Results of Rio Tinto annual general meetings

RNS Number : 4926Y
Rio Tinto PLC
09 May 2019
 

 

Results of Rio Tinto annual general meetings

9 May 2019

 

The annual general meetings of Rio Tinto plc and Rio Tinto Limited were held on 10 April 2019 and  

9 May 2019 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 16 in table 1 below contained in the notices of meeting for each of Rio Tinto plc and Rio Tinto Limited fall into this category. Resolutions 17 to 20 of the Rio Tinto plc notice of meeting in table 2 below were put to Rio Tinto plc shareholders only and resolutions 17 to 19 of the Rio Tinto Limited notice of meeting in table 3 below were put to Rio Tinto Limited shareholders only.

 

All resolutions were carried, with the exception of the requisitioned resolutions 18 and 19 put to shareholders of Rio Tinto Limited only. Requisitioned resolution 18 was not carried and requisitioned resolution 19 was not valid, as it was conditional on resolution 18 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 riotinto.com/agm2019.

 

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:    

                                                                                                                                                                                                                                                                                                                                                                                         

Resolution

Total Votes Cast

For

Against

Withheld /

Abstained ¹




Number

%

Number

%


1.

Receipt of the 2018 Annual report

1,148,431,031

1,139,031,070

99.18

9,399,961

0.82

19,884,877

2.

Approval of the Directors' Remuneration Report: Implementation Report

1,143,455,162

1,070,321,199

93.60

73,133,963

6.40

24,817,450

3.

Approval of the Directors' Remuneration Report

1,151,989,943

1,069,822,503

92.87

82,167,440

7.13

16,285,082

4.

To elect Dame Moya Greene as a director

1,152,803,298

1,151,319,566

99.87

1,483,732

0.13

15,517,136

5.

To elect Simon McKeon AO as a director

1,152,809,806

1,143,414,804

99.19

9,395,002

0.81

15,506,876

6.

To elect Jakob Stausholm as a director

1,152,796,169

1,150,819,726

99.83

1,976,443

0.17

15,524,055

7.

To re-elect Megan Clark AC as a director

1,152,878,162

1,148,716,914

99.64

4,161,248

0.36

15,440,488

8.

To re-elect David Constable as a director

1,152,824,455

1,143,511,652

99.19

9,312,803

0.81

15,495,980

9.

To re-elect Simon Henry as a director

1,151,299,466

1,141,619,129

99.16

9,680,337

0.84

17,020,969

10.

To re-elect Jean-Sébastien Jacques as a director

1,152,864,695

1,152,019,655

99.93

845,040

0.07

15,449,819

11.

To re-elect Sam Laidlaw as a director

1,152,830,364

1,136,104,118

98.55

16,726,246

1.45

15,490,069

12.

To re-elect Michael L'Estrange AO as a director

1,152,854,876

1,143,575,610

99.20

9,279,266

0.80

15,461,137

13.

To re-elect Simon Thompson as a director

1,143,067,135

1,098,372,296

96.09

44,694,839

3.91

25,253,297

14.

Re-appointment of auditors

1,152,217,443

1,126,969,313

97.81

25,248,130

2.19

16,101,429

15.

Remuneration of auditors

1,152,105,253

1,144,667,926

99.35

7,437,327

0.65

16,209,708

16.

Authority to make political donations

1,152,221,407

1,146,541,515

99.51

5,679,892

0.49

16,065,843

 

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.

 

 

Table 2

The following resolutions were put to Rio Tinto plc shareholders only and carried at the Rio Tinto plc meeting held on 10 April 2019. Resolution 17 was carried as an ordinary resolution and resolutions 18 to 20 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:

 

Resolution

Total Votes Cast

For

Against

Withheld /

Abstained




Number

%

Number

%


17.

General authority to allot shares

928,987,497

829,158,948

89.25

99,828,549

10.75

15,051,675

18.

Disapplication of pre-emption rights

927,332,365

925,249,303

99.78

2,083,062

0.22

16,711,049

19.

Authority to purchase Rio Tinto plc shares

928,826,027

734,289,456

79.06

194,536,571

20.94

15,217,689

20.

Notice period for general meetings other than annual general meetings

928,924,707

878,298,677

94.55

50,626,030

5.45

15,119,617

 

Resolution 19 '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 19. 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.

 

Table 3

Resolutions 17 and 18 below were put to Rio Tinto Limited shareholders only. Resolution 17 was carried as a special resolution. Resolution 18, also a special resolution, was NOT carried. The results of the polls were as follows:

 

Resolution

Total Votes Cast

For

Against

Withheld /

Abstained




Number

%

Number

%


17.

Renewal of off-market and on-market share buy-back authorities

223,482,765

220,354,274

98.60

3,128,491

1.40

791,406

18.

Requisitioned resolution to amend the constitution of Rio Tinto Limited

218,661,572

5,156,968

2.36

213,504,604

97.64

5,614,504



 

Resolution 19 was NOT valid as it was conditional on resolution 18 being carried by the required majority. Poll figures are provided below for information purposes only

 

 

Resolution

Total Votes Cast

For

Against

Withheld /

Abstained




Number

%

Number

%


19.

Requisitioned resolution on transition planning disclosure

223,361,308

13,393,204

6.00

209,968,104

94.00

915,368

 

 

 

LEI: 213800YOEO5OQ72G2R82

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

 

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



 

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 1-16 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 DECISIONS

Rio Tinto plc

Rio Tinto Limited

1. Receipt of the 2018 Annual report



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

928,053,281

219,896,839

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



(i)     was to vote for the resolution

917,957,161

216,564,860

(ii)    was to vote against the resolution

9,208,951

190,154

(iii)   was to abstain on the resolution

15,663,234

4,221,643

(iv)   may vote at the proxy's discretion

887,169

3,141,825

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



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

919,745,822

223,272,711

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



(i)     was to vote for the resolution

857,214,473

209,168,706

(ii)    was to vote against the resolution

61,631,715

11,019,727

(iii)   was to abstain on the resolution

23,971,266

846,409

(iv)   may vote at the proxy's discretion

899,634

3,084,278

3. Approval of the Directors' Remuneration Report



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

928,229,978

223,325,016

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



(i)     was to vote for the resolution

857,200,518

208,704,033

(ii)    was to vote against the resolution

70,161,936

11,522,983

(iii)   was to abstain on the resolution

15,489,533

794,094

(iv)   may vote at the proxy's discretion

867,524

3,098,000

4. To elect Dame Moya Greene as a director



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

928,625,151

223,701,430

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



(i)     was to vote for the resolution

926,967,691

219,832,452

(ii)    was to vote against the resolution

759,824

715,051

(iii)   was to abstain on the resolution

15,093,697

418,245

(iv)   may vote at the proxy's discretion

897,636

3,153,927

5. To elect Simon McKeon AO as a director



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

928,616,243

223,717,268

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



(i)     was to vote for the resolution

925,492,169

213,374,790

(ii)    was to vote against the resolution

2,224,920

7,167,860

(iii)   was to abstain on the resolution

15,102,575

399,407

(iv)   may vote at the proxy's discretion

899,154

3,174,618

6. To elect Jakob Stausholm as a director



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

928,602,380

223,716,905

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



(i)     was to vote for the resolution

926,380,431

219,880,973

(ii)    was to vote against the resolution

1,321,795

653,624

(iii)   was to abstain on the resolution

15,116,258

402,770

(iv)   may vote at the proxy's discretion

900,154

3,182,308

7. To re-elect Megan Clark AC as a director



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

928,646,469

223,753,129

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



(i)     was to vote for the resolution

924,824,509

219,333,453

(ii)    was to vote against the resolution

2,926,112

1,232,921

(iii)   was to abstain on the resolution

15,070,595

366,546

(iv)   may vote at the proxy's discretion

895,848

3,186,755

8. To re-elect David Constable as a director



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

928,618,110

223,727,648

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



(i)     was to vote for the resolution

923,415,861

215,527,865

(ii)    was to vote against the resolution

4,294,611

5,016,851

(iii)   was to abstain on the resolution

15,100,738

392,028

(iv)   may vote at the proxy's discretion

907,638

3,182,932

9. To re-elect Simon Henry as a director



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

927,218,820

223,601,949

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



(i)     was to vote for the resolution

921,693,796

215,367,655

(ii)    was to vote against the resolution

4,625,464

5,053,332

(iii)   was to abstain on the resolution

16,500,028

517,727

(iv)   may vote at the proxy's discretion

899,560

3,180,962

10. To re-elect Jean-Sébastien Jacques as a director



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

928,644,476

223,741,456

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



(i)     was to vote for the resolution

927,204,582

220,286,144

(ii)    was to vote against the resolution

548,422

295,594

(iii)   was to abstain on the resolution

15,068,491

378,180

(iv)   may vote at the proxy's discretion

891,472

3,159,718

11. To re-elect Sam Laidlaw as a director



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

928,631,556

223,720,111

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



(i)     was to vote for the resolution

916,960,125

214,189,222

(ii)    was to vote against the resolution

10,772,861

5,951,315

(iii)   was to abstain on the resolution

15,087,291

399,564

(iv)   may vote at the proxy's discretion

898,570

3,579,574

12. To re-elect Michael L'Estrange AO as a director



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

928,646,943

223,729,211

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



(i)     was to vote for the resolution

923,368,818

215,639,239

(ii)    was to vote against the resolution

4,377,576

4,899,420

(iii)   was to abstain on the resolution

15,067,484

390,464

(iv)   may vote at the proxy's discretion

900,549

3,190,552

13. To re-elect Simon Thompson as a director



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

918,864,455

223,723,425

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



(i)     was to vote for the resolution

884,650,751

209,854,257

(ii)    was to vote against the resolution

33,315,093

10,682,721

(iii)   was to abstain on the resolution

24,854,391

396,250

(iv)   may vote at the proxy's discretion

898,611

3,186,447

14. Re-appointment of auditors



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

928,296,649

223,440,101

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



(i)     was to vote for the resolution

907,624,766

215,261,990

(ii)    was to vote against the resolution

19,781,731

4,996,047

(iii)   was to abstain on the resolution

15,421,693

679,240

(iv)   may vote at the proxy's discretion

890,152

3,182,064

15. Remuneration of auditors



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

928,259,134

223,365,259

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



(i)     was to vote for the resolution

921,062,444

219,047,977

(ii)    was to vote against the resolution

6,307,050

1,126,953

(iii)   was to abstain on the resolution

15,457,160

752,219

(iv)   may vote at the proxy's discretion

889,640

3,190,329

16. Authority to make political donations



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

928,630,336

223,108,774

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



(i)     was to vote for the resolution

924,142,411

217,958,952

(ii)    was to vote against the resolution

3,611,185

2,041,457

(iii)   was to abstain on the resolution

15,063,045

1,003,399

(iv)   may vote at the proxy's discretion

876,740

3,108,365

 

 

 

 

 

 

 

 

 

 

 

PROXY POSITION FOR RIO TINTO PLC ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 10 APRIL 2019

Rio Tinto plc

17. General authority to allot shares


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

928,662,476

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


(i)     was to vote for the resolution

827,961,807

(ii)    was to vote against the resolution

99,804,950

(iii)   was to abstain on the resolution

15,050,675

(iv)   may vote at the proxy's discretion

895,719

18. Disapplication of pre-emption rights


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

927,009,781

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


(i)     was to vote for the resolution

924,036,501

(ii)    was to vote against the resolution

2,078,827

(iii)   was to abstain on the resolution

16,707,612

(iv)   may vote at the proxy's discretion

894,453

19. Authority to purchase Rio Tinto plc shares


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

928,501,006

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


(i)     was to vote for the resolution

733,085,254

(ii)    was to vote against the resolution

194,529,901

(iii)   was to abstain on the resolution

15,216,689

(iv)   may vote at the proxy's discretion

885,851

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


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

928,598,686

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


(i)     was to vote for the resolution

877,569,414

(ii)    was to vote against the resolution

50,143,597

(iii)   was to abstain on the resolution

15,119,617

(iv)   may vote at the proxy's discretion

885,675

 

 

 

 

PROXY POSITION FOR RIO TINTO LIMITED ONLY MATTERS - RESOLUTION FROM MEETING HELD ON 9 MAY 2019

Rio Tinto Limited

17. Renewal of off-market and on-market share buy-back authorities


Total number of proxy votes exercisable by all proxies

validly appointed:

223,328,391

Total number of proxy votes in respect of which the

appointments specified that the proxy:


(i)     was to vote for the resolution

217,028,648

(ii)    was to vote against the resolution

3,126,739

(iii)   was to abstain on the resolution

790,835

(iv)   may vote at the proxy's discretion

3,173,004

18. Requisitioned resolution to amend the constitution of Rio Tinto Limited


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

218,536,568

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


(i)     was to vote for the resolution

5,151,849

(ii)    was to vote against the resolution

210,287,431

(iii)   was to abstain on the resolution

5,581,677

(iv)   may vote at the proxy's discretion

3,097,288

19. Requisitioned resolution on transition planning disclosure


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

223,236,304

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


(i)     was to vote for the resolution

13,388,982

(ii)    was to vote against the resolution

206,755,701

(iii)   was to abstain on the resolution

882,541

(iv)   may vote at the proxy's discretion

3,091,621

 

 

 

 

 


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