2012 Notice of annual general meeting

Transcription

1 2012 Notice of annual general meeting This document is important and requires your immediate attention. If you have any doubts about the action you should take, contact your stockbroker, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000, immediately. If you have sold or transferred all your shares in Rio Tinto plc, please send this document, together with the accompanying documents, at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. The annual general meeting of Rio Tinto plc will be held at 11.00am on Thursday, 19 April 2012 at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1. If you are unable to attend the annual general meeting, please view the webcast at riotinto.com Rio Tinto plc Registered Office: 2 Eastbourne Terrace London W2 6LG (Registered in England, No: ) View our Annual report alongside our Annual review on our website at riotinto.com/reportingcentre2011

2 Letter from the chairman Dear Shareholder, I am pleased to invite you to Rio Tinto plc s fiftieth annual general meeting, which will be held at 11.00am on Thursday, 19 April 2012 at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London, SW1. This notice of meeting describes the business that will be proposed and sets out the procedures for your participation and voting. Your participation in the annual general meeting is important to Rio Tinto and a valuable opportunity for the board to consider with shareholders the performance of the Group. Please note that only shareholders and proxy holders in attendance at the meeting will be eligible to ask questions of the directors. If you are unable to attend the meeting we will be webcasting the event on the Rio Tinto website. Your directors are unanimously of the opinion that all resolutions to be proposed are in the best interests of shareholders and of Rio Tinto as a whole. Accordingly, they recommend that you vote in favour of all the resolutions. If you are unable to attend the meeting to vote in person, please complete and submit your proxy form following the instructions on page 11. Submitting a proxy form will ensure your vote is recorded but will not prevent you from attending the meeting itself or viewing the webcast. The parallel Rio Tinto Limited meeting will take place on Thursday, 10 May The result of the vote at the Rio Tinto plc meeting on resolutions 1 to 16 will be determined when the relevant polls are closed at the Rio Tinto Limited meeting and the results will be announced to the relevant stock exchanges and posted on our website after that date. The results of resolutions 17 to 22 will be released as soon as possible following the Rio Tinto plc meeting. We look forward to your participation at the annual general meeting and thank you for your continued support. Yours sincerely Jan du Plessis, chairman 16 March Rio Tinto plc 2012 Notice of annual general meeting

3 Notice of annual general meeting Notice is given that the fiftieth annual general meeting of Rio Tinto plc will be held at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London, SW1 at 11.00am on Thursday, 19 April 2012, for the following purposes: Resolution 1 Receipt of the 2011 Annual report To receive the Company s financial statements and the reports of the directors and auditors for the year ended 31 December Resolution 2 Approval of the Remuneration report To approve the Remuneration report for the year ended 31 December 2011 as set out in the 2011 Annual report. Resolution 3 To elect Chris Lynch as a director Resolution 4 To elect John Varley as a director Resolution 5 To re-elect Tom Albanese as a director Resolution 6 To re-elect Robert Brown as a director Resolution 7 To re-elect Vivienne Cox as a director Resolution 8 To re-elect Jan du Plessis as a director Resolution 9 To re-elect Guy Elliott as a director Resolution 10 To re-elect Michael Fitzpatrick as a director Resolution 11 To re-elect Ann Godbehere as a director Resolution 12 To re-elect Richard Goodmanson as a director Resolution 13 To re-elect Lord Kerr as a director Resolution 14 To re-elect Paul Tellier as a director Resolution 15 To re-elect Sam Walsh as a director Resolution 16 Re-appointment and remuneration of auditors To re-appoint PricewaterhouseCoopers LLP as auditors of the Company to hold office until the conclusion of the next annual general meeting at which accounts are laid before the Company and to authorise the Audit committee to determine the auditors remuneration. Resolution 17 Approval of the Rio Tinto Global Employee Share Plan That: (a) the rules of the Rio Tinto Global Employee Share Plan (the GESP), in the form described in the notes to the notice of the annual general meeting, and a copy of which is produced to the annual general meeting (and is for the purpose of identification marked A and initialled by the chairman), be approved, and the directors be authorised to do all things necessary to operate the GESP, including making such modifications as the directors consider appropriate to take account of the requirements of the UK Financial Services Authority, the UK Listing Authority and best practice; and (b) the directors be authorised to establish such further plans for the benefit of employees overseas based on the GESP, subject to such modifications as may be necessary or desirable to take account of overseas securities laws, exchange control and tax legislation, provided that any Ordinary Shares of the Company made available under such further plans are treated as counting against any limits on individual or overall participation in the GESP. Resolution 18 Renewal of the Rio Tinto Share Savings Plan That: (a) the rules of the Rio Tinto Share Savings Plan (the SSP), in the form described in the notes to the notice of the annual general meeting, and a copy of which is produced to the annual general meeting (and is for the purpose of identification marked B and initialled by the chairman), be approved, and the directors be authorised to do all things necessary to operate the SSP, including making such modifications as the directors consider appropriate to maintain HMRC approval and to take account of the requirements of the UK Financial Services Authority, the UK Listing Authority and best practice; and (b) the directors be authorised to establish such further plans for the benefit of employees overseas based on the SSP, subject to such modifications as may be necessary or desirable to take account of overseas securities laws, exchange control and tax legislation, provided that any Ordinary Shares of the Company made available under such further plans are treated as counting against any limits on individual or overall participation in the SSP. Resolution 19 General authority to allot shares That the directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 (the 2006 Act) to exercise all the powers of the Company to allot, or to grant rights to subscribe for or convert any securities into shares: (i) up to an aggregate nominal amount of 46,756,000; (ii) comprising equity securities (as defined in the 2006 Act) up to a further nominal amount of 46,756,000 in connection with an offer by way of a rights issue; such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the 2006 Act and to expire on the later of 19 April 2013 and the date of the 2013 annual general meeting but, in each case, so that the Company may make offers and enter into agreements during this period which would, or might, require Ordinary Shares to be allotted or rights to subscribe for or to convert any security into Ordinary Shares to be granted after the authority ends. For the purposes of this resolution, rights issue means an offer to: (a) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and (b) people who are holders of other equity securities if this is required by the rights of those securities or, if the directors consider it necessary, as permitted by the rights of those securities, to subscribe further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject in both cases to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory. riotinto.com 3

4 Notice of annual general meeting continued Resolution 20 Disapplication of pre-emption rights That, subject to the passing of resolution 19 above, the directors be empowered to allot equity securities (as defined in the 2006 Act) wholly for cash: (i) pursuant to the authority given by paragraph (i) of resolution 19 above or where the allotment constitutes an allotment of Ordinary Shares by virtue of section 560(3) of the 2006 Act in each case: (a) in connection with a pre-emptive offer; and (b) otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of 9,263,000; and (ii) pursuant to the authority given by paragraph (ii) of resolution 19 above in connection with a rights issue, as if Section 561(1) of the 2006 Act did not apply to any such allotment; such authority shall expire on the later of 19 April 2013 and the date of the 2013 annual general meeting, but so that the Company may make offers and enter into agreements during this period which would, or might, require equity securities to be allotted after the power ends and the board may allot equity securities under any such offer or agreement as if the power had not ended. For the purposes of this resolution: (a) rights issue has the same meaning as in resolution 19 above; (b) pre-emptive offer means an offer of equity securities open for acceptance for a period fixed by the directors to (i) holders (other than the Company) on the register on a record date fixed by the directors of Ordinary Shares in proportion to their respective holdings and (ii) other persons so entitled by virtue of the rights attaching to any other equity securities held by them, but subject in both cases to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory; (c) reference to an allotment of equity securities shall include a sale of treasury shares; and (d) the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights. Resolution 21 Authority to purchase Rio Tinto plc shares That: (a) the Company, Rio Tinto Limited and any subsidiaries of Rio Tinto Limited be authorised to purchase Ordinary Shares issued by the Company ( RTP Ordinary Shares ), such purchases to be made in the case of the Company by way of market purchase (as defined in Section 693 of the 2006 Act), provided that this authority shall be limited: (i) so as to expire on the later of 19 April 2013 and the date of the 2013 annual general meeting, unless such authority is renewed prior to that time (except in relation to the purchase of RTP Ordinary Shares, the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry); (iii) so that the maximum price payable for each such RTP ordinary share shall be not more than five per cent above the average of the middle market quotations for RTP Ordinary Shares as derived from the London Stock Exchange Daily Official List during the period of five business days immediately prior to such purchase; and (iv) so that the minimum price payable for each such RTP ordinary share shall be its nominal value; and (b) the Company be authorised for the purpose of Section 694 of the 2006 Act to purchase off-market from Rio Tinto Limited and any of its subsidiaries any RTP Ordinary Shares acquired under the authority set out under (a) above pursuant to one or more contracts between the Company and Rio Tinto Limited on the terms of the form of contract which has been produced to the meeting (and is for the purpose of identification marked C and initialled by the chairman) (each, a Contract) and such Contracts be approved, provided that: (i) such authorisation shall expire on the later of 19 April 2013 and the date of the 2013 annual general meeting; (ii) the maximum total number of RTP Ordinary Shares to be purchased pursuant to Contracts shall be 141,685,000; and (iii) the price of RTP Ordinary Shares purchased pursuant to a Contract shall be an aggregate price equal to the average of the middle market quotations for RTP Ordinary Shares as derived from the London Stock Exchange Daily Official List during the period of five business days immediately prior to such purchase multiplied by the number of RTP Ordinary Shares the subject of the Contract or such lower aggregate price as may be agreed between the Company and Rio Tinto Limited, being not less than one penny. Resolution 22 Notice period for general meetings other than annual general meetings That a general meeting other than an annual general meeting may be called on not less than 14 clear days notice. Note: In accordance with Rio Tinto s Dual Listed Companies Structure, as Joint Decision Matters, Resolutions 1 to 16 (inclusive) will be voted on by Rio Tinto plc and Rio Tinto Limited shareholders as a joint electorate and Resolutions 17 to 22 (inclusive) will be voted on by Rio Tinto plc shareholders only. Resolutions 1 to 19 (inclusive) will be proposed as ordinary resolutions and Resolutions 20 to 22 (inclusive) will be proposed as special resolutions. By order of the board Ben Mathews Company secretary 2 Eastbourne Terrace London W2 6LG 16 March 2012 (ii) so that the number of RTP Ordinary Shares which may be purchased pursuant to this authority shall not exceed 141,685,000; 4 Rio Tinto plc 2012 Notice of annual general meeting

5 Explanatory notes to the resolutions Resolution 1 Receipt of the 2011 Annual report The directors are required by company law to present the 2011 Annual report comprising the 2011 financial statements, the Directors report and the Auditors report on the financial statements to the meeting. These can be viewed on the Rio Tinto website: riotinto.com/reportingcentre2011 Resolution 2 Approval of the Remuneration report The Remuneration report for the year ended 31 December 2011 is set out on the Rio Tinto website and also on pages 86 to118 of the 2011 Annual report. The Report describes the Group s remuneration strategy and policy and the remuneration arrangements in place for each executive director, other members of the Executive committee and the non-executive directors. It meets statutory requirements in Australia and the United Kingdom. The Report also includes a letter from the Remuneration committee chairman providing context for the 2011 remuneration outcomes, together with information to help shareholders understand what the executives were paid in Resolutions 3 15 Election and re-election of directors The board recognises that to achieve its vision of leadership in the mining and metals sector, a robust succession planning process is justified in order to secure the supply of directors with a diverse range of independent perspectives. In accordance with Rio Tinto plc s articles of association, any director appointed since the last annual general meeting holds office only until the next annual general meeting. Chris Lynch and John Varley were appointed as non-executive directors with effect from 1 September 2011 and therefore retire and offer themselves for election. The board has adopted a policy whereby all directors are required to seek re-election by shareholders on an annual basis. Accordingly, with the exception of Andrew Gould who will retire at the conclusion of the 2012 annual general meetings, all other directors will retire and offer themselves for re-election. Non-executive directors will continue to be expected to serve for a minimum of six years and not usually for more than nine years. The board has also adopted a policy on directors independence and it is satisfied that each non-executive director who is standing for election or re-election at the meeting is independent in accordance with this policy. The directors seeking re-election have been subject to a performance evaluation, as described in the corporate governance section of the 2011 Annual report. Based on that evaluation, it is considered that the directors standing for re-election continue to be effective and demonstrate the level of commitment required in connection with their role and the needs of the business. As Chris Lynch and John Varley joined the board during 2011, they were not subject to the same evaluation process. However, their performance since joining the board has been considered and the board is satisfied that they demonstrate the necessary level of commitment to support their election by shareholders. Biographical details in support of each directors election or re-election are provided below. Chris Lynch, Non-executive director, BComm, MBA, age 58 Appointment: Appointed as a director of Rio Tinto with effect from 1 September Skills and experience: Chris is currently chief executive officer of the Australian company, Transurban Group, but has announced his intention to stand down in July His career has included seven years at BHP Billiton, where he was chief financial officer and then executive director and group president Carbon Steel Materials. Prior to this Chris spent 20 years with Alcoa Inc. External appointments (current and recent): Chief executive officer of Transurban Group since 2008, executive director of BHP Billiton Limited and BHP Billiton plc from 2006 to 2007, non-executive director of AMT Management Limited during 2008; non-executive director of Citylink Melbourne Limited during 2008, non-executive director of Sydney Roads Limited during 2008, non-executive director of The Hills Motorway Limited during 2008, director of Minerals Council of Australia from 2006 until 2007, commissioner of the Australian Football League since Chris Lynch has nearly 30 years experience in the mining and metals industry and he is also a leading figure in the Australian business community. His appointment reflects the significance of Australia to Rio Tinto s global operations. The Group stands to gain from his considerable international experience gained from other global businesses. The board recommends Chris Lynch s election. John Varley, Non-executive director, BA, MA (Oxon), MA, age 55 Appointment: Appointed as a director of Rio Tinto with effect from 1 September 2011 and as chairman of the Remuneration committee with effect from 18 October He will succeed Andrew Gould as senior independent non-executive director upon Andrew Gould s retirement from the Board at the conclusion of the Rio Tinto Limited annual general meeting on 10 May Skills and experience: John was chief executive of Barclays PLC from 2004 until During a 28 year career with the bank he held a variety of positions, including chairman of the asset management division, group finance director and deputy chief executive. John joined Barclays executive committee in 1996 and was appointed a director of Barclays PLC in External appointments (current and recent): Senior adviser to Barclays PLC from January to October 2011 and chief executive from 2004 until 2010, non executive director of BlackRock, Inc. since 2009, non-executive director of AstraZeneca plc since 2006, member of the International Advisory Panel of the Monetary Authority of Singapore since 2006, chairman of Marie Curie Cancer Care since 2011, honorary president of the UK Drug Policy Commission since 2007, chairman of Business Action on Homelessness since 2006, president of the Employer s Forum on Disability since The board considers that John Varley is a high-calibre addition to the board. His broad-ranging skills and experience in banking and financial markets, his reputation and business judgement enhance the board s existing strengths. The board therefore recommends John Varley s election. Tom Albanese, Chief executive, BS (Mineral Economics), MS (Mining Engineering), age 54 Appointment: Director of Rio Tinto since He was appointed chief executive in Skills and experience: Tom joined Rio Tinto in 1993 on Rio Tinto s acquisition of Nerco and held a series of management positions before being appointed chief executive of the Industrial Minerals group in 2000, after which he became chief executive of the Copper group and head of Exploration in External appointments (current and recent): Director of Ivanhoe Mines Limited from 2006 to 2007, director of Palabora Mining Company from 2004 to 2006, member of the executive committee of the International Copper Association from 2004 to 2006, member of the board of visitors, Duke University, Fuqua School of Business from Based on a positive evaluation of Tom s performance during 2011, the board has concluded that he continues to provide strong and effective leadership to the Rio Tinto Group and its employees, within an riotinto.com 5

6 Explanatory notes to the resolutions continued increasingly complex global, economic, geopolitical and regulatory environment. Tom is therefore recommended for re-election. Robert Brown, Non-executive director, BSc, age 67 Appointment: Director of Rio Tinto since Skills and experience: Bob is chairman of Aimia (Groupe Aeroplan Inc) and serves on the board of Bell Canada Enterprises (BCE Inc), the holding company for Bell Canada. He was previously president and chief executive officer of CAE Inc, a world leader in flight simulation and training. Before that he spent 16 years at Bombardier Inc where he was first head of the Aerospace Group and then president and chief executive officer. He has also served as chairman of Air Canada and of the Aerospace Industries Association of Canada. Bob was inducted to the Order of Canada as well as l Ordre National du Québec. He has been awarded honorary doctorates from five Canadian universities. External appointments (current and recent): Non-executive director of Aimia (Groupe Aeroplan Inc) since 2005 and chairman since 2008, non-executive director of Bell Canada Enterprises (BCE Inc) since 2009, president and chief executive officer of CAE Inc from 2004 until 2009, non-executive director of Nortel Corporation from 2000 to 2006, Ace Aviation Holdings Inc from 2004 to 2009 and Fier CPVC Montreal L.P. from 2006 to Based on a positive evaluation of his performance in 2011 and due to his considerable experience in large, high profile Canadian companies, Bob continues to provide an important perspective to the board and its committees. Bob is recommended for re-election. Vivienne Cox, Non-executive director, MA (Oxon), MBA (INSEAD), age 52 Appointment: Director of Rio Tinto since Skills and experience: Vivienne is the former Executive Vice President of Gas, Power and Renewables and former Chief Executive of BP Alternative Energy. During her career at BP she served in a variety of posts ranging from supply and trading, to commercial, finance and exploration and renewable energy. Vivienne holds degrees in chemistry from Oxford University and in business administration from INSEAD. External appointments (current and recent): Non-executive director of BG Group plc since 8 February 2012, non-executive director of Pearson plc since 1 January 2012, non-executive director of the Department for International Development since 2010, non-executive director of The Climate Change Organisation since 2010, non-executive director of Climate Change Capital Limited since 2008 and non-executive chairman since 2009, member of the supervisory board of Vallourec since 2010, member of the offshore advisory committee of Mainstream Renewable Power since 2010, member of the board of INSEAD since 2009, executive vice president for BP plc between 2004 and Vivienne makes a major contribution to the board based upon her wide ranging business experience. Based on a positive evaluation of her performance in 2011, Vivienne is recommended for re-election. Jan du Plessis, Chairman, B.Com, LLB, CA(SA), age 58 Appointment: Director of Rio Tinto since He was appointed chairman in Skills and experience: Jan worked in various management positions in the South African Rembrandt Group from 1981, and in 1988 became Group finance director of Compagnie Financière Richemont, the Swiss luxury goods group. In 2004, Jan became chairman of British American Tobacco plc. External appointments (current and recent): Non-executive director of Marks and Spencer Group plc since 2008 and senior independent non-executive director from 1 March 2012, non-executive director of British American Tobacco plc from 1999 until 2009 and chairman of the board from 2004 until 2009, non-executive director and chairman of the audit committee of Lloyds Banking Group plc from 2005 and 2008 respectively, until 2009, chairman of RHM plc from 2005 until Based on a positive evaluation of his performance in 2011, led by the senior independent director, the directors have concluded that Jan continues to demand the highest standards of corporate governance and, in doing so, he provides strong and effective leadership to the board, its decision-making processes and the Rio Tinto Group as a whole. He is therefore recommended for re-election. Guy Elliott, Chief financial officer, MA (Oxon), MBA (INSEAD), age 56 Appointment: Director and chief financial officer of Rio Tinto since Skills and experience: Guy joined the Group in 1980 after gaining an MBA, having previously been in investment banking. He subsequently held a variety of commercial and management positions, including head of Business Evaluation and president of Rio Tinto Brasil. External appointments (current and recent): Non-executive director of Royal Dutch Shell plc since 2010 and chairman of its audit committee since May 2011, non-executive director and senior independent director of Cadbury plc from 2007 and 2008 respectively until In the view of the board, Guy continues to provide strong and effective leadership to the Group, notably in the area, of strategy, investor relations, marketing and corporate finance. Therefore, Guy is recommended for re-election. Michael Fitzpatrick, Non-executive director, B Eng, BA (Oxon), age 59 Appointment: Director of Rio Tinto since Skills and experience: Mike is chairman of Treasury Group Limited, an incubator of fund management companies. He is also chairman of the Australian Football League, having previously played the game professionally, and a former chairman of the Australian Sports Commission. He founded Hastings Funds Management Ltd in 1994 following a career in investment banking in Australia and New York. External appointments (current and recent): Chairman of the Infrastructure Capital Group Limited since 2009, chairman of the Treasury Group Limited since 2005, director of the Walter & Eliza Hall Institute of Medical Research since 2001, chairman of the Victorian Funds Management Corporation from 2006 to Mike received a positive performance evaluation in Drawing on his extensive experience in the financial services industry he continues to provide an important contribution to the board and its committees. Mike is therefore recommended for re-election. Ann Godbehere, Non-executive director, FCGA, age 56 Appointment: Director of Rio Tinto since 2010 and chairman of the Audit committee. Skills and experience: Ann has more than 25 years experience in the financial services industry. She spent ten years at Swiss Re, latterly as chief financial officer from 2003 until 2007 and from 2008 until 2009 she was interim chief financial officer and executive director of Northern Rock post nationalisation. Ann is a qualified accountant. External appointments (current and recent): Non-executive director of British American Tobacco plc since October 2011, non-executive director of UBS AG since 2009, non-executive director of Atrium Underwriting Group Limited and Ariel Group Limited since 2007, non-executive director of Prudential plc since 2007 and chairman of its audit committee since 2009, chief financial officer and executive director of Northern Rock from 2008 to Ann makes a substantial contribution to the board and its Audit committee, notably in the areas of financial control and the governance and effectiveness of the Group s risk management processes. Based on a positive evaluation of her performance in 2011, Ann is recommended for re-election. 6 Rio Tinto plc 2012 Notice of annual general meeting

7 Richard Goodmanson, Non-executive director, MBA, BEc and BCom, B Eng (Civil), age 64 Appointment: Director of Rio Tinto since 2004 and chairman of the Sustainability committee. Skills and experience: Richard was executive vice president and chief operating officer of DuPont until He was responsible for a number of the global functions, and for the non-us operations of DuPont, with particular focus on growth in emerging markets. During his career he has worked at senior levels for McKinsey & Co, PepsiCo and America West Airlines, where he was president and chief executive officer. External appointments (current and recent): Non-executive director of Qantas Airways Limited since 2008, economic adviser to the governor of Guangdong Province, China from 2003 to 2009, executive vice president and chief operating officer of DuPont from 1999 until 2009, director of the United Way of Delaware between 2002 and 2009 (chairman between 2006 and 2007). Richard s experience enables him to draw upon a wide range of skills in providing constructive input to the board. Richard has shown great leadership in his position as chairman of the Sustainability committee and in overseeing the implementation of the Group s sustainability strategy throughout the business. Based on a positive performance evaluation he is therefore recommended for re-election. Lord Kerr, Non-executive director, GCMG, MA, (Oxon), age 70 Appointment: Director of Rio Tinto since Skills and experience: Lord Kerr was in the UK Diplomatic Service for 36 years and headed it from 1997 to 2002 as permanent under secretary at the Foreign Office. He previously served in HM Treasury, and in the Soviet Union and Pakistan, and was ambassador to the European Union (1990 to 1995), and the US (1995 to 1997). He has been an Independent member of the House of Lords since External appointments (current and recent): Advisory board member, Edinburgh Partners Limited with effect from 1 January 2012, Director of Scottish Power Limited since 2009, deputy chairman of Royal Dutch Shell plc since 2005, director of The Scottish American Investment Trust plc since 2002, advisory board member, BAE Systems plc from 2008 to 2011, chairman of the Centre for European Reform (London) since 2008, vice president of the European Policy Centre (Brussels) since 2007, chairman of the Court and Council of Imperial College London from 2005 to 2011, trustee of the Carnegie Trust for the Universities of Scotland since 2005, Fulbright Commissioner from 2004 to 2009, director of The Shell Transport and Trading Company plc from 2002 to 2005, advisory board member of Scottish Power (Iberdrola) from 2007 to 2009, trustee of the National Gallery from 2002 to 2010, trustee of the Rhodes Trust from 1997 to Lord Kerr received a positive evaluation of his performance in His considerable experience in the UK Diplomatic Service and his position on the boards of other major companies, which have operations in many of the same jurisdictions as Rio Tinto, enable Lord Kerr to make a significant contribution to the board and its committees. He is therefore recommended for re-election. Paul Tellier, Non-executive director LL.L, B.Litt (Oxon), LL.D, C.C. age 72 Appointment: Director of Rio Tinto since Skills and experience: Paul was clerk of the Privy Council Office and secretary to the Cabinet of the Government of Canada from 1985 to 1992 and was president and chief executive officer of the Canadian National Railway Company from 1992 to Until 2004, he was president and chief executive officer of Bombardier Inc. External appointments (current and recent): Chairman of Global Container Terminals since 2007, director of McCain Foods since 1996, trustee of the International Accounting Standards Foundation since 2007, co-chair of the Prime Minister of Canada s Advisory Committee on the Renewal of the Public Service since 2006, strategic adviser to Société Générale (Canada) since 2005, member of the advisory board of General Motors of Canada since 2005, director of Bell Canada from 1996 to 2010, director of BCE Inc from 1999 to 2010, non-executive director of Alcan Inc. from 1998 to 2007 and director of Bombardier Inc, from 1997 to Paul received a positive evaluation of his performance in He has many years broad based experience gained with the Canadian Government and also in industry as a director of large publicly-listed companies. Therefore, he is able to make a substantial contribution to the board and its committees. Paul is recommended for re-election. Sam Walsh, AO Executive director, B Com (Melbourne), age 62 Appointment: Director of Rio Tinto and chief executive, Iron Ore and Australia since Skills and experience: Sam joined Rio Tinto in 1991, following 20 years in the automotive industry at General Motors and Nissan Australia. He has held a number of management positions within the Group, including from 2001 to 2004 as chief executive of the Aluminium group and since 2004 as chief executive of the Iron Ore group. Sam is also a Fellow of the Australian Institute of Management, the Australasian Institute of Mining and Metallurgy, the Chartered Institute of Purchasing and Supply Management and the Australian Institute of Company Directors. External appointments (current and recent): Director of Seven West Media Limited since Sam s considerable experience within the mining sector and Rio Tinto s key markets enable him to make a substantial contribution to the board. Based on a positive evaluation of his performance in 2011 and in particular leading the successful growth of the Group s Iron Ore business in complex operating and regulatory environments, Sam is recommended for re-election. Resolution 16 Re-appointment and remuneration of auditors The Company is required at each general meeting at which financial statements are laid to appoint auditors who will remain in office until the next general meeting at which financial statements are laid. PricewaterhouseCoopers LLP have expressed their willingness to continue in office for a further year. In accordance with company law and corporate governance practice, shareholders are also asked to authorise the Audit committee to determine the auditors remuneration. Resolution 17 Approval of the Rio Tinto Global Employee Share Plan As a result of a review of global all employee share plan provision, the directors recommend the introduction of a new all employee share purchase plan. The intention of this new plan is to promote share ownership and to drive employee engagement over the long term. All eligible employees will be invited to participate on equal terms. The plan will have a single, global framework, with local modifications made as necessary for regulatory, legal, security or taxation reasons. It is intended that Rio Tinto Limited will operate a similar version of the plan. A summary of the plan is set out below. Introduction Under the Rio Tinto Global Employee Share Plan (the Plan ), three types of shares may be acquired by employees free, investment and matching shares. The directors in overseeing the Plan have power to decide which, if any, type of shares should be offered. It is currently intended that investment and matching shares will be offered under the Plan. riotinto.com 7

8 Explanatory notes to the resolutions continued Eligibility All employees of Group companies designated by the Directors as participating companies are eligible to join the Plan. The Directors may set such other eligibility criteria as they determine. All eligible employees will be invited to participate. Investment shares The Plan provides the opportunity for participants to purchase shares out of a salary up to a maximum contribution limit agreed by the Directors, currently expected to be US$5,000 per year. Participants can stop saving at any stage. The participants contributions may be used to acquire investment shares on a monthly basis or they may be accumulated for a period of up to 12 months before being used to acquire investment shares. Investment shares will be acquired at market value at the time of acquisition. Investment shares can be withdrawn from the Plan by participants at any time, but this may result in the forfeiture of any related matching shares (see below). If the participant leaves employment the investment shares will be removed from the Plan. Matching shares The Plan provides that, where participants acquire investment shares, they may be awarded additional shares by the Company on a matching basis, up to a maximum of two matching shares for each investment share. However, the rules provide the Directors with discretion to increase this matching basis. It is intended that one matching share will be offered for each investment share acquired. An award of matching shares may take the form of a conditional right to shares or as an award of forfeitable shares. Matching shares must be held in Plan for a holding period expected to be three years. If the participant withdraws their related investment shares during this period, the matching shares will be forfeited. An award of matching shares may be made on terms that it is forfeited if the participant leaves employment with the Group during the holding period. However, if a participant leaves employment during the holding period due to ill-health, injury, disability, retirement, the employing company or business being sold, redundancy, death or any other reason decided by the directors, the matching shares will be released to the participant. Free shares The Plan provides for the award of free shares up to a maximum set by the directors. In the event that free shares are offered in the future, it is intended that any maximum for any year will be no more than 200 per cent of the maximum contribution limit stated earlier. An award of free shares may take the form of a conditional right to shares or as an award of forfeitable shares. An award of free shares may be made on terms that it is forfeited if the participant leaves employment with the Group during a holding period which is expected to be three years. If a participant leaves the Group during the holding period due to ill-health, injury, disability, retirement, the employing company or business being sold, redundancy, death or any other reason decided by the directors, then the free shares will not be forfeited. Dividends and voting rights The Plan provides that any dividends paid on the free, investment or matching shares may be re-invested in the purchase of additional shares. Alternatively, dividends will be paid in cash. Where free and matching shares take the form of conditional awards, dividend equivalents may be paid to the participant (in cash or shares) at the end of holding period. Participants may be offered the opportunity to direct the Plan trustees how to exercise the voting rights attached to any shares held on their behalf. Takeovers and corporate events Participants will be offered the opportunity to direct the Plan trustees on how to exercise the rights attached to their shares in relation to any corporate event. The trustees will not exercise these rights unless they receive the participant s instruction. Where free and matching shares are awarded in the form of conditional awards, the awards will vest on a takeover and may vest or be adjusted, as appropriate, in the event of a corporate event such as a variation of the Company s share capital. Dilution limits Commitments to issue new shares may not, on any day, exceed ten per cent of the issued ordinary share capital of the Company in issue immediately before that day when added to the total number of Ordinary Shares which have been allocated in the previous ten years under the Plan and any other employee share plan operated by the Company. This limit does not include rights to shares which have lapsed or been surrendered. The limit includes any shares transferred out of treasury. Amendment provisions Although the Directors have the power to amend the Plan in any way, the provisions relating to: eligibility; the limits on the number of shares which may be allocated or awarded under the Plan; individual s contribution limits; the basis for determining a participant s entitlement to shares or cash under the Plan; any rights relating to the shares or the adjustment of awards in the event of a variation of capital; and the amendment rule cannot be altered to the advantage of participants without prior approval of shareholders (except for minor amendments to benefit the administration of the Plan or to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants in the Plan or for the Company or any other members of the Rio Tinto Group). The directors may also, establish further plans based on the Plan, but modified to accommodate overseas regulation or legislation. Shares made available under such further plans will be treated as counting against any limits in relation to participation in the Plan. General Benefits under the Plan are not pensionable. Resolution 18 Renewal of the Rio Tinto Share Savings Plan The Share Savings Plan (the SSP ) is an HMRC-approved all employee savings-related share option plan currently offered to all eligible employees. The Company also operates an international version of the SSP which substantially mirrors the HMRC-approved SSP. These versions of the plan have been operated since Shareholders approved the adoption of the SSP in 2002 and, in accordance with the rules, the SSP will terminate on the tenth anniversary of adoption. The purpose of this resolution is to seek approval for the renewal of the SSP. With the introduction of the new Rio Tinto Global Employee Share Plan, it is not intended that the SSP will operate in the foreseeable future. However, the Directors may choose to offer the SSP as an alternative to the new Rio Tinto Global Employee Share Plan in the event that it cannot be offered in a particular jurisdiction or at a particular site. A summary of the SSP rules is set out below. Introduction The SSP is an all employee plan under which employees may be invited to apply for options to acquire shares in the Company. The number of shares over which the options are granted is determined by the amount which the employee commits to save under a savings contract. The SSP is approved by HMRC. 8 Rio Tinto plc 2012 Notice of annual general meeting

9 Eligibility All employees of Group companies designated by the directors as participating companies are eligible to join the SSP, provided they have been employed for a qualifying period (which will normally not exceed six months). Other employees may be invited to participate on a discretionary basis. Grant and exercise of options The option price must not be less than 80 per cent of the market value of a share calculated as either the price on the business day before the date of invitation or the date specified in the invitation or the average price over the three previous business days. The savings contract may run over a period of three or five years and must not permit savings of more than 250 per month. Options are normally exercisable during the six months after the end of the savings contract. Leaving employment Options will normally lapse when the participant ceases to be employed by the Group. However, if employment ends due to ill-health, injury, disability, retirement, redundancy, death or a sale of the employing company or business, options immediately become exercisable to the extent of the related savings. Options will remain exercisable for six months (or 12 months in the case of death) and then lapse. Takeovers In the event of a takeover of the Company, options become exercisable to the extent of the related savings. Options will remain exercisable for six months from the date of the event and then lapse. Alternatively, options may be exchanged for options over shares in the acquiring company. Dilution limits In any ten year period, not more than ten per cent of the issued ordinary share capital of the Company may be issued or issuable under the SSP and all other employees share plans operated by the Company. This limit does not include options which have lapsed or been surrendered. The limit includes any shares transferred out of treasury. Variation in share capital Options may be adjusted following any variation in the share capital of the Company. Amendment provisions Although the directors have the power to amend the SSP in any way, the provisions relating to: the participants; the limit on the number of shares which may be issued; the individual limit; the basis for determining a participant s entitlement to shares or cash or the adjustments of awards in the event of a variation of capital; and the amendment rule cannot be altered to the advantage of participants without prior approval of shareholders (except for minor amendments to benefit the administration of the SSP, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants in the SSP or for the Company or any other members of its group). The directors may establish further plans based on the SSP, but modified to take account of overseas regulation or legislation. General Options under the SSP are not pensionable. Resolution 19 General authority to allot shares This resolution asks shareholders to renew the directors authority to allot new shares. The authority, if approved, will expire on the later of 19 April 2013 and the date of the 2013 annual general meeting. The authority will allow the directors generally to allot new shares, and grant rights to subscribe for, or convert other securities into shares up to a nominal value of 46,756,000; which is, in accordance with good corporate governance practice, equivalent to approximately 33 per cent of the total issued ordinary share capital of the Company, exclusive of treasury shares, as at 2 March In addition, the authority will allow the directors to allot new shares, and grant rights to subscribe for, or convert other securities into shares up to a further nominal value of 46,756,000 only in connection with a rights issue, which is, again in accordance with good corporate governance practice, equivalent to approximately 33 per cent of the total issued ordinary share capital of the Company, exclusive of treasury shares, as at 2 March At 2 March 2012, Rio Tinto plc held 14,741,877 treasury shares, which represents 1.04 per cent of the total number of Rio Tinto plc Ordinary Shares in issue, excluding treasury shares, at that date. There are no present plans to undertake a rights issue or allot new shares other than in connection with employee share and incentive plans. The directors consider it desirable, however, to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place to finance business opportunities as they arise. Resolution 20 Disapplication of pre-emption rights If the directors wish to allot new shares (and other equity securities), or sell treasury shares, for cash, the 2006 Act requires that these shares are offered first to shareholders in proportion to their existing holdings. These rights are known as pre-emption rights. There may be occasions, however, when, in order to act in the best interests of the Company, the directors need the flexibility to finance business opportunities as they arise or to conduct a rights issue or other pre-emptive offer without needing to comply with the strict requirements of the statutory pre-emption provisions. Paragraph (i) of this resolution asks shareholders to authorise the directors to allot new shares pursuant to the authority given by paragraph (i) of resolution 19, or sell treasury shares, for cash: (a) in connection with a rights issue or other pre-emptive offer; or (b) otherwise up to a nominal value of 9,263,000, equivalent to five per cent of the combined issued ordinary share capital of the Company and Rio Tinto Limited as at 2 March 2012, exclusive of shares held in treasury by the Company, in each case without the shares first being offered to existing shareholders in proportion to their existing holdings. Paragraph (ii) of this resolution asks shareholders to authorise the directors to allot new shares pursuant to the authority given by paragraph (ii) of resolution 19, or sell treasury shares, for cash in connection with a rights issue without the shares first being offered to existing shareholders in proportion to their existing holdings. This is in line with corporate governance guidelines. The Group intends to follow the UK Pre-emption group s guidelines regarding the rolling three-year cumulative use of the authority sought under paragraph (i) (b) of the combined issued Ordinary Share capital of the Company and Rio Tinto Limited as at 2 March 2012, in that the cumulative use of the authority will not exceed 7.5 per cent without a prior consultation with shareholders. Resolution 21 Authority to purchase Rio Tinto plc shares Consistent with its practice in prior years, the board is seeking authority to buy back shares in the Group. The overall purpose of the buyback resolution is to provide the Group with flexibility in the conduct of its capital management initiatives, whether through on or off-market share buybacks in either the Company or Rio Tinto Limited. These approvals were most recently renewed at last year s annual general meetings and expire on the date of the 2012 annual general riotinto.com 9