RNS Number : 0257H
Rio Tinto PLC
01 May 2025
 

 

Notice to ASX/LSE

 

Results of Rio Tinto annual general meetings

1 May 2025

 

The annual general meetings of Rio Tinto plc and Rio Tinto Limited were held on 3 April 2025 in London and 1 May 2025 in Perth respectively.

 

Under Rio Tinto's dual-listed companies (DLC) structure, decisions on significant matters affecting shareholders of Rio Tinto plc and Rio Tinto Limited in similar ways are proposed as Joint Decision Matters, and the poll is voted on by shareholders of both companies as a joint electorate. Resolutions 1 to 19 contained in the notices of meeting of each Rio Tinto plc and Rio Tinto Limited fall into this category.

 

In addition, certain holders of Rio Tinto plc shares requisitioned a resolution as a special resolution which the Board put forward as a Joint Decision Matter as Resolution 24 at the Rio Tinto plc annual general meeting and Resolution 21 at the Rio Tinto Limited annual general meeting. In summary, this resolution (the Requisitioned Resolution) proposed that Rio Tinto undertake an independent review on whether the dual-listed companies ("DLC") structure should be unified.

The results of these resolutions proposed as Joint Decision Matters are set out in table 1 below.

In addition to these Joint Decision matters:

· Resolutions 20 to 23 in the Rio Tinto plc notice of meeting were put to Rio Tinto plc shareholders only. The results of these resolutions are set out in table 2 below.

· Resolution 20 in the Rio Tinto Limited notice of meeting was put to Rio Tinto Limited shareholders only. The result of this resolution is set out in table 3 below.

All resolutions were carried, except for the Requisitioned Resolution, in respect of which a significant majority of shares were voted against the resolution, in line with the Board's recommendation. Further context on the Requisitioned Resolution is set out below.

The Board has periodically reviewed the DLC structure many times since it was established, and completed a further comprehensive review in 2024 with advice from leading external experts.

The DLC structure delivers benefits in terms of capital markets access, shareholder returns and efficient franking credits utilisation. Any unification of the DLC structure under Rio Tinto Limited would give rise to material issues, including expected tax costs in the mid-single digit billions of US dollars, significant wastage of franking credits likely resulting in Rio Tinto being unable to pay fully franked dividends in the longer term, and a share price for a unified Rio Tinto that would likely trend towards the weighted average of the Rio Tinto plc and Rio Tinto Limited share prices.

Rio Tinto consulted widely with shareholders of both Rio Tinto plc and Rio Tinto Limited on the Requisitioned Resolution prior to the annual general meetings and received significant support for the Board's conclusion that unification of the DLC structure is not in the interests of shareholders and Rio Tinto as a whole.

Rio Tinto also received feedback that shareholders want the Board to remain focused on the execution of the Group's strategy and delivery of long-term, sustainable value for shareholders, and that a further review of Rio Tinto's corporate structure so soon after conclusion of the Board's previous comprehensive review would be duplicative. Shareholders also expressed concerns with aspects of the review required by the Requisitioned Resolution, which would be a clear deviation from long established corporate governance principles.

Consistent with this feedback, a significant majority of Rio Tinto shares, representing 80.65% of votes cast, were voted against the Requisitioned Resolution, in line with the Board's recommendation.

Rio Tinto recognises that shareholders representing 19.35% of votes cast chose to support the Requisitioned Resolution.

Rio Tinto will continue to engage with our shareholders and will carefully consider the feedback provided.

Table 1

The following Joint Decision Matter resolutions were put to the Rio Tinto plc and Rio Tinto Limited shareholders by polls at the respective annual general meetings. All resolutions save for the Requisitioned Resolution (listed as Resolution 21/24) 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 2024 Annual Report

1,115,893,747

1,113,867,379

99.82

2,026,368

0.18

10,081,351

2.

Approval of the Directors' Remuneration Report: Implementation Report

1,099,347,399

1,074,116,989

97.70

25,230,410

2.30

26,622,923

3.

Approval of the Directors' Remuneration Report

1,099,713,996

1,071,056,748

97.39

28,657,248

2.61

26,246,816

4.

To elect Sharon Thorne as a Director

1,122,530,759

1,115,790,068

99.40

6,740,691

0.60

3,442,000

5.

To re-elect Dominic Barton BBM as a Director

1,121,184,547

1,075,101,867

95.89

46,082,680

4.11

4,790,942

6.

To re-elect Peter Cunningham as a Director

1,119,200,039

1,106,579,234

98.87

12,620,805

1.13

6,775,592

7.

To re-elect Dean Dalla Valle as a Director

1,121,205,084

1,070,534,038

95.48

50,671,046

4.52

4,770,697

8.

To re-elect Simon Henry as a Director

1,122,663,812

1,098,042,067

97.81

24,621,745

2.19

3,338,957

9.

To re-elect Susan Lloyd-Hurwitz as a Director

1,122,709,122

1,110,944,549

98.95

11,764,573

1.05

3,293,661

10.

To re-elect Martina Merz as a Director

1,122,400,241

1,110,941,738

98.98

11,458,503

1.02

3,602,542

11.

To re-elect Jennifer Nason as a Director

1,122,680,124

1,107,122,486

98.61

15,557,638

1.39

3,321,174

12.

To re-elect Joc O'Rourke as a Director

1,122,660,828

1,111,450,890

99.00

11,209,938

1.00

3,341,437

13.

To re-elect Jakob Stausholm as a Director

1,122,773,830

1,106,906,054

98.59

15,867,776

1.41

3,228,953

14.

To re-elect Ngaire Woods CBE as a Director

1,122,528,749

1,097,200,003

97.74

25,328,746

2.26

3,474,035

15.

To re-elect Ben Wyatt as a Director

1,118,933,309

1,098,349,394

98.16

20,583,915

1.84

7,069,223

16.

Re-appointment of auditors

1,121,487,633

1,114,057,282

99.34

7,430,351

0.66

4,513,371

17.

Remuneration of auditors

1,122,813,436

1,120,896,143

99.83

1,917,293

0.17

3,187,550

18.

Authority to make political donations

1,116,257,914

1,103,324,510

98.84

12,933,404

1.16

9,726,612

19.

2025 Climate Action Plan

1,023,895,914

955,082,547

93.28

68,813,367

6.72

102,102,363

21/242

Shareholder requisitioned resolution

1,115,660,973

215,922,209

19.35

899,738,764

80.65

10,339,170

 

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.

2 Resolution 21 in the Rio Tinto Limited notice of meeting is the corresponding resolution of Resolution 24 in the Rio Tinto plc notice of meeting.

 

Table 2

 

The following resolutions were put to Rio Tinto plc shareholders only and carried at the Rio Tinto plc meeting held on 3 April 2025. Resolution 20 was carried as an ordinary resolution and Resolutions 21 to 23 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 https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The results of the polls were as follows:

Resolution

Total Votes Cast

For

Against

Withheld/ Abstained

 

 

 

Number

%

Number

%

 

20.

General authority to allot shares

899,962,813

874,962,881

97.22

24,999,932

2.78

2,046,157

21.

Disapplication of pre-emption rights

898,993,354

894,753,496

99.53

4,239,858

0.47

3,014,919

22.

Authority to purchase Rio Tinto plc shares

900,115,072

711,804,446

79.08

188,310,626

20.92

1,894,892

23.

Notice period for general meetings other than annual general meetings

900,114,767

867,091,016

96.33

33,023,751

3.67

1,895,195

 

Resolution 22 'Authority to purchase Rio Tinto plc shares' was passed 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 22. 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 20 below was put to Rio Tinto Limited shareholders only. Resolution 20 was carried as an ordinary resolution. The results of the poll were as follows:

 

Resolution

Total Votes Cast

For

Against

Withheld /

Abstained

 

 

 

Number

%

Number

%

 

20.

Renewal of on-market share buy-back authority

222,947,287

220,263,631

98.80

2,683,656

1.20

1,044,956

 

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. 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.

 

Contacts

Please direct all enquiries to [email protected]

 

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

 

Michelle Lee

M +61 458 609 322

 

Rachel Pupazzoni

M +61 438 875 469

 

 

 

 

Media Relations,

Canada

 

Simon Letendre

M +1 514 796 4973

 

Malika Cherry

M +1 418 592 7293

 

Vanessa Damha

M +1 514 715 2152

 

Media Relations,

US

 

Jesse Riseborough 

M +1 202 394 9480 

 

 

Investor Relations,

United Kingdom

 

Rachel Arellano M +44 7584 609 644

 

David Ovington

M +44 7920 010 978

 

Laura Brooks

M +44 7826 942 797 

 

Weiwei Hu

M +44 7825 907 230

 

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 Andy Hodges, 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 1-19 and 24 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 positions 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) for the resolutions put to both Rio Tinto plc and Rio Tinto Limited shareholders under the joint electoral procedure were 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 2024 Annual Report

 

 

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

884,657,385

220,974,390

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

 

(i) was to vote for the resolution

882,978,106

215,453,828

(ii) was to vote against the resolution

1,450,211

576,132

(iii) was to abstain on the resolution

7,134,169

2,944,487

(iv) may vote at the proxy's discretion

229,068

4,944,430

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

 

 

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

867,580,785

221,576,023

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

 

(i) was to vote for the resolution

848,584,639

210,708,353

(ii) was to vote against the resolution

18,785,950

5,943,119

(iii) was to abstain on the resolution

24,211,453

2,339,779

(iv) may vote at the proxy's discretion

210,196

4,924,551

3. Approval of the Directors' Remuneration Report

 

 

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

867,612,084

221,911,821

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

 

(i) was to vote for the resolution

845,496,024

210,682,802

(ii) was to vote against the resolution

21,893,390

6,265,043

(iii) was to abstain on the resolution

24,180,154

1,994,471

(iv) may vote at the proxy's discretion

222,670

4,963,976

4. To elect Sharon Thorne as a Director

 

 

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

889,728,511

222,539,925

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

 

(i) was to vote for the resolution

884,005,938

216,468,557

(ii) was to vote against the resolution

5,502,473

1,063,180

(iii) was to abstain on the resolution

2,062,855

1,376,827

(iv) may vote at the proxy's discretion

220,100

5,008,188

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

 

 

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

888,374,335

222,547,887

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

 

(i) was to vote for the resolution

845,705,829

214,106,054

(ii) was to vote against the resolution

42,448,648

3,413,920

(iii) was to abstain on the resolution

3,417,608

1,370,992

(iv) may vote at the proxy's discretion

219,858

5,027,913

6. To re-elect Peter Cunningham as a Director

 

 

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

887,146,292

221,796,905

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

 

(i) was to vote for the resolution

876,946,761

214,306,081

(ii) was to vote against the resolution

9,980,242

2,450,946

(iii) was to abstain on the resolution

4,645,795

2,121,972

(iv) may vote at the proxy's discretion

219,289

5,039,878

7. To re-elect Dean Dalla Valle as a Director

 

 

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

888,402,548

222,545,694

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

 

(i) was to vote for the resolution

844,989,766

210,115,234

(ii) was to vote against the resolution

43,183,224

7,300,599

(iii) was to abstain on the resolution

3,389,689

1,373,183

(iv) may vote at the proxy's discretion

229,558

5,129,861

8. To re-elect Simon Henry as a Director

 

 

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

889,764,797

222,642,473

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

 

(i) was to vote for the resolution

868,248,028

214,990,455

(ii) was to vote against the resolution

21,297,802

2,630,939

(iii) was to abstain on the resolution

2,054,427

1,276,405

(iv) may vote at the proxy's discretion

218,967

5,021,079

9. To re-elect Susan Lloyd-Hurwitz as a Director

 

 

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

889,803,909

222,648,371

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

 

(i) was to vote for the resolution

879,443,168

216,172,495

(ii) was to vote against the resolution

10,136,333

1,454,145

(iii) was to abstain on the resolution

2,015,330

1,270,506

(iv) may vote at the proxy's discretion

224,408

5,021,731

10. To re-elect Martina Merz as a Director

 

 

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

889,791,815

222,351,584

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

 

(i) was to vote for the resolution

879,880,095

215,705,750

(ii) was to vote against the resolution

9,692,842

1,591,563

(iii) was to abstain on the resolution

2,027,424

1,567,293

(iv) may vote at the proxy's discretion

218,878

5,054,271

11. To re-elect Jennifer Nason as a Director

 

 

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

889,801,791

222,622,318

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

 

(i) was to vote for the resolution

877,000,641

215,261,582

(ii) was to vote against the resolution

12,584,256

2,287,130

(iii) was to abstain on the resolution

2,015,962

1,296,560

(iv) may vote at the proxy's discretion

216,894

5,073,606

12. To re-elect Joc O'Rourke as a Director

 

 

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

889,793,498

222,610,488

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

 

(i) was to vote for the resolution

879,885,038

216,165,658

(ii) was to vote against the resolution

9,677,868

1,360,559

(iii) was to abstain on the resolution

2,025,742

1,307,870

(iv) may vote at the proxy's discretion

230,592

5,084,271

13. To re-elect Jakob Stausholm as a Director

 

 

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

889,806,413

222,710,875

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

 

(i) was to vote for the resolution

877,280,341

214,254,082

(ii) was to vote against the resolution

12,307,420

3,387,117

(iii) was to abstain on the resolution

2,012,826

1,208,002

(iv) may vote at the proxy's discretion

218,652

5,069,676

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

 

 

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

889,641,874

222,630,033

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

 

(i) was to vote for the resolution

867,795,572

214,569,280

(ii) was to vote against the resolution

21,626,455

3,009,209

(iii) was to abstain on the resolution

2,177,365

1,288,845

(iv) may vote at the proxy's discretion

219,847

5,051,544

15. To re-elect Ben Wyatt as a Director

 

 

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

887,141,152

221,535,315

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

 

(i) was to vote for the resolution

869,961,620

213,576,798

(ii) was to vote against the resolution

16,961,102

2,927,462

(iii) was to abstain on the resolution

4,677,937

2,383,511

(iv) may vote at the proxy's discretion

218,430

5,031,055

16. Re-appointment of auditors

 

 

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

888,582,995

222,647,880

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

 

(i) was to vote for the resolution

881,472,131

217,084,502

(ii) was to vote against the resolution

6,897,719

528,530

(iii) was to abstain on the resolution

3,234,833

1,270,629

(iv) may vote at the proxy's discretion

213,145

5,034,848

17. Remuneration of auditors

 

 

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

889,873,419

222,677,772

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

 

(i) was to vote for the resolution

888,590,854

216,808,709

(ii) was to vote against the resolution

1,065,399

842,993

(iii) was to abstain on the resolution

1,944,829

1,240,299

(iv) may vote at the proxy's discretion

217,166

5,026,070

18. Authority to make political donations

 

 

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

883,224,511

222,789,080

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

 

(i) was to vote for the resolution

875,575,346

212,362,864

(ii) was to vote against the resolution

7,438,970

5,448,652

(iii) was to abstain on the resolution

8,586,470

1,119,798

(iv) may vote at the proxy's discretion

210,195

4,977,564

19. 2025 Climate Action Plan

 

 

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

818,067,714

195,568,297

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

 

(i) was to vote for the resolution

765,321,653

174,554,348

(ii) was to vote against the resolution

52,523,568

16,049,262

(iii) was to abstain on the resolution

73,747,019

28,350,580

(iv) may vote at the proxy's discretion

222,493

4,964,687

21/24. Shareholder requisitioned resolution1

 

 

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

883,139,080

222,271,129

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

 

(i) was to vote for the resolution

184,299,258

30,577,313

(ii) was to vote against the resolution

698,568,141

188,834,971

(iii) was to abstain on the resolution

8,679,257

1,647,747

(iv) may vote at the proxy's discretion

271,681

2,858,845

 

1 Resolution 21 in the Rio Tinto Limited notice of meeting is the corresponding resolution of Resolution 24 in the Rio Tinto plc notice of meeting.

 

 

The proxy positions for the resolutions put to the Rio Tinto plc shareholders only were as follows:

 

PROXY POSITION FOR RIO TINTO PLC ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 3 APRIL 2025

Rio Tinto plc

20. General authority to allot shares

 

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

889,772,551

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

(i) was to vote for the resolution

864,979,498

(ii) was to vote against the resolution

24,574,161

(iii) was to abstain on the resolution

2,045,663

(iv) may vote at the proxy's discretion

218,892

21. Disapplication of pre-emption rights

 

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

888,803,742

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

(i) was to vote for the resolution

884,353,201

(ii) was to vote against the resolution

4,238,456

(iii) was to abstain on the resolution

3,013,775

(iv) may vote at the proxy's discretion

212,085

22. Authority to purchase Rio Tinto plc shares

 

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

889,924,810

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

(i) was to vote for the resolution

883,950,944

(ii) was to vote against the resolution

5,760,319

(iii) was to abstain on the resolution

1,894,398

(iv) may vote at the proxy's discretion

213,547

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

 

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

889,924,505

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

(i) was to vote for the resolution

856,796,017

(ii) was to vote against the resolution

32,901,179

(iii) was to abstain on the resolution

1,894,701

(iv) may vote at the proxy's discretion

227,309

 

 

The proxy position for the resolution put to the Rio Tinto Limited shareholders only was as follows:

 

PROXY POSITION FOR RIO TINTO LIMITED ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 1 MAY 2025

Rio Tinto Limited

20. Renewal of on-market share buy-back authority

 

Total number of proxy votes exercisable by all proxies

validly appointed:

222,875,833

Total number of proxy votes in respect of which the

appointments specified that the proxy:

(i) was to vote for the resolution

215,134,907

(ii) was to vote against the resolution

2,681,844

(iii) was to abstain on the resolution

1,042,499

(iv) may vote at the proxy's discretion

5,059,082

 

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