Chris Lynch as a director | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 1,017,625,482 | 239,159,546 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 1,013,945,709 | 235,134,984 |
(ii) was to vote against the resolution | 2,703,822 | 808,357 |
(iii) was to abstain on the resolution | 787,223 | 340,032 |
(iv) may vote at the proxy's discretion | 975,951 | 3,216,205 |
14. To re-elect Paul Tellier as a director | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 1,017,060,309 | 239,140,743 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 1,008,571,836 | 234,285,495 |
(ii) was to vote against the resolution | 7,517,542 | 1,647,960 |
(iii) was to abstain on the resolution | 1,351,409 | 358,836 |
(iv) may vote at the proxy's discretion | 970,931 | 3,207,288 |
PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS | ||
Rio Tinto plc | Rio Tinto Limited | |
15. To re-elect Simon Thompson as a director | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 1,017,734,503 | 239,148,480 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 1,012,909,201 | 231,647,864 |
(ii) was to vote against the resolution | 3,850,845 | 4,281,783 |
(iii) was to abstain on the resolution | 679,886 | 351,099 |
(iv) may vote at the proxy's discretion | 974,457 | 3,218,833 |
16. To re-elect John Varley as a director | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 1,017,221,267 | 239,152,480 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 1,003,612,680 | 232,573,986 |
(ii) was to vote against the resolution | 12,641,940 | 3,365,557 |
(iii) was to abstain on the resolution | 1,192,667 | 347,099 |
(iv) may vote at the proxy's discretion | 966,647 | 3,212,937 |
17. Re-appointment of auditors | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 1,018,168,820 | 239,180,876 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 991,490,623 | 233,044,319 |
(ii) was to vote against the resolution | 25,734,611 | 2,901,981 |
(iii) was to abstain on the resolution | 240,533 | 318,380 |
(iv) may vote at the proxy's discretion | 943,586 | 3,234,576 |
PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS | ||
Rio Tinto plc | Rio Tinto Limited | |
18. Remuneration of auditors | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 1,018,158,449 | 239,125,641 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 1,014,598,930 | 234,721,337 |
(ii) was to vote against the resolution | 2,606,460 | 1,193,085 |
(iii) was to abstain on the resolution | 255,861 | 372,109 |
(iv) may vote at the proxy's discretion | 953,059 | 3,211,219 |
19. Authority to make political donations | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 1,017,905,059 | 239,189,692 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 1,009,751,560 | 232,748,157 |
(ii) was to vote against the resolution | 7,198,237 | 3,319,802 |
(iii) was to abstain on the resolution | 506,243 | 309,434 |
(iv) may vote at the proxy's discretion | 955,262 | 3,121,733 |
PROXY POSITION FOR RIO TINTO PLC ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 12 APRIL 2017
Rio Tinto plc | ||
20. General authority to allot shares | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 1,016,382,262 | |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 914,308,462 | |
(ii) was to vote against the resolution | 101,113,807 | |
(iii) was to abstain on the resolution | 2,035,434 | |
(iv) may vote at the proxy's discretion | 959,993 | |
PROXY POSITION FOR RIO TINTO PLC ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 12 APRIL 2017 | ||
Rio Tinto plc | ||
21. Disapplication of pre-emption rights | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 1,015,226,754 | |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 772,168,042 | |
(ii) was to vote against the resolution | 242,101,354 | |
(iii) was to abstain on the resolution | 3,187,636 | |
(iv) may vote at the proxy's discretion | 957,358 | |
22. Authority to purchase Rio Tinto plc shares | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 1,017,919,363 | |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 1,003,055,696 | |
(ii) was to vote against the resolution | 13,927,315 | |
(iii) was to abstain on the resolution | 495,022 | |
(iv) may vote at the proxy's discretion | 936,352 | |
23. Notice period for general meetings other than annual general meetings | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 1,018,068,049 | |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 964,939,570 | |
(ii) was to vote against the resolution | 52,183,038 | |
(iii) was to abstain on the resolution | 346,337 | |
(iv) may vote at the proxy's discretion | 945,441 | |
PROXY POSITION FOR RIO TINTO LIMITED ONLY MATTERS - RESOLUTION FROM MEETING HELD ON 4 MAY 2017
Rio Tinto Limited | ||
20 Renewal of off-market and on-market share buy-back authorities | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 237,029,826 | |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 232,539,423 | |
(ii) was to vote against the resolution | 1,300,365 | |
(iii) was to abstain on the resolution | 2,468,011 | |
(iv) may vote at the proxy's discretion | 3,190,038 |
Appendix 2
VOTES CAST AS A PERCENTAGE OF ISSUED CAPITAL
For the purposes of section 341 of the UK 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 Rio Tinto plc's total issued share capital as at 6pm on 10 April 2017.
In respect of Rio Tinto Limited, the votes validly cast are expressed as a percentage of Rio Tinto Limited's issued capital as at 7pm on 2 May 2017.
It should be noted that 'withheld' votes at Rio Tinto plc's meeting and 'abstained' votes at Rio Tinto Limited's meeting are not included in the calculation of the proportion of total votes cast on each resolution. For UK Law purposes, a vote 'withheld' is not a vote in law.
Rio Tinto plc votes cast as a percentage of Rio Tinto plc's issued capital | Rio Tinto Limited votes cast as a percentage of Rio Tinto Limited's issued capital | ||
Joint Decision Matters | |||
1 | Receipt of the 2016 Annual report | 74.12% | 55.30% |
2 | Approval of the Directors' report on Remuneration and Remuneration Committee chairman's letter | 71.77% | 55.89% |
3 | Approval of the Remuneration Report | 72.50% | 56.02% |
4 | Approval of potential termination benefits | 74.04% | 56.28% |
5 | To re-elect Megan Clark as a director | 74.08% | 56.41% |
6 | To elect David Constable as a director | 60.79% | 56.40% |
7 | To re-elect Jan du Plessis as a director | 73.66% | 56.33% |
8 | To re-elect Ann Godbehere as a director | 74.08% | 56.40% |
9 | To elect Simon Henry as a director, effective as of 1 July 2017 | 60.79% | 56.40% |
10 | To elect Jean-Sébastien Jacques as a director | 74.08% | 56.40% |
11 | To elect Sam Laidlaw as a director | 60.69% | 56.40% |
12 | To re-elect Michael L'Estrange as a director | 74.08% | 56.40% |
13 | To re-elect Chris Lynch as a director | 74.08% | 56.40% |
14 | To re-elect Paul Tellier as a director | 74.04% | 56.40% |
15 | To re-elect Simon Thompson as a director | 74.09% | 56.40% |
16 | To re-elect John Varley as a director | 74.06% | 56.40% |
17 | Re-appointment of auditors | 74.12% | 56.41% |
18 | Remuneration of auditors | 74.12% | 56.39% |
19 | Authority to make political donations | 74.10% | 56.41% |
Rio Tinto plc only matters | |||
20 | General authority to allot shares | 73.99% | |
21 | Disapplication of pre-emption rights | 73.91% | |
22 | Authority to purchase Rio Tinto plc shares | 74.11% | |
23 | Notice period for general meetings other than annual general meetings | 74.12% | |
Rio Tinto Limited only matters | |||
20 | Renewal of off-market and on-market share buy-back authorities | 55.90% | |
Rio Tinto plc published this content on 04 May 2017 and is solely responsible for the information contained herein.
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