Result of AGM

RNS Number : 5937G

Rio Tinto PLC

08 May 2014

 



8 May 2014

Rio Tinto Annual General Meetings

The annual general meetings of Rio Tinto plc and Rio Tinto Limited were held on 15 April 2014 and 8 May 2014 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 24 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 at http://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 / Abstained1	Result
1	Receipt of the 2013 Annual report	1,223,861,467	13,886,120	11,692,165	CARRIED
2	Approval of the Remuneration policy report	1,175,047,346	64,668,462	9,615,905	CARRIED
3	Approval of the Directors' Report on Remuneration and Remuneration Committee Chairman's letter	1,188,612,802	34,629,544	26,089,644	CARRIED
4	Approval of the Remuneration report	1,177,556,466	45,592,093	26,183,587	CARRIED
5	Approval of potential termination benefits	1,223,287,903	22,255,938	3,783,546	CARRIED
6	To elect Anne Lauvergeon as a director	1,216,747,660	9,815,761	22,885,044	CARRIED
7	To elect Simon Thompson as a director	1,223,581,849	14,747,001	11,124,547	CARRIED
8	To re-elect Robert Brown as a director	1,244,519,590	2,281,368	2,652,523	CARRIED
9	To re-elect Jan du Plessis as a director	1,233,204,644	13,637,146	2,611,514	CARRIED
10	To re-elect Michael Fitzpatrick as a director	1,222,711,826	8,880,041	17,854,506	CARRIED
11	To re-elect Ann Godbehere as a director	1,243,387,539	3,426,400	2,639,642	CARRIED
12	To re-elect Richard Goodmanson as a director	1,220,846,487	9,871,477	18,732,410	CARRIED
13	To re-elect Lord Kerr as a director	1,217,980,423	13,341,492	18,124,723	CARRIED
14	To re-elect Chris Lynch as a director	1,238,243,406	8,586,698	2,621,879	CARRIED
15	To re-elect Paul Tellier as a director	1,239,107,799	7,672,168	2,673,471	CARRIED
16	To re-elect John Varley as a director	1,242,514,278	4,252,868	2,667,238	CARRIED
17	To re-elect Sam Walsh as a director	1,242,908,756	3,968,866	2,575,060	CARRIED
18	Re-appointment of auditors	1,209,341,373	10,174,134	28,093,841	CARRIED
19	Remuneration of auditors	1,220,405,483	8,199,809	19,320,607	CARRIED

¹In 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 15 April 2014. Resolutions 20 and 24 were carried as ordinary resolutions and resolutions 21 to 23 as special resolutions. The results of the polls were as follows:

		For	Against	Vote withheld	Result
20	General authority to allot shares	931,220,862	95,071,074	6,442,971	CARRIED
21	Disapplication of pre-emption rights	1,022,484,498	4,081,216	6,166,944	CARRIED
22	Authority to purchase Rio Tinto plc shares	1,028,471,012	2,139,855	2,119,521	CARRIED
23	Notice period for general meetings other than annual general meetings	948,411,218	82,536,639	1,783,617	CARRIED
24	Scrip dividend authority	1,030,370,913	360,546	1,999,762	CARRIED

The following resolution was put to Rio Tinto Limited shareholders only and carried at the Rio Tinto Limited meeting held on 8 May 2014 as a special resolution. The results of the poll were as follows:

		For	Against	Abstained	Result
20	Renewal of off-market and on-market share buyback authorities	215,515,560	293,737	903,838	CARRIED

Appendix 1

FINAL PROXY POSITION

Shareholders are reminded that 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 2013 Annual report
Total number of proxy votes exercisable by all proxies validly appointed:	1,026,552,100	211,045,781
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	1,012,427,687	206,152,738
(ii)    was to vote against the resolution	13,203,940	680,463
(iii)   was to abstain on the resolution	6,136,729	5,555,436
(iv)   may vote at the proxy's discretion	920,473	4,212,580
2. Approval of the Remuneration policy report
Total number of proxy votes exercisable by all proxies validly appointed:	1,024,136,964	215,468,589
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	962,180,791	207,843,485
(ii)    was to vote against the resolution	61,014,011	3,460,312
(iii)   was to abstain on the resolution	8,551,530	1,047,874
(iv)   may vote at the proxy's discretion	942,162	4,164,792

PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS

	Rio Tinto plc	Rio Tinto Limited
3.    Approval of the Directors' Report on Remuneration and Remuneration Committee Chairman's  letter
Total number of proxy votes exercisable by all proxies validly appointed:	1,008,248,079	214,885,242
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	975,821,297	207,788,057
(ii)    was to vote against the resolution	31,504,512	2,929,831
(iii)   was to abstain on the resolution	24,440,691	1,631,222
(iv)   may vote at the proxy's discretion	922,270	4,167,354
4. Approval of the Remuneration report
Total number of proxy votes exercisable by all proxies validly appointed:	1,008,241,448	214,798,449
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	965,516,733	207,049,383
(ii)    was to vote against the resolution	41,803,400	3,591,646
(iii)   was to abstain on the resolution	24,447,564	1,718,015
(iv)   may vote at the proxy's discretion	921,315	4,157,420
5. Approval of potential termination benefits
Total number of proxy votes exercisable by all proxies validly appointed:	1,030,177,306	215,264,963
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	1,010,596,477	207,673,334
(ii)    was to vote against the resolution	18,658,263	3,404,967
(iii)   was to abstain on the resolution	2,509,611	1,251,500
(iv)   may vote at the proxy's discretion	922,566	4,186,662

PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS

	Rio Tinto plc	Rio Tinto Limited
6. To elect Anne Lauvergeon as a director
Total number of proxy votes exercisable by all proxies validly appointed:	1,011,225,674	215,188,392
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	1,002,332,661	209,040,924
(ii)    was to vote against the resolution	7,936,392	1,869,522
(iii)   was to abstain on the resolution	21,460,235	1,422,401
(iv)   may vote at the proxy's discretion	956,621	4,277,946
7. To elect Simon Thompson as a director
Total number of proxy votes exercisable by all proxies validly appointed:	1,022,471,117	215,706,373
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	1,007,365,200	210,827,994
(ii)    was to vote against the resolution	14,148,715	597,365
(iii)   was to abstain on the resolution	10,217,856	904,418
(iv)   may vote at the proxy's discretion	957,202	4,281,014
8. To re-elect Robert Brown as a director
Total number of proxy votes exercisable by all proxies validly appointed:	1,030,908,307	215,742,041
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	1,028,755,622	210,391,033
(ii)    was to vote against the resolution	1,203,895	1,077,507
(iii)   was to abstain on the resolution	1,780,751	868,749
(iv)   may vote at the proxy's discretion	948,790	4,273,501

PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS

	Rio Tinto plc	Rio Tinto Limited
9. To re-elect Jan du Plessis as a director
Total number of proxy votes exercisable by all proxies validly appointed:	1,030,921,917	215,769,934
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	1,018,509,494	209,507,388
(ii)    was to vote against the resolution	11,475,088	1,983,186
(iii)   was to abstain on the resolution	1,766,877	840,857
(iv)   may vote at the proxy's discretion	937,335	4,279,360
10. To re-elect Michael Fitzpatrick as a director
Total number of proxy votes exercisable by all proxies validly appointed:	1,016,185,686	215,255,571
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	1,011,268,817	206,022,497
(ii)    was to vote against the resolution	3,982,081	4,896,729
(iii)   was to abstain on the resolution	16,496,263	1,355,220
(iv)   may vote at the proxy's discretion	934,788	4,336,345
11. To re-elect Ann Godbehere as a director
Total number of proxy votes exercisable by all proxies validly appointed:	1,030,906,892	215,755,687
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	1,027,621,780	210,359,621
(ii)    was to vote against the resolution	2,341,002	1,084,642
(iii)   was to abstain on the resolution	1,782,122	855,247
(iv)   may vote at the proxy's discretion	944,110	4,311,424

PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS

	Rio Tinto plc	Rio Tinto Limited
12. To re-elect Richard Goodmanson as a director
Total number of proxy votes exercisable by all proxies validly appointed:	1,015,315,375	215,253,185
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	1,009,628,156	205,824,491
(ii)    was to vote against the resolution	4,765,682	5,105,905
(iii)   was to abstain on the resolution	17,372,530	1,357,607
(iv)   may vote at the proxy's discretion	921,537	4,322,789
13. To re-elect Lord Kerr as a director
Total number of proxy votes exercisable by all proxies validly appointed:	1,015,949,361	215,222,783
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	1,008,455,481	205,268,369
(ii)    was to vote against the resolution	6,554,657	5,662,976
(iii)   was to abstain on the resolution	16,735,651	1,386,450
(iv)   may vote at the proxy's discretion	939,223	4,291,438
14. To re-elect Chris Lynch as a director
Total number of proxy votes exercisable by all proxies validly appointed:	1,030,927,246	215,752,174
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	1,022,198,672	210,848,659
(ii)    was to vote against the resolution	7,797,104	611,332
(iii)   was to abstain on the resolution	1,760,226	858,618
(iv)   may vote at the proxy's discretion	931,470	4,292,183

PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS

	Rio Tinto plc	Rio Tinto Limited
15. To re-elect Paul Tellier as a director
Total number of proxy votes exercisable by all proxies validly appointed:	1,030,907,600	215,721,757
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	1,023,532,951	210,162,966
(ii)    was to vote against the resolution	6,419,480	1,247,993
(iii)   was to abstain on the resolution	1,781,414	889,034
(iv)   may vote at the proxy's discretion	955,169	4,310,798
16. To re-elect John Varley as a director
Total number of proxy votes exercisable by all proxies validly appointed:	1,030,891,675	215,724,635
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	1,026,580,843	210,530,227
(ii)    was to vote against the resolution	3,365,440	885,057
(iii)   was to abstain on the resolution	1,778,948	886,157
(iv)   may vote at the proxy's discretion	945,392	4,309,351
17. To re-elect Sam Walsh as a director
Total number of proxy votes exercisable by all proxies validly appointed:	1,030,944,273	215,779,630
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	1,026,289,583	211,263,624
(ii)    was to vote against the resolution	3,708,101	260,404
(iii)   was to abstain on the resolution	1,743,898	831,162
(iv)   may vote at the proxy's discretion	946,589	4,255,602

PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS

	Rio Tinto plc	Rio Tinto Limited
18. Re-appointment of auditors
Total number of proxy votes exercisable by all proxies validly appointed:	1,004,584,742	214,778,051
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	994,186,954	209,795,477
(ii)    was to vote against the resolution	9,475,118	699,705
(iii)   was to abstain on the resolution	28,093,841	1,832,740
(iv)   may vote at the proxy's discretion	922,670	4,282,869
19. Remuneration of auditors
Total number of proxy votes exercisable by all proxies validly appointed:	1,013,362,318	215,094,633
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	1,005,216,437	209,835,936
(ii)    was to vote against the resolution	7,215,847	982,746
(iii)   was to abstain on the resolution	19,320,206	1,506,658
(iv)   may vote at the proxy's discretion	930,034	4,275,951

PROXY POSITION FOR RIO TINTO PLC ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 15 APRIL 2014

20. General authority to allot shares	Rio Tinto plc
Total number of proxy votes exercisable by all proxies validly appointed:	1,026,245,378
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	930,234,602
(ii)    was to vote against the resolution	95,071,464
(iii)   was to abstain on the resolution	6,442,637
(iv)   may vote at the proxy's discretion	939,312

PROXY POSITION FOR RIO TINTO PLC ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 15 APRIL 2014

	Rio Tinto plc
21. Disapplication of pre-emption rights
Total number of proxy votes exercisable by all proxies validly appointed:	1,026,520,237
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	1,021,511,269
(ii)    was to vote against the resolution	4,077,756
(iii)   was to abstain on the resolution	6,165,443
(iv)   may vote at the proxy's discretion	931,212
22. Authority to purchase Rio Tinto plc shares
Total number of proxy votes exercisable by all proxies validly appointed:	1,030,564,491
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	1,027,520,787
(ii)    was to vote against the resolution	2,132,445
(iii)   was to abstain on the resolution	2,119,521
(iv)   may vote at the proxy's discretion	911,259
23. Notice period for general meetings other than annual general meetings
Total number of proxy votes exercisable by all proxies validly appointed:	1,030,900,238
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	947,614,211
(ii)    was to vote against the resolution	82,358,368
(iii)   was to abstain on the resolution	1,783,216
(iv)   may vote at the proxy's discretion	927,659

PROXY POSITION FOR RIO TINTO PLC ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 15 APRIL 2014

	Rio Tinto plc
24. Scrip dividend authority
Total number of proxy votes exercisable by all proxies validly appointed:	1,030,864,846
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	1,029,593,174
(ii)    was to vote against the resolution	359,788
(iii)   was to abstain on the resolution	1,824,688
(iv)   may vote at the proxy's discretion	911,884

PROXY POSITION FOR RIO TINTO LIMITED ONLY MATTERS - RESOLUTION FROM MEETING HELD ON 8 MAY 2014

		Rio Tinto Limited
20. Renewal of off-market and on-market share buyback authorities
Total number of proxy votes exercisable by all proxies validly appointed:		215,706,953
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution		211,172,972
(ii)    was to vote against the resolution		291,579
(iii)   was to abstain on the resolution		903,838
(iv)   may vote at the proxy's discretion		4,242,402

Appendix 2

VOTES CAST AS A PERCENTAGE OF ISSUED CAPITAL

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 Rio Tinto plc's total issued share capital (as at 6pm on 11 April 2014).

In respect of Rio Tinto Limited, the votes validly cast are expressed as a percentage of Rio Tinto Limited's issued capital (as at 10pm on 6 May 2014). 

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 for and against each resolution. 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 2013 Annual report	72.62%	48.46%
2	Approval of the Remuneration Policy Report	72.44%	49.46%
3	Approval of the Directors' Report on Remuneration and Remuneration Committee Chairman's letter	71.32%	49.33%
4	Approval of the Remuneration Report	71.32%	49.31%
5	Approval of potential termination benefits	72.87%	49.42%
6	To elect Anne Lauvergeon as a director	71.53%	49.41%
7	To elect Simon Thompson as a director	72.33%	49.53%
8	To re-elect Robert Brown as a director	72.92%	49.53%
9	To re-elect Jan du Plessis  as a director	72.93%	49.54%
10	To re-elect Michael Fitzpatrick as a director	71.88%	49.42%
11	To re-elect Ann Godbehere as a director	72.92%	49.54%
12	To re-elect Richard Goodmanson as a director	71.82%	49.42%
13	To re-elect Lord Kerr as a director	71.87%	49.41%
14	To re-elect Chris Lynch as a director	72.93%	49.54%
15	To re-elect Paul Tellier as a director	72.92%	49.53%
16	To re-elect  John Varley as a director	72.92%	49.53%
17	To re-elect Sam Walsh as a director	72.93%	49.54%
18	Re-appointment of auditors	71.06%	49.31%
19	Remuneration of auditors	71.68%	49.38%
Rio Tinto plc only matters
20	General authority to allot shares	72.59%
21	Disapplication of pre-emption rights	72.61%
22	Authority to purchase Rio Tinto plc shares	72. 90%
23	Notice period for general meetings other than annual general meetings	72.92%
24	Scrip dividend authority	72.91%
Rio Tinto Limited only matters
20	Renewal of off-market and on-market share buyback authorities		49.52%

 

END

 

 

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