Results of Rio Tinto Annual General Meetings

RNS Number : 4613M

Rio Tinto PLC

07 May 2015

 



Rio Tinto Annual General Meetings

7 May 2015

The annual general meetings of Rio Tinto plc and Rio Tinto Limited were held on 16 April 2015 and  

7 May 2015 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 18 contained in the notices of meeting for each of Rio Tinto plc and Rio Tinto Limited fall into this category. Resolutions 19 to 22 of the Rio Tinto plc notice of meeting were put to Rio Tinto plc shareholders only and resolution 19 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 / Abstained ¹	Result
1	Receipt of the 2014 Annual report	1,235,342,697	12,655,112	4,953,813	CARRIED
2	Approval of the Remuneration Policy Report	1,186,605,279	43,739,074	22,379,973	CARRIED
3	Approval of the Directors' Report on Remuneration and Remuneration Committee chairman's letter	1,178,992,215	41,990,010	31,766,890	CARRIED
4	Approval of the Remuneration Report	1,179,871,511	41,082,997	31,792,430	CARRIED
5	To elect Megan Clark as a director	1,067,549,884	828,345	184,573,702	CARRIED
6	To elect Michael L'Estrange as a director	1,067,418,166	931,907	184,601,197	CARRIED
7	To re-elect Robert Brown as a director	1,248,901,722	2,066,345	1,982,608	CARRIED
8	To re-elect Jan du Plessis as a director	1,240,137,237	10,860,768	1,955,834	CARRIED
9	To re-elect Ann Godbehere as a director	1,246,316,122	4,655,780	1,981,949	CARRIED
10	To re-elect Richard Goodmanson as a director	1,242,509,370	7,473,462	2,968,686	CARRIED
11	To re-elect Anne Lauvergeon as a director	1,223,159,769	6,874,377	22,919,555	CARRIED
12	To re-elect Chris Lynch as a director	1,247,664,195	3,321,180	1,964,343	CARRIED
13	To re-elect Paul Tellier as a director	1,248,879,027	2,081,969	1,988,596	CARRIED
14	To re-elect Simon Thompson as a director	1,237,082,459	3,284,343	12,584,467	CARRIED
15	To re-elect John Varley as a director	1,245,009,536	5,292,625	2,650,549	CARRIED
16	To re-elect Sam Walsh as a director	1,250,055,358	977,712	1,920,707	CARRIED
17	Re-appointment of auditors	1,226,795,775	24,186,412	1,969,976	CARRIED
18	Remuneration of auditors	1,242,554,804	8,429,547	1,966,766	CARRIED
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.

The following resolutions were put to Rio Tinto plc shareholders only and carried at the Rio Tinto plc meeting held on 16 April 2015. Resolution 19 was carried as an ordinary resolution and resolutions 20 to 22 as special resolutions. The results of the polls were as follows:

		For	Against	Withheld	Result
19	General authority to allot shares	927,141,201	94,775,175	4,993,307	CARRIED
20	Disapplication of pre-emption rights	1,017,775,346	4,188,657	4,809,210	CARRIED
21	Authority to purchase Rio Tinto plc shares	1,023,278,151	1,193,952	2,301,111	CARRIED
22	Notice period for general meetings other than annual general meetings	942,571,029	82,665,612	1,536,571	CARRIED

The following resolution was put to Rio Tinto Limited shareholders only and carried at the Rio Tinto Limited meeting held on 7 May 2015 as a special resolution. The result of the poll was as follows:

		For	Against	Abstained	Result
19	Renewal of off-market and on-market share buy-back authorities	224,784,413	343,051	914,740	CARRIED

Vaughn Walton Assistant Company Secretary	Tim Paine Joint Company Secretary
Rio Tinto plc 2 Eastbourne Terrace London W2 6LG United Kingdom T [phone] Registered in England No. 719885	Rio Tinto Limited 120 Collins Street Melbourne 3000 Australia T [phone] Registered in Australia ABN 96 004 458 404

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 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 1-18 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 2014 Annual report
Total number of proxy votes exercisable by all proxies validly appointed:	1,025,057,232	222,877,127
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	1,012,024,130	218,369,811
(ii)    was to vote against the resolution	12,236,846	416,845
(iii)   was to abstain on the resolution	2,088,318	2,879,457
(iv)   may vote at the proxy's discretion	796,256	4,090,471
2. Approval of the Remuneration Policy Report
Total number of proxy votes exercisable by all proxies validly appointed:	1,006,079,807	224,410,518
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	966,056,728	215,862,164
(ii)    was to vote against the resolution	39,229,354	4,496,119
(iii)   was to abstain on the resolution	21,063,533	1,317,995
(iv)   may vote at the proxy's discretion	793,725	4,052,235
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:	996,488,170	224,640,794
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	956,957,915	217,347,984
(ii)    was to vote against the resolution	38,739,739	3,235,960
(iii)   was to abstain on the resolution	30,657,376	1,109,802
(iv)   may vote at the proxy's discretion	790,516	4,056,850
4. Approval of the Remuneration Report
Total number of proxy votes exercisable by all proxies validly appointed:	996,460,715	224,641,032
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	957,910,585	217,256,607
(ii)    was to vote against the resolution	37,747,076	3,322,320
(iii)   was to abstain on the resolution	30,684,559	1,108,159
(iv)   may vote at the proxy's discretion	803,054	4,062,105
5. To elect Megan Clark as a director
Total number of proxy votes exercisable by all proxies validly appointed:	843,099,032	225,216,330
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	841,782,228	220,807,858
(ii)    was to vote against the resolution	493,944	331,800
(iii)   was to abstain on the resolution	184,044,493	541,579
(iv)   may vote at the proxy's discretion	822,860	4,076,672
6. To elect Michael L'Estrange as a director
Total number of proxy votes exercisable by all proxies validly appointed:	843,088,557	225,201,762
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	841,760,189	220,694,052
(ii)    was to vote against the resolution	511,445	418,083
(iii)   was to abstain on the resolution	184,056,741	556,148
(iv)   may vote at the proxy's discretion	816,923	4,089,627
7. To re-elect Robert Brown as a director
Total number of proxy votes exercisable by all proxies validly appointed:	1,025,654,376	225,251,667
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	1,023,263,867	220,657,523
(ii)    was to vote against the resolution	1,575,615	484,539
(iii)   was to abstain on the resolution	1,490,772	505,798
(iv)   may vote at the proxy's discretion	814,894	4,109,605
8. To re-elect Jan du Plessis as a director
Total number of proxy votes exercisable by all proxies validly appointed:	1,025,665,681	225,270,297
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	1,015,115,162	220,053,602
(ii)    was to vote against the resolution	9,737,388	1,123,259
(iii)   was to abstain on the resolution	1,479,866	487,427
(iv)   may vote at the proxy's discretion	813,131	4,093,436
9. To re-elect Ann Godbehere as a director
Total number of proxy votes exercisable by all proxies validly appointed:	1,025,661,693	225,247,755
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	1,020,901,984	220,452,442
(ii)    was to vote against the resolution	3,944,262	706,852
(iii)   was to abstain on the resolution	1,483,857	510,049
(iv)   may vote at the proxy's discretion	815,447	4,088,461
10. To re-elect Richard Goodmanson as a director
Total number of proxy votes exercisable by all proxies validly appointed:	1,024,698,313	225,222,495
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	1,020,941,235	216,592,510
(ii)    was to vote against the resolution	2,945,520	4,524,096
(iii)   was to abstain on the resolution	2,447,234	535,414
(iv)   may vote at the proxy's discretion	811,558	4,105,889
11. To re-elect Anne Lauvergeon as a director
Total number of proxy votes exercisable by all proxies validly appointed:	1,005,377,073	224,591,993
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	998,537,841	219,619,616
(ii)    was to vote against the resolution	6,019,837	848,428
(iii)   was to abstain on the resolution	21,768,473	1,165,665
(iv)   may vote at the proxy's discretion	819,395	4,123,949
12. To re-elect Chris Lynch as a director
Total number of proxy votes exercisable by all proxies validly appointed:	1,025,660,915	225,264,236
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	1,022,506,361	220,148,369
(ii)    was to vote against the resolution	2,326,936	992,823
(iii)   was to abstain on the resolution	1,484,633	493,672
(iv)   may vote at the proxy's discretion	827,618	4,123,044
13. To re-elect Paul Tellier as a director
Total number of proxy votes exercisable by all proxies validly appointed:	1,025,653,880	225,245,311
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	1,023,437,314	220,431,007
(ii)    was to vote against the resolution	1,392,575	674,985
(iii)   was to abstain on the resolution	1,491,670	510,598
(iv)   may vote at the proxy's discretion	823,991	4,139,319
14. To re-elect Simon Thompson as a director
Total number of proxy votes exercisable by all proxies validly appointed:	1,015,390,547	224,915,823
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	1,011,909,456	220,155,346
(ii)    was to vote against the resolution	2,656,700	623,704
(iii)   was to abstain on the resolution	11,755,002	841,835
(iv)   may vote at the proxy's discretion	824,391	4,136,773
15. To re-elect John Varley as a director
Total number of proxy votes exercisable by all proxies validly appointed:	1,024,994,120	225,245,795
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	1,019,312,713	220,695,143
(ii)    was to vote against the resolution	4,862,314	427,489
(iii)   was to abstain on the resolution	2,150,968	511,330
(iv)   may vote at the proxy's discretion	819,093	4,123,163
16. To re-elect Sam Walsh as a director
Total number of proxy votes exercisable by all proxies validly appointed:	1,025,665,174	225,303,366
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	1,024,202,773	220,822,632
(ii)    was to vote against the resolution	634,355	339,723
(iii)   was to abstain on the resolution	1,480,376	454,293
(iv)   may vote at the proxy's discretion	828,046	4,141,011
17. Re-appointment of auditors
Total number of proxy votes exercisable by all proxies validly appointed:	1,025,663,048	225,260,338
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	1,001,681,272	220,131,156
(ii)    was to vote against the resolution	23,177,689	1,006,280
(iii)   was to abstain on the resolution	1,481,969	497,320
(iv)   may vote at the proxy's discretion	804,087	4,122,902
18. Remuneration of auditors
Total number of proxy votes exercisable by all proxies validly appointed:	1,025,700,907	225,226,183
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	1,016,903,602	220,666,601
(ii)    was to vote against the resolution	7,981,541	442,229
(iii)   was to abstain on the resolution	1,443,135	531,475
(iv)   may vote at the proxy's discretion	815,764	4,117,353

PROXY POSITION FOR RIO TINTO PLC ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 16 APRIL 2015

	Rio Tinto plc
19. General authority to allot shares
Total number of proxy votes exercisable by all proxies validly appointed:	1,022,137,616
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	926,521,624
(ii)    was to vote against the resolution	94,775,004
(iii)   was to abstain on the resolution	5,007,402
(iv)   may vote at the proxy's discretion	840,988
20. Disapplication of pre-emption rights
Total number of proxy votes exercisable by all proxies validly appointed:	1,022,185,376
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	1,017,154,730
(ii)    was to vote against the resolution	4,189,880
(iii)   was to abstain on the resolution	4,823,172
(iv)   may vote at the proxy's discretion	840,766
21. Authority to purchase Rio Tinto plc shares
Total number of proxy votes exercisable by all proxies validly appointed:	1,024,693,476
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	1,022,695,753
(ii)    was to vote against the resolution	1,194,208
(iii)   was to abstain on the resolution	2,315,073
(iv)   may vote at the proxy's discretion	803,515
22. Notice period for general meetings other than annual general meetings
Total number of proxy votes exercisable by all proxies validly appointed:	1,025,461,365
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution	941,974,121
(ii)    was to vote against the resolution	82,663,002
(iii)   was to abstain on the resolution	1,547,182
(iv)   may vote at the proxy's discretion	824,242

PROXY POSITION FOR RIO TINTO LIMITED ONLY MATTERS - RESOLUTION FROM MEETING HELD ON 7 MAY 2015

		Rio Tinto Limited
19. Renewal of off-market and on-market share buy-back authorities
Total number of proxy votes exercisable by all proxies validly appointed:		224,843,391
Total number of proxy votes in respect of which the appointments specified that the proxy:
(i)     was to vote for the resolution		220,395,075
(ii)    was to vote against the resolution		341,621
(iii)   was to abstain on the resolution		914,061
(iv)   may vote at the proxy's discretion		4,106,695

Appendix 2

VOTES CAST AS A PERCENTAGE OF ISSUED CAPITAL

For the purposes of section 341 of the UK 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 14 April 2015.

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 5 May 2015. 

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 on each resolution. For UK Law purposes, 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 2014 Annual report	72.68%	52.61%
2	Approval of the Remuneration Policy Report	71.33%	52.92%
3	Approval of the Directors' Report on Remuneration and Remuneration Committee chairman's letter	70.65%	52.98%
4	Approval of the Remuneration Report	70.65%	52.98%
5	To elect Megan Clark as a director	59.78%	53.16%
6	To elect Michael L'Estrange as a director	59.78%	53.16%
7	To re-elect Robert Brown as a director	72.72%	53.17%
8	To re-elect Jan du Plessis as a director	72.72%	53.17%
9	To re-elect Ann Godbehere as a director	72.72%	53.17%
10	To re-elect Richard Goodmanson as a director	72.66%	53.16%
11	To re-elect Anne Lauvergeon as a director	71.29%	53.01%
12	To re-elect Chris Lynch as a director	72.72%	53.17%
13	To re-elect Paul Tellier as a director	72.72%	53.17%
14	To re-elect Simon Thompson as a director	72.00%	53.09%
15	To re-elect John Varley as a director	72.68%	53.17%
16	To re-elect Sam Walsh as a director	72.72%	53.18%
17	Re-appointment of auditors	72.72%	53.17%
18	Remuneration of auditors	72.73%	53.16%
Rio Tinto plc only matters
19	General authority to allot shares	72.47%
20	Disapplication of pre-emption rights	72.48%
21	Authority to purchase Rio Tinto plc shares	72.66%
22	Notice period for general meetings other than annual general meetings	72.71%
Rio Tinto Limited only matters
19	Renewal of off-market and on-market share buy-back authorities		53.07%

 

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