EX-99.1 2 exagmresults.htm EXHIBIT 99.1 Exhibit
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Notice to ASX and LSE

    
_____________________________________________________________________________________________________


Results of Rio Tinto annual general meetings
9 May 2019

The annual general meetings of Rio Tinto plc and Rio Tinto Limited were held on 10 April 2019 and
9 May 2019 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 in table 1 below contained in the notices of meeting for each of Rio Tinto plc and Rio Tinto Limited fall into this category. Resolutions 17 to 20 of the Rio Tinto plc notice of meeting in table 2 below were put to Rio Tinto plc shareholders only and resolutions 17 to 19 of the Rio Tinto Limited notice of meeting in table 3 below were put to Rio Tinto Limited shareholders only.

All resolutions were carried, with the exception of the requisitioned resolutions 18 and 19 put to shareholders of Rio Tinto Limited only. Requisitioned resolution 18 was not carried and requisitioned resolution 19 was not valid, as it was conditional on resolution 18 being carried by the required majority. All resolutions were decided 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 on our website at riotinto.com/agm2019.

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 2018 Annual report
1,148,431,031
1,139,031,070
99.18
9,399,961
0.82
19,884,877
2.
Approval of the Directors’ Remuneration Report: Implementation Report
1,143,455,162
1,070,321,199
93.60
73,133,963
6.40
24,817,450
3.
Approval of the Directors’ Remuneration Report
1,151,989,943
1,069,822,503
92.87
82,167,440
7.13
16,285,082
4.
To elect Dame Moya Greene as a director
1,152,803,298
1,151,319,566
99.87
1,483,732
0.13
15,517,136
5.
To elect Simon McKeon AO as a director
1,152,809,806
1,143,414,804
99.19
9,395,002
0.81
15,506,876
6.
To elect Jakob Stausholm as a director
1,152,796,169
1,150,819,726
99.83
1,976,443
0.17
15,524,055
7.
To re-elect Megan Clark AC as a director
1,152,878,162
1,148,716,914
99.64
4,161,248
0.36
15,440,488
8.
To re-elect David Constable as a director
1,152,824,455
1,143,511,652
99.19
9,312,803
0.81
15,495,980
9.
To re-elect Simon Henry as a director
1,151,299,466
1,141,619,129
99.16
9,680,337
0.84
17,020,969
10.
To re-elect Jean-Sébastien Jacques as a director
1,152,864,695
1,152,019,655
99.93
845,040
0.07
15,449,819
11.
To re-elect Sam Laidlaw as a director
1,152,830,364
1,136,104,118
98.55
16,726,246
1.45
15,490,069
12.
To re-elect Michael L’Estrange AO as a director
1,152,854,876
1,143,575,610
99.20
9,279,266
0.80
15,461,137
13.
To re-elect Simon Thompson as a director
1,143,067,135
1,098,372,296
96.09
44,694,839
3.91
25,253,297

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14.
Re-appointment of auditors
1,152,217,443
1,126,969,313
97.81
25,248,130
2.19
16,101,429
15.
Remuneration of auditors
1,152,105,253
1,144,667,926
99.35
7,437,327
0.65
16,209,708
16.
Authority to make political donations
1,152,221,407
1,146,541,515
99.51
5,679,892
0.49
16,065,843

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 10 April 2019. Resolution 17 was carried as an ordinary resolution and resolutions 18 to 20 as special resolutions. 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. The results of the polls were as follows:

Resolution
Total Votes Cast
For
Against
Withheld /
Abstained
 
 
 
Number
%
Number
%
 
17.
General authority to allot shares
928,987,497
829,158,948
89.25
99,828,549
10.75
15,051,675
18.
Disapplication of pre-emption rights
927,332,365
925,249,303
99.78
2,083,062
0.22
16,711,049
19.
Authority to purchase Rio Tinto plc shares
928,826,027
734,289,456
79.06
194,536,571
20.94
15,217,689
20.
Notice period for general meetings other than annual general meetings
928,924,707
878,298,677
94.55
50,626,030
5.45
15,119,617

Resolution 19 ‘Authority to purchase Rio Tinto plc shares’ was passed with less than 80% of votes in favour. Shining Prospect (a subsidiary of the Aluminium Corporation of China “Chinalco”) voted against resolution 19. Chinalco has not sold any of its shares in Rio Tinto plc and now has a holding of just 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
Resolutions 17 and 18 below were put to Rio Tinto Limited shareholders only. Resolution 17 was carried as a special resolution. Resolution 18, also a special resolution, was NOT carried. The results of the polls were as follows:

Resolution
Total Votes Cast
For
Against
Withheld /
Abstained
 
 
 
Number
%
Number
%
 
17.
Renewal of off-market and on-market share buy-back authorities
223,482,765
220,354,274
98.60
3,128,491
1.40
791,406
18.
Requisitioned resolution to amend the constitution of Rio Tinto Limited
218,661,572
5,156,968
2.36
213,504,604
97.64
5,614,504

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Resolution 19 was NOT valid as it was conditional on resolution 18 being carried by the required majority. Poll figures are provided below for information purposes only


Resolution
Total Votes Cast
For
Against
Withheld /
Abstained
 
 
 
Number
%
Number
%
 
19.
Requisitioned resolution on transition planning disclosure
223,361,308
13,393,204
6.00
209,968,104
94.00
915,368



LEI: 213800YOEO5OQ72G2R82
Classification: 3.1. Additional regulated information required to be disclosed under the laws of a Member State

Steve Allen
Group company secretary

Tim Paine
Joint company secretary
Rio Tinto plc
6 St James’s Square
London SW1Y 4AD
United Kingdom

T +44 20 7781 1345
Registered in England
No. 719885
Rio Tinto Limited
Level 7, 360 Collins Street
Melbourne 3000
Australia

T +61 3 9283 3333
Registered in Australia
ABN 96 004 458 404

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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.

References in this appendix in respect of resolutions 1-16 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 2018 Annual report
 
 
Total number of proxy votes exercisable by all proxies validly appointed:
928,053,281
219,896,839
Total number of proxy votes in respect of which the appointments specified that the proxy:
 
 
(i) was to vote for the resolution
917,957,161
216,564,860
(ii) was to vote against the resolution
9,208,951
190,154
(iii) was to abstain on the resolution
15,663,234
4,221,643
(iv) may vote at the proxy's discretion
887,169
3,141,825
2. Approval of the Directors’ Remuneration Report: Implementation Report
 
 
Total number of proxy votes exercisable by all proxies validly appointed:
919,745,822
223,272,711
Total number of proxy votes in respect of which the appointments specified that the proxy:
 
 
(i) was to vote for the resolution
857,214,473
209,168,706
(ii) was to vote against the resolution
61,631,715
11,019,727
(iii) was to abstain on the resolution
23,971,266
846,409
(iv) may vote at the proxy's discretion
899,634
3,084,278

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3. Approval of the Directors’ Remuneration Report
 
 
Total number of proxy votes exercisable by all proxies validly appointed:
928,229,978
223,325,016
Total number of proxy votes in respect of which the appointments specified that the proxy:
 
 
(i) was to vote for the resolution
857,200,518
208,704,033
(ii) was to vote against the resolution
70,161,936
11,522,983
(iii) was to abstain on the resolution
15,489,533
794,094
(iv) may vote at the proxy's discretion
867,524
3,098,000
4. To elect Dame Moya Greene as a director
 
 
Total number of proxy votes exercisable by all proxies validly appointed:
928,625,151
223,701,430
Total number of proxy votes in respect of which the appointments specified that the proxy:
 
 
(i) was to vote for the resolution
926,967,691
219,832,452
(ii) was to vote against the resolution
759,824
715,051
(iii) was to abstain on the resolution
15,093,697
418,245
(iv) may vote at the proxy's discretion
897,636
3,153,927
5. To elect Simon McKeon AO as a director
 
 
Total number of proxy votes exercisable by all proxies validly appointed:
928,616,243
223,717,268
Total number of proxy votes in respect of which the appointments specified that the proxy:
 
 
(i) was to vote for the resolution
925,492,169
213,374,790
(ii) was to vote against the resolution
2,224,920
7,167,860
(iii) was to abstain on the resolution
15,102,575
399,407

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(iv) may vote at the proxy's discretion
899,154
3,174,618
6. To elect Jakob Stausholm as a director
 
 
Total number of proxy votes exercisable by all proxies validly appointed:
928,602,380
223,716,905
Total number of proxy votes in respect of which the appointments specified that the proxy:
 
 
(i) was to vote for the resolution
926,380,431
219,880,973
(ii) was to vote against the resolution
1,321,795
653,624
(iii) was to abstain on the resolution
15,116,258
402,770
(iv) may vote at the proxy's discretion
900,154
3,182,308
7. To re-elect Megan Clark AC as a director
 
 
Total number of proxy votes exercisable by all proxies validly appointed:
928,646,469
223,753,129
Total number of proxy votes in respect of which the appointments specified that the proxy:
 
 
(i) was to vote for the resolution
924,824,509
219,333,453
(ii) was to vote against the resolution
2,926,112
1,232,921
(iii) was to abstain on the resolution
15,070,595
366,546
(iv) may vote at the proxy's discretion
895,848
3,186,755
8. To re-elect David Constable as a director
 
 
Total number of proxy votes exercisable by all proxies validly appointed:
928,618,110
223,727,648
Total number of proxy votes in respect of which the appointments specified that the proxy:
 
 
(i) was to vote for the resolution
923,415,861
215,527,865
(ii) was to vote against the resolution
4,294,611
5,016,851

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(iii) was to abstain on the resolution
15,100,738
392,028
(iv) may vote at the proxy's discretion
907,638
3,182,932
9. To re-elect Simon Henry as a director
 
 
Total number of proxy votes exercisable by all proxies validly appointed:
927,218,820
223,601,949
Total number of proxy votes in respect of which the appointments specified that the proxy:
 
 
(i) was to vote for the resolution
921,693,796
215,367,655
(ii) was to vote against the resolution
4,625,464
5,053,332
(iii) was to abstain on the resolution
16,500,028
517,727
(iv) may vote at the proxy's discretion
899,560
3,180,962
10. To re-elect Jean-Sébastien Jacques as a director
 
 
Total number of proxy votes exercisable by all proxies validly appointed:
928,644,476
223,741,456
Total number of proxy votes in respect of which the appointments specified that the proxy:
 
 
(i) was to vote for the resolution
927,204,582
220,286,144
(ii) was to vote against the resolution
548,422
295,594
(iii) was to abstain on the resolution
15,068,491
378,180
(iv) may vote at the proxy's discretion
891,472
3,159,718
11. To re-elect Sam Laidlaw as a director
 
 
Total number of proxy votes exercisable by all proxies validly appointed:
928,631,556
223,720,111
Total number of proxy votes in respect of which the appointments specified that the proxy:
 
 
(i) was to vote for the resolution
916,960,125
214,189,222

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(ii) was to vote against the resolution
10,772,861
5,951,315
(iii) was to abstain on the resolution
15,087,291
399,564
(iv) may vote at the proxy's discretion
898,570
3,579,574
12. To re-elect Michael L’Estrange AO as a director
 
 
Total number of proxy votes exercisable by all proxies validly appointed:
928,646,943
223,729,211
Total number of proxy votes in respect of which the appointments specified that the proxy:
 
 
(i) was to vote for the resolution
923,368,818
215,639,239
(ii) was to vote against the resolution
4,377,576
4,899,420
(iii) was to abstain on the resolution
15,067,484
390,464
(iv) may vote at the proxy's discretion
900,549
3,190,552
13. To re-elect Simon Thompson as a director
 
 
Total number of proxy votes exercisable by all proxies validly appointed:
918,864,455
223,723,425
Total number of proxy votes in respect of which the appointments specified that the proxy:
 
 
(i) was to vote for the resolution
884,650,751
209,854,257
(ii) was to vote against the resolution
33,315,093
10,682,721
(iii) was to abstain on the resolution
24,854,391
396,250
(iv) may vote at the proxy's discretion
898,611
3,186,447
14. Re-appointment of auditors
 
 
Total number of proxy votes exercisable by all proxies validly appointed:
928,296,649
223,440,101
Total number of proxy votes in respect of which the appointments specified that the proxy:
 
 

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(i) was to vote for the resolution
907,624,766
215,261,990
(ii) was to vote against the resolution
19,781,731
4,996,047
(iii) was to abstain on the resolution
15,421,693
679,240
(iv) may vote at the proxy's discretion
890,152
3,182,064
15. Remuneration of auditors
 
 
Total number of proxy votes exercisable by all proxies validly appointed:
928,259,134
223,365,259
Total number of proxy votes in respect of which the appointments specified that the proxy:
 
 
(i) was to vote for the resolution
921,062,444
219,047,977
(ii) was to vote against the resolution
6,307,050
1,126,953
(iii) was to abstain on the resolution
15,457,160
752,219
(iv) may vote at the proxy's discretion
889,640
3,190,329
16. Authority to make political donations
 
 
Total number of proxy votes exercisable by all proxies validly appointed:
928,630,336
223,108,774
Total number of proxy votes in respect of which the appointments specified that the proxy:
 
 
(i) was to vote for the resolution
924,142,411
217,958,952
(ii) was to vote against the resolution
3,611,185
2,041,457
(iii) was to abstain on the resolution
15,063,045
1,003,399
(iv) may vote at the proxy's discretion
876,740
3,108,365









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PROXY POSITION FOR RIO TINTO PLC ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 10 APRIL 2019
Rio Tinto plc
17. General authority to allot shares
 
Total number of proxy votes exercisable by all proxies validly appointed:
928,662,476
Total number of proxy votes in respect of which the appointments specified that the proxy:
 
(i) was to vote for the resolution
827,961,807
(ii) was to vote against the resolution
99,804,950
(iii) was to abstain on the resolution
15,050,675
(iv) may vote at the proxy's discretion
895,719
18. Disapplication of pre-emption rights
 
Total number of proxy votes exercisable by all proxies validly appointed:
927,009,781
Total number of proxy votes in respect of which the appointments specified that the proxy:
 
(i) was to vote for the resolution
924,036,501
(ii) was to vote against the resolution
2,078,827
(iii) was to abstain on the resolution
16,707,612
(iv) may vote at the proxy's discretion
894,453
19. Authority to purchase Rio Tinto plc shares
 
Total number of proxy votes exercisable by all proxies validly appointed:
928,501,006
Total number of proxy votes in respect of which the appointments specified that the proxy:
 
(i) was to vote for the resolution
733,085,254

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PROXY POSITION FOR RIO TINTO PLC ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 10 APRIL 2019
Rio Tinto plc
(ii) was to vote against the resolution
194,529,901
(iii) was to abstain on the resolution
15,216,689
(iv) may vote at the proxy's discretion
885,851
20. Notice period for general meetings other than annual general meetings
 
Total number of proxy votes exercisable by all proxies validly appointed:
928,598,686
Total number of proxy votes in respect of which the appointments specified that the proxy:
 
(i) was to vote for the resolution
877,569,414
(ii) was to vote against the resolution
50,143,597
(iii) was to abstain on the resolution
15,119,617
(iv) may vote at the proxy's discretion
885,675




PROXY POSITION FOR RIO TINTO LIMITED ONLY MATTERS - RESOLUTION FROM MEETING HELD ON 9 MAY 2019
Rio Tinto Limited
17. Renewal of off-market and on-market share buy-back authorities
 
Total number of proxy votes exercisable by all proxies
validly appointed:
223,328,391
Total number of proxy votes in respect of which the
appointments specified that the proxy:
 
(i) was to vote for the resolution
217,028,648
(ii) was to vote against the resolution
3,126,739
(iii) was to abstain on the resolution
790,835

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(iv) may vote at the proxy's discretion
3,173,004
18. Requisitioned resolution to amend the constitution of Rio Tinto Limited
 
Total number of proxy votes exercisable by all proxies validly appointed:
218,536,568
Total number of proxy votes in respect of which the appointments specified that the proxy:
 
(i) was to vote for the resolution
5,151,849
(ii) was to vote against the resolution
210,287,431
(iii) was to abstain on the resolution
5,581,677
(iv) may vote at the proxy's discretion
3,097,288
19. Requisitioned resolution on transition planning disclosure
 
Total number of proxy votes exercisable by all proxies validly appointed:
223,236,304
Total number of proxy votes in respect of which the appointments specified that the proxy:
 
(i) was to vote for the resolution
13,388,982
(ii) was to vote against the resolution
206,755,701
(iii) was to abstain on the resolution
882,541
(iv) may vote at the proxy's discretion
3,091,621



 


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