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Rio Tinto - Result of AGM

RNS Number : 3027M
Rio Tinto PLC
07 May 2020
 

 

Results of Rio Tinto annual general meetings

7 May 2020

 

The annual general meetings of Rio Tinto plc and Rio Tinto Limited were held on 8 April 2020 and 

7 May 2020 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 20 in table 1 below, contained in the notices of meeting for each of Rio Tinto plc and Rio Tinto Limited, fall into this category.

Resolution 21, in table 2 below, contained in the notices of meeting for both Rio Tinto plc and Rio Tinto Limited, was proposed as a class rights action. This resolution was put to Rio Tinto plc and Rio Tinto Limited shareholders voting as separate electorates. 

Resolutions 22 to 25 of the Rio Tinto plc notice of meeting, in table 3 below, were put to Rio Tinto plc shareholders only and resolutions 22 to 24 of the Rio Tinto Limited notice of meeting, in table 4 below, were put to Rio Tinto Limited shareholders only.

All resolutions were carried, with the exception of the requisitioned resolutions 23 and 24 put to shareholders of Rio Tinto Limited only. Requisitioned resolution 23 was not carried and requisitioned resolution 24 was not valid, as it was conditional on resolution 23 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 www.riotinto.com/invest/shareholder-information/annual-general-meetings.

 

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 2019 Annual report

1,146,379,070

1,136,544,174

99.14

9,834,896

0.86

17,199,120

2.

Approval of the Directors' Remuneration Report: Implementation Report

1,137,495,323

1,062,225,236

93.38

75,270,087

6.62

26,050,466

3.

Approval of the Directors' Remuneration Report

1,145,929,618

1,062,051,718

92.68

83,877,900

7.32

17,616,089

4.

Approval of potential termination benefits

1,145,290,150

1,130,718,137

98.73

14,572,013

1.27

18,263,195

5.

To elect Hinda Gharbi as a director

1,149,642,217

1,148,249,277

99.88

1,392,940

0.12

13,704,509

6.

To elect Jennifer Nason as a director

1,149,865,971

1,148,523,597

99.88

1,342,374

0.12

13,713,500

7.

To elect Ngaire Woods CBE as a director, effective as of 1 September 2020

1,149,867,009

1,148,534,424

99.88

1,332,585

0.12

13,710,269

8.

To re-elect Megan Clark AC as a director

1,149,949,404

1,148,499,990

99.87

1,449,414

0.13

13,629,856

9.

To re-elect David Constable as a director

1,149,908,342

1,147,625,919

99.80

2,282,423

0.20

13,671,298

10.

To re-elect Simon Henry as a director

1,149,939,164

1,144,518,931

99.53

5,420,233

0.47

13,640,078

11.

To re-elect Jean-Sébastien Jacques as a director

1,149,930,469

1,148,305,132

99.86

1,625,337

0.14

13,649,172

12.

To re-elect Sam Laidlaw as a director

1,145,014,165

1,137,743,195

99.36

7,270,970

0.64

18,563,466

13.

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

1,149,882,377

1,147,847,572

99.82

2,034,805

0.18

13,697,112

14.

To re-elect Simon McKeon AO as a director

1,149,867,680

1,147,886,565

99.83

1,981,115

0.17

13,711,961

15.

To re-elect Jakob Stausholm as a director

1,149,895,053

1,147,004,358

99.75

2,890,695

0.25

13,684,405

16.

To re-elect Simon Thompson as a director

1,148,984,773

1,135,328,079

98.81

13,656,694

1.19

14,594,867

17.

Appointment of auditors of Rio Tinto plc and Rio Tinto Limited

1,149,944,429

1,140,805,645

99.21

9,138,784

0.79

13,634,023

18.

Remuneration of auditors

1,149,551,977

1,146,339,559

99.72

3,212,418

0.28

13,774,690

19.

Authority to make political donations

1,145,928,944

1,135,044,018

99.05

10,884,926

0.95

17,623,570

20.

Amendments to Rio Tinto plc's articles of association and Rio Tinto Limited's constitution - general updates and changes

1,145,583,820

961,092,961

83.90

184,490,859

16.10

17,989,034

 

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

 

Resolution 21 was put to Rio Tinto plc and Rio Tinto Limited shareholders voting as separate electorates, and it was carried by both Rio Tinto plc shareholders and Rio Tinto Limited shareholders voting separately:

 

Voting on resolution 21 by Rio Tinto plc shareholders:

 

Resolution

Total Votes Cast

For

Against

Withheld/ Abstained¹




Number

%

Number

%


21.

Amendments to Rio Tinto plc's articles of association and Rio Tinto Limited's constitution - hybrid and contemporaneous general meetings

932,176,823

931,241,170

99.90

935,653

0.10

13,474,177









 

Voting on resolution 21 by Rio Tinto Limited shareholders:

 

Resolution

Total Votes Cast

For

Against

Withheld/ Abstained¹




Number

%

Number

%


21.

Amendments to Rio Tinto plc's articles of association and Rio Tinto Limited's constitution - hybrid and contemporaneous general meetings

217,634,814

217,382,583

99.88

252,231

0.12

293,827









 

Table 3

 

The following resolutions were put to Rio Tinto plc shareholders only and carried at the Rio Tinto plc meeting held on 8 April 2020. Resolution 22 was carried as an ordinary resolution and resolutions 23 to 25 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

%


22.

General authority to allot shares

932,025,745

849,333,521

91.13

82,692,224

8.87

13,619,976

23.

Disapplication of pre-emption rights

931,940,796

930,240,971

99.82

1,699,825

0.18

13,709,030

24.

Authority to purchase Rio Tinto plc shares

932,140,959

733,475,577

78.69

198,665,382

21.31

13,508,632

25.

Notice period for general meetings other than annual general meetings

927,641,883

886,282,789

95.54

41,359,094

4.46

18,009,115

 

Resolution 24 '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 24. 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 4

Resolutions 22 to 24 below were put to Rio Tinto Limited shareholders only. Resolution 22 was carried as a special resolution. Resolution 23, 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

%


22.

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

217,687,790

213,273,545

97.97

4,414,245

2.03

240,392

23.

Requisitioned resolution to amend the Company's constitution

203,847,587

17,915,713

8.79

185,931,874

91.21

14,081,053

 

 

 

 

Resolution 24 was NOT valid as it was conditional on resolution 23 being carried by the required majority. Poll figures are provided below for information purposes only, and do not constitute a voting result.

 

Resolution

Total Votes Cast

For

Against

Withheld/ Abstained




Number

%

Number

%


24.

Requisitioned resolution on emissions targets

211,897,475

78,260,358

36.93

133,637,117

63.07

6,031,166

 

 

 

LEI: 213800YOEO5OQ72G2R82

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

 

This announcement is authorised for release to the market by Rio Tinto's Group Company Secretary.

 

 

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 1-20 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 2019 Annual report



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

931,333,082

214,833,981

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



(i)     was to vote for the resolution

921,167,955

212,948,206

(ii)    was to vote against the resolution

9,674,319

159,984

(iii)   was to abstain on the resolution

14,124,039

3,075,075

(iv)   may vote at the proxy's discretion

490,808

1,725,791

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



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

919,667,205

217,616,707

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



(i)     was to vote for the resolution

872,811,253

187,070,453

(ii)    was to vote against the resolution

46,401,232

28,867,579

(iii)   was to abstain on the resolution

25,790,495

259,369

(iv)   may vote at the proxy's discretion

454,720

1,678,675

3. Approval of the Directors' Remuneration Report



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

928,135,504

217,583,395

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



(i)     was to vote for the resolution

872,772,966

186,908,919

(ii)    was to vote against the resolution

54,908,305

28,968,471

(iii)   was to abstain on the resolution

17,322,598

292,197

(iv)   may vote at the proxy's discretion

454,233

1,706,005

4. Approval of potential termination benefits



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

927,698,128

217,381,579

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



(i)     was to vote for the resolution

914,206,485

214,129,846

(ii)    was to vote against the resolution

13,006,254

1,564,774

(iii)   was to abstain on the resolution

17,734,451

527,174

(iv)   may vote at the proxy's discretion

485,389

1,686,959

5. To elect Hinda Gharbi as a director



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

932,071,895

217,358,911

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



(i)     was to vote for the resolution

931,267,935

215,228,042

(ii)    was to vote against the resolution

314,796

386,913

(iii)   was to abstain on the resolution

13,384,246

319,661

(iv)   may vote at the proxy's discretion

489,164

1,743,956

6. To elect Jennifer Nason as a director



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

932,054,439

217,599,756

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



(i)     was to vote for the resolution

931,258,035

215,509,451

(ii)    was to vote against the resolution

307,892

343,101

(iii)   was to abstain on the resolution

13,403,825

309,438

(iv)   may vote at the proxy's discretion

488,512

1,747,204

7. To elect Ngaire Woods CBE as a director, effective as of 1 September 2020



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

932,064,983

217,590,250

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



(i)     was to vote for the resolution

931,283,094

215,500,481

(ii)    was to vote against the resolution

295,941

345,413

(iii)   was to abstain on the resolution

13,393,451

316,581

(iv)   may vote at the proxy's discretion

485,948

1,744,356

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



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

932,082,730

217,654,892

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



(i)     was to vote for the resolution

930,413,018

215,637,924

(ii)    was to vote against the resolution

1,182,883

265,938

(iii)   was to abstain on the resolution

13,375,704

253,921

(iv)   may vote at the proxy's discretion

486,829

1,751,030

9. To re-elect David Constable as a director



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

932,063,968

217,632,963

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



(i)     was to vote for the resolution

929,787,548

215,400,092

(ii)    was to vote against the resolution

1,791,803

490,027

(iii)   was to abstain on the resolution

13,394,466

276,230

(iv)   may vote at the proxy's discretion

484,617

1,742,844

10. To re-elect Simon Henry as a director



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

932,076,884

217,650,504

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



(i)     was to vote for the resolution

927,152,569

214,905,637

(ii)    was to vote against the resolution

4,429,872

989,768

(iii)   was to abstain on the resolution

13,381,550

258,291

(iv)   may vote at the proxy's discretion

494,443

1,755,099

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



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

932,071,674

217,647,019

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



(i)     was to vote for the resolution

930,283,081

215,581,302

(ii)    was to vote against the resolution

1,302,119

322,625

(iii)   was to abstain on the resolution

13,386,760

262,175

(iv)   may vote at the proxy's discretion

486,474

1,743,092

12. To re-elect Sam Laidlaw as a director



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

927,873,157

216,929,232

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



(i)     was to vote for the resolution

921,051,158

214,254,411

(ii)    was to vote against the resolution

6,333,976

933,901

(iii)   was to abstain on the resolution

17,585,277

977,952

(iv)   may vote at the proxy's discretion

488,023

1,740,920

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



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

932,064,374

217,606,221

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



(i)     was to vote for the resolution

930,538,950

215,537,276

(ii)    was to vote against the resolution

1,035,123

305,357

(iii)   was to abstain on the resolution

13,393,908

302,973

(iv)   may vote at the proxy's discretion

490,301

1,763,588

14. To re-elect Simon McKeon AO as a director



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

932,029,047

217,626,851

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



(i)     was to vote for the resolution

929,969,642

215,469,790

(ii)    was to vote against the resolution

1,565,218

415,304

(iii)   was to abstain on the resolution

13,429,387

282,343

(iv)   may vote at the proxy's discretion

494,187

1,741,757

15. To re-elect Jakob Stausholm as a director



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

932,039,730

217,643,547

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



(i)     was to vote for the resolution

929,507,041

215,048,249

(ii)    was to vote against the resolution

2,041,935

848,167

(iii)   was to abstain on the resolution

13,418,521

265,647

(iv)   may vote at the proxy's discretion

490,754

1,747,131

16. To re-elect Simon Thompson as a director



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

931,129,495

217,643,496

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



(i)     was to vote for the resolution

917,218,342

215,654,631

(ii)    was to vote against the resolution

13,419,385

236,716

(iii)   was to abstain on the resolution

14,328,938

265,698

(iv)   may vote at the proxy's discretion

491,768

1,752,149

17. Appointment of auditors of Rio Tinto plc and Rio Tinto Limited



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

932,241,404

217,491,249

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



(i)     was to vote for the resolution

927,403,212

210,973,107

(ii)    was to vote against the resolution

4,358,050

4,780,113

(iii)   was to abstain on the resolution

13,215,841

417,945

(iv)   may vote at the proxy's discretion

480,142

1,738,029

18. Remuneration of auditors



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

931,900,430

217,440,262

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



(i)     was to vote for the resolution

928,918,673

214,979,914

(ii)    was to vote against the resolution

2,496,420

715,868

(iii)   was to abstain on the resolution

13,538,720

235,242

(iv)   may vote at the proxy's discretion

485,337

1,744,480

19. Authority to make political donations



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

928,071,032

217,645,899

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



(i)     was to vote for the resolution

919,771,728

213,062,784

(ii)    was to vote against the resolution

7,829,260

2,904,445

(iii)   was to abstain on the resolution

17,366,786

256,784

(iv)   may vote at the proxy's discretion

470,044

1,678,670

20. Amendments to Rio Tinto plc's articles of association and Rio Tinto Limited's constitution - general updates and changes



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

927,736,078

217,635,735

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



(i)     was to vote for the resolution

743,953,199

214,679,154

(ii)    was to vote against the resolution

183,289,305

1,200,730

(iii)   was to abstain on the resolution

17,715,819

273,209

(iv)   may vote at the proxy's discretion

493,574

1,755,851

PROXY POSITION FOR MATTERS DECIDED BY RIO TINTO PLC AND RIO TINTO LIMITED VOTING AS SEPARATE ELCTORATES

Rio Tinto plc

Rio Tinto Limited

21. Amendments to Rio Tinto plc's articles of association and Rio Tinto Limited's constitution - hybrid and contemporaneous general meetings



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

931,984,748

217,625,738

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



(i)     was to vote for the resolution

930,559,163

215,621,987

(ii)    was to vote against the resolution

935,292

251,768

(iii)   was to abstain on the resolution

13,473,686

283,456

(iv)   may vote at the proxy's discretion

490,293

1,751,983

 

 

PROXY POSITION FOR RIO TINTO PLC ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 8 APRIL 2020

Rio Tinto plc

22. General authority to allot shares


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

931,833,179

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


(i)     was to vote for the resolution

848,673,510

(ii)    was to vote against the resolution

82,670,773

(iii)   was to abstain on the resolution

13,619,976

(iv)   may vote at the proxy's discretion

488,896

23. Disapplication of pre-emption rights


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

931,748,721

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


(i)     was to vote for the resolution

929,558,647

(ii)    was to vote against the resolution

1,699,464

(iii)   was to abstain on the resolution

13,708,539

(iv)   may vote at the proxy's discretion

490,610

24. Authority to purchase Rio Tinto plc shares


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

931,948,393

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


(i)     was to vote for the resolution

732,801,948

(ii)    was to vote against the resolution

198,665,021

(iii)   was to abstain on the resolution

13,508,632

(iv)   may vote at the proxy's discretion

481,424

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


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

927,449,317

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


(i)     was to vote for the resolution

885,593,508

(ii)    was to vote against the resolution

41,358,733

(iii)   was to abstain on the resolution

18,009,115

(iv)   may vote at the proxy's discretion

497,076

 

 

 

 

 

PROXY POSITION FOR RIO TINTO LIMITED ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 7 MAY 2020

Rio Tinto Limited

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


Total number of proxy votes exercisable by all proxies

validly appointed:

217,668,349

Total number of proxy votes in respect of which the

appointments specified that the proxy:


(i)     was to vote for the resolution

211,522,176

(ii)    was to vote against the resolution

4,413,782

(iii)   was to abstain on the resolution

240,386

(iv)   may vote at the proxy's discretion

1,732,391

23. Requisitioned resolution to amend the Company's constitution


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

203,828,838

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


(i)     was to vote for the resolution

17,915,713

(ii)    was to vote against the resolution

184,294,731

(iii)   was to abstain on the resolution

14,080,355

(iv)   may vote at the proxy's discretion

1,618,394

24. Requisitioned resolution on emissions targets


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

211,878,720

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


(i)     was to vote for the resolution

78,260,352

(ii)    was to vote against the resolution

132,000,897

(iii)   was to abstain on the resolution

6,030,474

(iv)   may vote at the proxy's discretion

1,617,471

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
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Quick facts: Rio Tinto PLC

Price: 5007

Market: LSE
Market Cap: £630.27 m
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