Result of AGM

RNS Number : 3541E

Rio Tinto PLC

09 May 2013

 



AGM 2013 POLL RESULTS FOR RIO TINTO PLC & RIO TINTO LIMITED -

9 May 2013

The annual general meetings of Rio Tinto plc and Rio Tinto Limited were held on 18 April 2013 and 9 May 2013 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 17 contained in the notice of meeting for both Rio Tinto plc and Rio Tinto Limited fall into this category. Resolutions 18 to 21 of the Rio Tinto plc notice of meeting were put to Rio Tinto plc shareholders only and Resolution 18 of the Rio Tinto Limited notice of meeting was put to Rio Tinto Limited shareholders only.

All resolutions were carried by a poll and the results of the Rio Tinto plc polls were certified by the scrutineer, Computershare Investor Services PLC.  The results are set out below:

·      The poll results for Rio Tinto plc and Rio Tinto Limited. Appendix 1.

·      The proxy position for each Company.  Appendix 2.

·      Information required in respect of Rio Tinto plc by the Companies Act 2006 (as amended by The Companies (Shareholders' Rights) Regulations 2009). Appendix 3.

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.

APPENDIX 1.   POLL RESULTS FOR RIO TINTO PLC AND RIO TINTO LIMITED

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*	Result
1.	Receipt of the 2012 Annual report	1,222,073,866	1,807,804	6,855,509	CARRIED
2.	Approval of the Remuneration report	1,185,844,929	40,800,291	4,044,303	CARRIED
3.	To re-elect Robert Brown as a director	1,225,901,122	2,388,538	2,633,236	CARRIED
4.	To re-elect Vivienne Cox as a director	1,186,459,808	39,899,707	4,569,059	CARRIED
5.	To re-elect Jan du Plessis as a director	1,218,839,716	9,360,718	2,535,968	CARRIED
6.	To re-elect Guy Elliott as a director	1,195,432,330	32,695,852	2,614,074	CARRIED
7.	To re-elect Michael Fitzpatrick as a director	1,184,791,323	41,566,852	4,567,238	CARRIED
8.	To re-elect Ann Godbehere as a director	1,224,874,853	3,381,448	2,669,536	CARRIED
9.	To re-elect Richard Goodmanson as a director	1,185,495,206	40,651,043	4,593,972	CARRIED
10.	To re-elect Lord Kerr as a director	1,171,920,467	54,402,212	4,602,153	CARRIED
11.	To re-elect Chris Lynch as a director	1,225,153,316	2,968,943	2,614,846	CARRIED
12.	To re-elect Paul Tellier as a director	1,224,578,598	3,710,259	2,636,269	CARRIED
13.	To re-elect John Varley as a director	1,225,574,634	2,733,184	2,618,331	CARRIED
14.	To re-elect Sam Walsh as a director	1,227,062,916	1,151,787	2,524,391	CARRIED
15.	Re-appointment of auditors	1,211,109,059	11,088,196	8,540,062	CARRIED
16.	Remuneration of auditors	1,214,346,230	8,874,077	6,866,536	CARRIED
17.	Approval of the Performance Share  Plan 2013	1,134,250,333	83,492,776	12,292,567	CARRIED

The following resolutions were put to Rio Tinto plc shareholders only and carried at the Rio Tinto plc meeting held on 18 April 2013, resolution 18 was carried as an ordinary resolution and resolutions19 to 21 as special resolutions. The results of the polls were as follows:

		For	Against	Withheld*	Result
18.	General authority to allot shares	939,323,854	65,054,355	6,465,210	CARRIED
19.	Disapplication of pre-emption rights	999,466,402	4,423,230	6,302,316	CARRIED
20.	Authority to purchase Rio Tinto plc shares	1,005,193,959	3,310,041	1,692,161	CARRIED
21.	Notice period for general meetings other than annual general meetings	905,612,415	103,383,928	1,843,425	CARRIED

The following resolution was put to Rio Tinto Limited shareholders only and carried at the Rio Tinto Limited meeting held on 9 May 2013 as a special resolution. The results of the poll were as follows:

		For	Against	Abstained	Result
18.	Renewal of off-market and on-market share buyback authorities	217,819,008	1,336,905	677,976	CARRIED

* It should be noted that a vote 'withheld' is not a vote in law and is not counted in the calculation of the proportion of votes for and against each resolution.

APPENDIX 2.   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

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 2012 Annual report
Total number of proxy votes exercisable by all proxies validly appointed;		1,003,788,051	218,964,102
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution		1,001,397,508	214,480,046
(ii)    was to vote against the resolution		1,668,237	135,812
(iii)   was to abstain on the resolution		6,115,348	740,161
(iv)   may vote at the proxy's discretion		722,306	4,348,244
The total number of abstentions from voting on the poll on this resolution were;		6,115,348	740,161
2. Approval of the Remuneration report
Total number of proxy votes exercisable by all proxies validly appointed;		1,007,169,672	218,438,966
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution		974,022,934	205,967,379
(ii)    was to vote against the resolution		32,418,297	8,153,997
(iii)   was to abstain on the resolution		2,733,325	1,260,861
(iv)   may vote at the proxy's discretion		728,441	4,317,590
The total number of abstentions from voting on the poll on this resolution were;		2,783,442	1,260,861
3. To re-elect Robert Brown as a director
Total number of proxy votes exercisable by all proxies validly appointed;		1,008,304,110	218,856,789
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution		1,005,761,907	213,919,846
(ii)    was to vote against the resolution		1,766,562	610,433
(iii)   was to abstain on the resolution		1,784,334	847,474
(iv)   may vote at the proxy's discretion		775,641	4,326,510
The total number of abstentions from voting on the poll on this resolution were;		1,785,762	847,474
4. To re-elect Vivienne Cox as a director
Total number of proxy votes exercisable by all proxies validly appointed;		1,006,699,847	218,526,741
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution		978,224,622	202,022,021
(ii)    was to vote against the resolution		27,707,779	12,155,305
(iii)   was to abstain on the resolution		3,391,538	1,177,521
(iv)   may vote at the proxy's discretion		767,446	4,349,415
The total number of abstentions from voting on the poll on this resolution were;		3,391,538	1,177,521
5. To re-elect Jan du Plessis as a director
Total number of proxy votes exercisable by all proxies validly appointed;		1,008,151,277	218,918,968
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution		998,864,053	213,773,739
(ii)    was to vote against the resolution		8,518,608	816,473
(iii)   was to abstain on the resolution		1,751,248	784,720
(iv)   may vote at the proxy's discretion		768,616	4,328,756
The total number of abstentions from voting on the poll on this resolution were;		1,751,248	784,720
6. To re-elect Guy Elliott as a director
Total number of proxy votes exercisable by all proxies validly appointed;		1,008,106,558	218,888,250
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution		992,880,059	197,528,791
(ii)    was to vote against the resolution		14,449,595	17,023,885
(iii)   was to abstain on the resolution		1,798,061	816,013
(iv)   may vote at the proxy's discretion		776,904	4,335,574
The total number of abstentions from voting on the poll on this resolution were;		1,798,061	816,013
7. To re-elect Michael Fitzpatrick as a director
Total number of proxy votes exercisable by all proxies validly appointed;		1,006,697,934	218,530,052
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution		976,736,757	201,857,155
(ii)    was to vote against the resolution		29,193,878	12,342,964
(iii)   was to abstain on the resolution		3,393,028	1,174,210
(iv)   may vote at the proxy's discretion		767,299	4,329,933
The total number of abstentions from voting on the poll on this resolution were;		3,393,028	1,174,210
8. To re-elect Ann Godbehere as a director
Total number of proxy votes exercisable by all proxies validly appointed;		1,008,266,362	218,859,750
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution		1,004,845,547	213,812,882
(ii)    was to vote against the resolution		2,651,677	717,130
(iii)   was to abstain on the resolution		1,825,023	844,513
(iv)   may vote at the proxy's discretion		769,138	4,329,738
The total number of abstentions from voting on the poll on this resolution were;		1,825,023	844,513
9. To re-elect Richard Goodmanson as a director
Total number of proxy votes exercisable by all proxies validly appointed;		1,006,515,545	218,498,807
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution		977,225,621	202,056,284
(ii)    was to vote against the resolution		28,521,154	12,096,926
(iii)   was to abstain on the resolution		3,388,486	1,205,456
(iv)   may vote at the proxy's discretion		768,770	4,345,597
The total number of abstentions from voting on the poll on this resolution were;		3,388,516	1,205,456
10. To re-elect Lord Kerr as a director
Total number of proxy votes exercisable by all proxies validly appointed;		1,006,691,403	218,499,811
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution		965,874,255	201,019,141
(ii)    was to vote against the resolution		40,045,473	13,131,591
(iii)   was to abstain on the resolution		3,396,739	1,204,452
(iv)   may vote at the proxy's discretion		771,675	4,349,079
The total number of abstentions from voting on the poll on this resolution were;		3,397,701	1,204,452
11. To re-elect Chris Lynch as a director
Total number of proxy votes exercisable by all proxies validly appointed;		1,008,105,750	218,887,010
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution		1,004,860,101	214,038,344
(ii)    was to vote against the resolution		2,470,593	491,105
(iii)   was to abstain on the resolution		1,797,760	816,396
(iv)   may vote at the proxy's discretion		775,056	4,357,561
The total number of abstentions from voting on the poll on this resolution were;		1,798,450	816,396
12. To re-elect Paul Tellier as a director
Total number of proxy votes exercisable by all proxies validly appointed;		1,008,312,726	218,846,632
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution		1,004,677,613	213,645,930
(ii)    was to vote against the resolution		2,850,217	837,188
(iii)   was to abstain on the resolution		1,778,449	857,630
(iv)   may vote at the proxy's discretion		784,896	4,363,514
The total number of abstentions from voting on the poll on this resolution were;		1,778,639	857,630
13. To re-elect John Varley as a director
Total number of proxy votes exercisable by all proxies validly appointed;		1,008,309,349	218,867,808
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution		1,005,370,356	213,915,056
(ii)    was to vote against the resolution		2,137,457	576,762
(iii)   was to abstain on the resolution		1,781,826	836,454
(iv)   may vote at the proxy's discretion		801,536	4,375,990
The total number of abstentions from voting on the poll on this resolution were;		1,781,877	836,454
14. To re-elect Sam Walsh as a director
Total number of proxy votes exercisable by all proxies validly appointed;		1,008,163,556	218,920,935
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution		1,006,589,687	214,201,069
(ii)    was to vote against the resolution		790,014	357,983
(iii)   was to abstain on the resolution		1,741,063	783,328
(iv)   may vote at the proxy's discretion		783,855	4,361,883
The total number of abstentions from voting on the poll on this resolution were;		1,741,063	783,328
15. Re-appointment of auditors
Total number of proxy votes exercisable by all proxies validly appointed;		1,002,175,044	218,892,081
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution		990,971,198	214,045,583
(ii)    was to vote against the resolution		10,436,401	477,114
(iii)   was to abstain on the resolution		7,727,798	812,182
(iv)   may vote at the proxy's discretion		767,445	4,369,384
The total number of abstentions from voting on the poll on this resolution were;		7,727,880	812,182
16. Remuneration of auditors
Total number of proxy votes exercisable by all proxies validly appointed;		1,003,963,751	218,782,084
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution		995,040,874	213,654,292
(ii)    was to vote against the resolution		8,146,353	716,140
(iii)   was to abstain on the resolution		5,940,261	922,034
(iv)   may vote at the proxy's discretion		776,524	4,411,652
The total number of abstentions from voting on the poll on this resolution were;		5,944,502	922,034
17. Approval of the Rio Tinto Performance Share Plan 2013
Total number of proxy votes exercisable by all proxies validly appointed;	1,005,925,424		211,388,587
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution		951,764,394	177,235,187
(ii)    was to vote against the resolution		53,376,182	29,908,663
(iii)   was to abstain on the resolution		3,975,326	8,314,118
(iv)   may vote at the proxy's discretion		784,848	4,244,737
The total number of abstentions from voting on the poll on this resolution were;		3,978,449	8,314,118

PROXY POSITION FOR RIO TINTO PLC ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 18 APRIL 2013

18. General Authority to allot shares
Total number of proxy votes exercisable by all proxies validly appointed;	1,004,091,098
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution	938,464,656
(ii)    was to vote against the resolution	64,882,777
(iii)   was to abstain on the resolution	5,813,018
(iv)   may vote at the proxy's discretion	743,665
The total number of abstentions from voting on the poll on this resolution were;	6,465,210
19. Disapplication of pre-emption rights
Total number of proxy votes exercisable by all proxies validly appointed;	1,003,606,321
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution	998,399,648
(ii)    was to vote against the resolution	4,419,095
(iii)   was to abstain on the resolution	6,297,823
(iv)   may vote at the proxy's discretion	787,578
The total number of abstentions from voting on the poll on this resolution were;	6,302,316
20. Authority to purchase Rio Tinto plc shares
Total number of proxy votes exercisable by all proxies validly appointed;	1,008,213,039
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution	1,004,148,379
(ii)    was to vote against the resolution	3,303,476
(iii)   was to abstain on the resolution	1,691,580
(iv)   may vote at the proxy's discretion	761,184
The total number of abstentions from voting on the poll on this resolution were;	1,692,161
21. Notice period for general meetings other than annual general meetings
Total number of proxy votes exercisable by all proxies validly appointed;	1,008,053,332
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution	904,081,971
(ii)    was to vote against the resolution	103,202,167
(iii)   was to abstain on the resolution	1,843,395
(iv)   may vote at the proxy's discretion	769,194
The total number of abstentions from voting on the poll on this resolution were;	1,843,425

PROXY POSITION FOR RIO TINTO LIMITED ONLY MATTERS - RESOLUTION FROM MEETING HELD ON 9 MAY 2013

18. Renewal of off-market and on-market share buyback authorities
Total number of proxy votes exercisable by all proxies validly appointed;		218,966,703
Total number of proxy votes in respect of which the appointments specified that the proxy ;
(i)     was to vote for the resolution			213,285,936
(ii)    was to vote against the resolution			1,310,452
(iii)   was to abstain on the resolution			677,976
(iv)   may vote at the proxy's discretion			4,370,315
The total number of abstentions from voting on the poll on this resolution were;	677,976

APPENDIX 3.  INFORMATION REQUIRED IN RESPECT OF RIO TINTO PLC BY THE COMPANIES ACT

For the purposes of section 341 of the 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 the Rio Tinto plc's total issued share capital (as at 6pm 16 April 2013). It should be noted that a vote 'withheld' is not a vote in law and is not counted in the calculation of the proportion of votes cast for each resolution.

For joint decision resolutions, the calculation below does not include Rio Tinto Limited's issued capital or the votes cast at the Rio Tinto Limited annual general meeting. However, the votes cast at the Rio Tinto Limited annual general meeting are added to the votes cast at the Rio Tinto plc annual general meeting to give the final poll result in relation to each joint electorate resolution. Final poll results for Rio Tinto plc and Rio Tinto Limited can be found in Appendix 1 of this announcement.

		Rio Tinto plc votes cast as a percentage of Rio Tinto plc's issued capital
1	Receipt of the 2012 Annual report	71.14%
2	Approval of the Remuneration report	71.38%
3	To re-elect Robert Brown as a director	71.46%
4	To re-elect Vivienne Cox as a director	71.35%
5	To re-elect Jan du Plessis as a director	71.45%
6	To re-elect Guy Elliott as a director	71.45%
7	To re-elect Michael Fitzpatrick as a director	71.35%
8	To re-elect Ann Godbehere as a director	71.46%
9	To re-elect Richard Goodmanson as a director	71.34%
10	To re-elect Lord Kerr as a director	71.35%
11	To re-elect Chris Lynch as a director	71.45%
12	To re-elect Paul Tellier as a director	71.46%
13	To re-elect John Varley as a director	71.46%
14	To re-elect Sam Walsh as a director	71.45%
15	Re-appointment of auditors	71.03%
16	Remuneration of auditors	71.11%
17	Approval of the Performance Share Plan 2013	71.25%
18	General authority to allot shares	71.12%
19	Disapplication of pre-emption rights	71.08%
20	Authority to purchase Rio Tinto plc shares	71.41%
21	Notice period for general meetings other than annual general meetings	71.45%

 

END

 

 

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