Results of Rio Tinto general meetings
Source: RNS
25 October 2022
Results of Rio Tinto general meetings relating to the proposed joint venture with China Baowu Steel Group Co., Ltd
The general meetings of Rio Tinto plc and Rio Tinto Limited relating to the proposed joint venture with China Baowu Steel Group Co., Ltd were held on 25 October 2022 as contemporaneous meetings in London and Perth respectively.
Under Rio Tinto's dual listed companies structure (DLC) established in 1995, decisions on significant matters affecting shareholders of Rio Tinto plc and Rio Tinto Limited in similar ways are put to both Rio Tinto plc and Rio Tinto Limited shareholders on a poll by way of a joint electoral procedure. Resolutions 1 and 2 contained in the notices of meeting of each of Rio Tinto plc and Rio Tinto Limited fall into this category.
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/gm2022.
Resolutions 1 and 2 as set out below were each duly carried as ordinary resolutions. The results of the polls were as follows:
|
Resolution |
Total Votes Cast |
For |
Against |
Withheld/ Abstained ¹ |
|||
|
|
|
|
Number |
% |
Number |
% |
|
|
1. |
a) For the purposes of ASX Listing Rule 10.1 and all other purposes, to approve the Transaction, and the entry into and performance of the Transaction Documents; and b) to authorise the Directors (or any duly constituted committee thereof) to do all necessary, expedient or desirable things to implement, complete or to procure the implementation or completion of the Transaction and any matters incidental to the Transaction with such non-material modifications, variations, revisions, waivers or amendments as they may deem necessary, expedient or desirable. |
1,129,949,198 |
1,127,123,620 |
99.75 |
2,825,578 |
0.25 |
2,463,339 |
|
2. |
Subject to, and conditional upon passing of Resolution 1, and for the purpose of ASX Listing Rule 10.1 only, to approve any acquisition or disposal of a substantial asset from or to China Baowu Steel Group Co., Ltd or its associates pursuant to a Future Transaction.2 |
1,129,881,043 |
1,126,750,638 |
99.72 |
3,130,405 |
0.28 |
2,531,494 |
|
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. "Withheld" votes and "abstained" votes do not have the same meaning as votes that are required to be "disregarded" under ASX Listing Rule 10. 2 Resolution 2 was conditional upon Resolution 1 being passed. |
|||||||
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.
Rio Tinto is aware that a number of votes cast in favour of each of the resolutions put to the shareholders of Rio Tinto plc and Rio Tinto Limited have been cast by entities which may be considered under Australian Securities Exchange (ASX) Listing Rule 10.1 to be associates of China Baowu Steel Group Co., Ltd (Associates' Votes). The Associates' Votes include votes cast by Shining Prospect Pte. Ltd (a subsidiary of the Aluminum Corporation of China (Chinalco)) which holds 14.61% of the voting rights in Rio Tinto plc, giving it voting power of 11.26% in the Rio Tinto Group on Joint Decision Matters.
If the Associates' Votes cast in favour of Resolutions 1 and 2 were treated as if they had not been cast, as required under ASX Listing Rule 10, Resolutions 1 and 2 would nevertheless have passed with the requisite majority.
The proposed joint venture with China Baowu Steel Group remains subject to a number of other conditions precedent being satisfied. Subject to satisfaction of those conditions, the transaction is expected to be finalised in late 2022 and, following receipt of all necessary approvals, construction is expected to commence in 2023.
|
Contacts |
Please direct all enquiries to media.enquiries@riotinto.com |
|
Media Relations, UK Matthew Klar M+ 44 7796 630 637
David Outhwaite M +44 7787 597 493
Media Relations, Americas Simon Letendre Investor Relations, UK Menno Sanderse M: +44 7825 195 178
David Ovington M +44 7920 010 978
Clare Peever M +44 7788 967 877
|
Media Relations, Australia Matt Chambers M +61 433 525 739
Jesse Riseborough M +61 436 653 412
Investor Relations, Australia Tom Gallop M +61 472 865 948 |
|
Rio Tinto plc 6 St James's Square T +44 20 7781 2000 No. 719885 |
Rio Tinto Limited Level 43, 120 Collins Street Melbourne 3000 Australia
T +61 3 9283 3333 Registered in Australia ABN 96 004 458 404 |
This announcement is authorised for release to the market by Steve Allen, Rio Tinto's Group Company Secretary.
riotinto.com
Appendix 1
FINAL PROXY POSITION
Shareholders are encouraged to look at the voting figures provided in the main part of this announcement, as proxy figures may not be an accurate indication of the voting at the general meetings; a proxy is an authority or direction to the proxy holder to vote and not a vote itself. As such, the proxy figures do not reflect the votes cast by shareholders who attend the meeting in person, or through an attorney or corporate representative.
References in this appendix in respect of Resolutions 1 and 2 to an appointment specifying that a proxy abstain on a resolution should, when referring to voting at Rio Tinto plc's 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 [1] |
Rio Tinto plc |
Rio Tinto Limited |
|
|
1 |
a) For the purposes of ASX Listing Rule 10.1 and all other purposes, to approve the Transaction, and the entry into and performance of the Transaction Documents; and b) to authorise the Directors (or any duly constituted committee thereof) to do all necessary, expedient or desirable things to implement, complete or to procure the implementation or completion of the Transaction and any matters incidental to the Transaction with such non-material modifications, variations, revisions, waivers or amendments as they may deem necessary, expedient or desirable. |
|
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
924,040,464 |
205,888,977 |
|
|
Total number of proxy votes in respect of which the appointments specified that the proxy: |
|
|
|
|
(i) was to vote for the resolution |
921,860,628 |
203,276,416 |
|
|
(ii) was to vote against the resolution |
1,982,001 |
843,607 |
|
|
(iii) was to abstain on the resolution |
1,925,954 |
537,385 |
|
|
(iv) may vote at the proxy's discretion |
197,835 |
1,768,954 |
|
|
2 |
Subject to, and conditional upon passing of Resolution 1, and for the purpose of ASX Listing Rule 10.1 only, to approve any acquisition or disposal of a substantial asset from or to China Baowu Steel Group Co., Ltd or its associates pursuant to a Future Transaction. |
|
|
|
Total number of proxy votes exercisable by all proxies validly appointed: |
923,982,917 |
205,878,369 |
|
|
Total number of proxy votes in respect of which the appointments specified that the proxy: |
|
|
|
|
(i) was to vote for the resolution |
921,662,334 |
203,097,525 |
|
|
(ii) was to vote against the resolution |
2,120,551 |
1,009,884 |
|
|
(iii) was to abstain on the resolution |
1,983,501 |
547,993 |
|
|
(iv) may vote at the proxy's discretion |
200,032 |
1,770,960 |
|
[1] The total number of proxy votes may include Associates' Votes. Refer to the main part of this announcement for further details.
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