Results of voting - 2006 AGMs
Rio Tinto PLC
04 May 2006
Results of voting at 2006 Annual General Meetings of Rio Tinto plc and Rio Tinto
Limited
The Annual General Meetings of Rio Tinto plc and Rio Tinto Limited were held on
12 April 2006 and 4 May 2006 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 voted on by a joint electoral procedure.
The following ordinary resolutions, which were put to 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 of the joint
polls were as follows:
FOR AGAINST
To elect Tom Albanese 788,995,063 955,272
To elect Sir Rod Eddington 787,827,609 982,540
To re-elect Sir David Clementi 785,705,651 3,090,273
To re-elect Leigh Clifford 788,618,690 1,451,604
To re-elect Andrew Gould 748,547,050 23,821,628
To re-elect David Mayhew 777,658,148 12,353,168
To re-appoint PricewaterhouseCoopers LLP as auditors of Rio 779,301,957 10,152,964
Tinto plc and to authorise the Audit committee to determine
the auditors' remuneration
To approve the Remuneration report 721,658,511 18,071,272
To receive the Company's financial statements and the reports 750,849,906 2,213,309
of the directors and auditors for the year ended 31 December
2005
The following special resolutions were passed at the Rio Tinto Limited meeting
held on 4 May 2006. The results of the poll were as follows:
FOR AGAINST
To authorise the purchase of Rio Tinto Limited shares off 151,779,906 248,291
market by tender and on market by Rio Tinto Limited
To renew the authority for the purchase of Rio Tinto Limited's 151,517,209 494,639
shares by itself from Rio Tinto plc
The following special resolution required the separate approval of shareholders
of Rio Tinto plc and Rio Tinto Limited. It was not put to the Rio Tinto Limited
meeting as a number of shareholders had indicated some concerns about the
subject matter of that resolution.
As the resolution was not approved by the publicly held shares of Rio Tinto
Limited, the holder of Rio Tinto plc's Special Voting Share voted against it, as
required by the terms of Rio Tinto plc's Articles of Association and agreements
governing the operation of the DLC. Accordingly 360,442,512 votes were cast
against the Rio Tinto plc resolution by RTL Shareholder SVC Limited and so the
result of the poll on the Rio Tinto plc resolution was as follows:
FOR AGAINST
To adopt new articles of association of Rio Tinto plc and to 587,216,911 409,542,485
make amendments to the constitution of Rio Tinto Limited
Consequently, the resolution did not pass, as a special resolution requires
approval by a 75 per cent majority.
Prior to the exercise of the votes attached to the Special Voting Share, the
vote on this resolution at the Rio Tinto plc meeting in London was: FOR
587,216,911; AGAINST 49,099,973.
For further information, please contact:
LONDON AUSTRALIA
Media Relations Media Relations
Nick Cobban Ian Head
Office: +44 (0) 20 7753 2305 Office: +61 (0) 3 9283 3620
Mobile: +44 (0) 7920 041 003 Mobile: +61 (0) 408 360 101
Investor Relations Investor Relations
Nigel Jones Dave Skinner
Office: +44 (0) 20 7753 2401 Office: +61 (0) 3 9283 3628
Mobile: +44 (0) 7917 227365 Mobile: +61 (0) 408 335 309
David Ovington Susie Creswell
Office: +44 (0) 20 7753 2326 Office: +61 (0) 3 9283 3639
Mobile: +44 (0) 7920 010 978 Mobile: +61 (0) 418 933 792
Website: www.riotinto.com
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