EX-99.4 5 ex04agmvotingresults.htm EX-99.4 Document


Exhibit 99.4
Notice to ASX/LSE
image01.jpg

Results of Rio Tinto annual general meetings
7 May 2020

The annual general meetings of Rio Tinto plc and Rio Tinto Limited were held on 8 April 2020 and
7 May 2020 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 20 in table 1 below, contained in the notices of meeting for each of Rio Tinto plc and Rio Tinto Limited, fall into this category.
Resolution 21, in table 2 below, contained in the notices of meeting for both Rio Tinto plc and Rio Tinto Limited, was proposed as a class rights action. This resolution was put to Rio Tinto plc and Rio Tinto Limited shareholders voting as separate electorates.
Resolutions 22 to 25 of the Rio Tinto plc notice of meeting, in table 3 below, were put to Rio Tinto plc shareholders only and resolutions 22 to 24 of the Rio Tinto Limited notice of meeting, in table 4 below, were put to Rio Tinto Limited shareholders only.
All resolutions were carried, with the exception of the requisitioned resolutions 23 and 24 put to shareholders of Rio Tinto Limited only. Requisitioned resolution 23 was not carried and requisitioned resolution 24 was not valid, as it was conditional on resolution 23 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 www.riotinto.com/invest/shareholder-information/annual-general-meetings.

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:
ResolutionTotal Votes CastForAgainstWithheld/ Abstained ¹
Number%Number%
1.Receipt of the 2019 Annual report1,146,379,0701,136,544,17499.149,834,8960.8617,199,120
2.Approval of the Directors’ Remuneration Report: Implementation Report1,137,495,3231,062,225,23693.3875,270,0876.6226,050,466

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3.Approval of the Directors’ Remuneration Report1,145,929,6181,062,051,71892.6883,877,9007.3217,616,089
4.Approval of potential termination benefits1,145,290,1501,130,718,13798.7314,572,0131.2718,263,195
5.To elect Hinda Gharbi as a director1,149,642,2171,148,249,27799.881,392,9400.1213,704,509
6.To elect Jennifer Nason as a director1,149,865,9711,148,523,59799.881,342,3740.1213,713,500
7.To elect Ngaire Woods CBE as a director, effective as of 1 September 20201,149,867,0091,148,534,42499.881,332,5850.1213,710,269
8.To re-elect Megan Clark AC as a director1,149,949,4041,148,499,99099.871,449,4140.1313,629,856
9.To re-elect David Constable as a director1,149,908,3421,147,625,91999.802,282,4230.2013,671,298
10.To re-elect Simon Henry as a director1,149,939,1641,144,518,93199.535,420,2330.4713,640,078
11.To re-elect Jean-Sébastien Jacques as a director1,149,930,4691,148,305,13299.861,625,3370.1413,649,172
12.To re-elect Sam Laidlaw as a director1,145,014,1651,137,743,19599.367,270,9700.6418,563,466
13.To re-elect Michael L’Estrange AO as a director1,149,882,3771,147,847,57299.822,034,8050.1813,697,112
14.To re-elect Simon McKeon AO as a director1,149,867,6801,147,886,56599.831,981,1150.1713,711,961
15.To re-elect Jakob Stausholm as a director1,149,895,0531,147,004,35899.752,890,6950.2513,684,405
16.To re-elect Simon Thompson as a director1,148,984,7731,135,328,07998.8113,656,6941.1914,594,867
17.Appointment of auditors of Rio Tinto plc and Rio Tinto Limited1,149,944,4291,140,805,64599.219,138,7840.7913,634,023
18.Remuneration of auditors1,149,551,9771,146,339,55999.723,212,4180.2813,774,690
19.Authority to make political donations1,145,928,9441,135,044,01899.0510,884,9260.9517,623,570
20.Amendments to Rio Tinto plc’s articles of association and Rio Tinto Limited’s constitution – general updates and changes1,145,583,820961,092,96183.90184,490,85916.1017,989,034

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.

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Table 2

Resolution 21 was put to Rio Tinto plc and Rio Tinto Limited shareholders voting as separate electorates, and it was carried by both Rio Tinto plc shareholders and Rio Tinto Limited shareholders voting separately:

Voting on resolution 21 by Rio Tinto plc shareholders:
ResolutionTotal Votes CastForAgainstWithheld/ Abstained¹
Number%Number%
21.Amendments to Rio Tinto plc’s articles of association and Rio Tinto Limited’s constitution – hybrid and contemporaneous general meetings932,176,823931,241,17099.90935,6530.1013,474,177

Voting on resolution 21 by Rio Tinto Limited shareholders:
ResolutionTotal Votes CastForAgainstWithheld/ Abstained¹
Number%Number%
21.Amendments to Rio Tinto plc’s articles of association and Rio Tinto Limited’s constitution – hybrid and contemporaneous general meetings217,634,814217,382,58399.88252,2310.12293,827

Table 3

The following resolutions were put to Rio Tinto plc shareholders only and carried at the Rio Tinto plc meeting held on 8 April 2020. Resolution 22 was carried as an ordinary resolution and resolutions 23 to 25 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:

ResolutionTotal Votes CastForAgainstWithheld/ Abstained
Number%Number%
22.General authority to allot shares932,025,745849,333,52191.1382,692,2248.8713,619,976
23.Disapplication of pre-emption rights931,940,796930,240,97199.821,699,8250.1813,709,030
24.Authority to purchase Rio Tinto plc shares932,140,959733,475,57778.69198,665,38221.3113,508,632
25.Notice period for general meetings other than annual general meetings927,641,883886,282,78995.5441,359,0944.4618,009,115

Resolution 24 ‘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 24. 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.

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Table 4
Resolutions 22 to 24 below were put to Rio Tinto Limited shareholders only. Resolution 22 was carried as a special resolution. Resolution 23, also a special resolution, was NOT carried. The results of the polls were as follows:

ResolutionTotal Votes CastForAgainst
Withheld /
Abstained
Number%Number%
22.Renewal of off-market and on-market share buy-back authorities217,687,790213,273,54597.974,414,2452.03240,392
23.Requisitioned resolution to amend the Company’s constitution203,847,58717,915,7138.79185,931,87491.2114,081,053
Resolution 24 was NOT valid as it was conditional on resolution 23 being carried by the required majority. Poll figures are provided below for information purposes only, and do not constitute a voting result.
ResolutionTotal Votes CastForAgainstWithheld/ Abstained
Number%Number%
24.Requisitioned resolution on emissions targets211,897,47578,260,35836.93133,637,11763.076,031,166

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

This announcement is authorised for release to the market by Rio Tinto's Group Company Secretary.

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 1-20 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 DECISIONSRio Tinto plcRio Tinto Limited
1. Receipt of the 2019 Annual report
Total number of proxy votes exercisable by all proxies validly appointed:931,333,082214,833,981
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution921,167,955212,948,206
(ii) was to vote against the resolution9,674,319159,984
(iii) was to abstain on the resolution14,124,0393,075,075
(iv) may vote at the proxy's discretion490,8081,725,791
2. Approval of the Directors’ Remuneration Report: Implementation Report
Total number of proxy votes exercisable by all proxies validly appointed:919,667,205217,616,707
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution872,811,253187,070,453
(ii) was to vote against the resolution46,401,23228,867,579
(iii) was to abstain on the resolution25,790,495259,369
(iv) may vote at the proxy's discretion454,7201,678,675

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3. Approval of the Directors’ Remuneration Report
Total number of proxy votes exercisable by all proxies validly appointed:928,135,504217,583,395
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution872,772,966186,908,919
(ii) was to vote against the resolution54,908,30528,968,471
(iii) was to abstain on the resolution17,322,598292,197
(iv) may vote at the proxy's discretion454,2331,706,005
4. Approval of potential termination benefits
Total number of proxy votes exercisable by all proxies validly appointed:927,698,128217,381,579
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution914,206,485214,129,846
(ii) was to vote against the resolution13,006,2541,564,774
(iii) was to abstain on the resolution17,734,451527,174
(iv) may vote at the proxy's discretion485,3891,686,959
5. To elect Hinda Gharbi as a director
Total number of proxy votes exercisable by all proxies validly appointed:932,071,895217,358,911
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution931,267,935215,228,042
(ii) was to vote against the resolution314,796386,913
(iii) was to abstain on the resolution13,384,246319,661
(iv) may vote at the proxy's discretion489,1641,743,956
6. To elect Jennifer Nason as a director
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Total number of proxy votes exercisable by all proxies validly appointed:932,054,439217,599,756
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution931,258,035215,509,451
(ii) was to vote against the resolution307,892343,101
(iii) was to abstain on the resolution13,403,825309,438
(iv) may vote at the proxy's discretion488,5121,747,204
7. To elect Ngaire Woods CBE as a director, effective as of 1 September 2020
Total number of proxy votes exercisable by all proxies validly appointed:932,064,983217,590,250
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution931,283,094215,500,481
(ii) was to vote against the resolution295,941345,413
(iii) was to abstain on the resolution13,393,451316,581
(iv) may vote at the proxy's discretion485,9481,744,356
8. To re-elect Megan Clark AC as a director
Total number of proxy votes exercisable by all proxies validly appointed:932,082,730217,654,892
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution930,413,018215,637,924
(ii) was to vote against the resolution1,182,883265,938
(iii) was to abstain on the resolution13,375,704253,921
(iv) may vote at the proxy's discretion486,8291,751,030
9. To re-elect David Constable as a director
Total number of proxy votes exercisable by all proxies validly appointed:932,063,968217,632,963
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Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution929,787,548215,400,092
(ii) was to vote against the resolution1,791,803490,027
(iii) was to abstain on the resolution13,394,466276,230
(iv) may vote at the proxy's discretion484,6171,742,844
10. To re-elect Simon Henry as a director
Total number of proxy votes exercisable by all proxies validly appointed:932,076,884217,650,504
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution927,152,569214,905,637
(ii) was to vote against the resolution4,429,872989,768
(iii) was to abstain on the resolution13,381,550258,291
(iv) may vote at the proxy's discretion494,4431,755,099
11. To re-elect Jean-Sébastien Jacques as a director
Total number of proxy votes exercisable by all proxies validly appointed:932,071,674217,647,019
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution930,283,081215,581,302
(ii) was to vote against the resolution1,302,119322,625
(iii) was to abstain on the resolution13,386,760262,175
(iv) may vote at the proxy's discretion486,4741,743,092
12. To re-elect Sam Laidlaw as a director
Total number of proxy votes exercisable by all proxies validly appointed:927,873,157216,929,232
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 resolution921,051,158214,254,411
(ii) was to vote against the resolution6,333,976933,901
(iii) was to abstain on the resolution17,585,277977,952
(iv) may vote at the proxy's discretion488,0231,740,920
13. To re-elect Michael L’Estrange AO as a director
Total number of proxy votes exercisable by all proxies validly appointed:932,064,374217,606,221
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution930,538,950215,537,276
(ii) was to vote against the resolution1,035,123305,357
(iii) was to abstain on the resolution13,393,908302,973
(iv) may vote at the proxy's discretion490,3011,763,588
14. To re-elect Simon McKeon AO as a director
Total number of proxy votes exercisable by all proxies validly appointed:932,029,047217,626,851
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution929,969,642215,469,790
(ii) was to vote against the resolution1,565,218415,304
(iii) was to abstain on the resolution13,429,387282,343
(iv) may vote at the proxy's discretion494,1871,741,757
15. To re-elect Jakob Stausholm as a director
Total number of proxy votes exercisable by all proxies validly appointed:932,039,730217,643,547
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution929,507,041215,048,249
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(ii) was to vote against the resolution2,041,935848,167
(iii) was to abstain on the resolution13,418,521265,647
(iv) may vote at the proxy's discretion490,7541,747,131
16. To re-elect Simon Thompson as a director
Total number of proxy votes exercisable by all proxies validly appointed:931,129,495217,643,496
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution917,218,342215,654,631
(ii) was to vote against the resolution13,419,385236,716
(iii) was to abstain on the resolution14,328,938265,698
(iv) may vote at the proxy's discretion491,7681,752,149
17. Appointment of auditors of Rio Tinto plc and Rio Tinto Limited
Total number of proxy votes exercisable by all proxies validly appointed:932,241,404217,491,249
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution927,403,212210,973,107
(ii) was to vote against the resolution4,358,0504,780,113
(iii) was to abstain on the resolution13,215,841417,945
(iv) may vote at the proxy's discretion480,1421,738,029
18. Remuneration of auditors
Total number of proxy votes exercisable by all proxies validly appointed:931,900,430217,440,262
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution928,918,673214,979,914
(ii) was to vote against the resolution2,496,420715,868
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(iii) was to abstain on the resolution13,538,720235,242
(iv) may vote at the proxy's discretion485,3371,744,480
19. Authority to make political donations
Total number of proxy votes exercisable by all proxies validly appointed:928,071,032217,645,899
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution919,771,728213,062,784
(ii) was to vote against the resolution7,829,2602,904,445
(iii) was to abstain on the resolution17,366,786256,784
(iv) may vote at the proxy's discretion470,0441,678,670
20. Amendments to Rio Tinto plc’s articles of association and Rio Tinto Limited’s constitution – general updates and changes
Total number of proxy votes exercisable by all proxies validly appointed:927,736,078217,635,735
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution743,953,199214,679,154
(ii) was to vote against the resolution183,289,3051,200,730
(iii) was to abstain on the resolution17,715,819273,209
(iv) may vote at the proxy's discretion493,5741,755,851

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PROXY POSITION FOR MATTERS DECIDED BY RIO TINTO PLC AND RIO TINTO LIMITED VOTING AS SEPARATE ELCTORATESRio Tinto plcRio Tinto Limited
21. Amendments to Rio Tinto plc’s articles of association and Rio Tinto Limited’s constitution – hybrid and contemporaneous general meetings
Total number of proxy votes exercisable by all proxies validly appointed:931,984,748217,625,738
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution930,559,163215,621,987
(ii) was to vote against the resolution935,292251,768
(iii) was to abstain on the resolution13,473,686283,456
(iv) may vote at the proxy's discretion490,2931,751,983

PROXY POSITION FOR RIO TINTO PLC ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 8 APRIL 2020Rio Tinto plc
22. General authority to allot shares
Total number of proxy votes exercisable by all proxies validly appointed:931,833,179
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution848,673,510
(ii) was to vote against the resolution82,670,773
(iii) was to abstain on the resolution13,619,976
(iv) may vote at the proxy's discretion488,896
23. Disapplication of pre-emption rights
Total number of proxy votes exercisable by all proxies validly appointed:931,748,721
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution929,558,647
(ii) was to vote against the resolution1,699,464
(iii) was to abstain on the resolution13,708,539
(iv) may vote at the proxy's discretion490,610
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24. Authority to purchase Rio Tinto plc shares
Total number of proxy votes exercisable by all proxies validly appointed:931,948,393
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution732,801,948
(ii) was to vote against the resolution198,665,021
(iii) was to abstain on the resolution13,508,632
(iv) may vote at the proxy's discretion481,424
25. Notice period for general meetings other than annual general meetings
Total number of proxy votes exercisable by all proxies validly appointed:927,449,317
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution885,593,508
(ii) was to vote against the resolution41,358,733
(iii) was to abstain on the resolution18,009,115
(iv) may vote at the proxy's discretion497,076

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PROXY POSITION FOR RIO TINTO LIMITED ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 7 MAY 2020Rio Tinto Limited
22. Renewal of off-market and on-market share buy-back authorities
Total number of proxy votes exercisable by all proxies
validly appointed:
217,668,349
Total number of proxy votes in respect of which the
appointments specified that the proxy:
(i) was to vote for the resolution211,522,176
(ii) was to vote against the resolution4,413,782
(iii) was to abstain on the resolution240,386
(iv) may vote at the proxy's discretion1,732,391
23. Requisitioned resolution to amend the Company’s constitution
Total number of proxy votes exercisable by all proxies validly appointed:203,828,838
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution17,915,713
(ii) was to vote against the resolution184,294,731
(iii) was to abstain on the resolution14,080,355
(iv) may vote at the proxy's discretion1,618,394
24. Requisitioned resolution on emissions targets
Total number of proxy votes exercisable by all proxies validly appointed:211,878,720
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i) was to vote for the resolution78,260,352
(ii) was to vote against the resolution132,000,897
(iii) was to abstain on the resolution6,030,474
(iv) may vote at the proxy's discretion1,617,471



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