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TIDMRIO
RNS Number : 0882D
Rio Tinto PLC
10 May 2012
AGM 2012 POLL RESULTS FOR RIO TINTO PLC & RIO TINTO LIMITED -
10 May 2012
The annual general meetings of Rio Tinto plc and Rio Tinto Limited were held on 19 April 2012 and 10 May 2012 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 contained in the notice of meeting for both Rio Tinto plc and Rio Tinto Limited fall into this category. Resolutions 17 to 22 of the Rio Tinto plc notice of meeting were put to Rio Tinto plc shareholders only and Resolution 17 of the Rio Tinto Limited notice of meeting was put to Rio Tinto Limited shareholders only.
All resolutions were carried by a poll and the results of the Rio Tinto plc polls were certified by the scrutineer, Computershare Investor Services PLC. The results are set out below:
-- The poll results for Rio Tinto plc and Rio Tinto Limited. Appendix 1.
-- The proxy position for each Company. Appendix 2.
-- Information required in respect of Rio Tinto plc by the Companies Act 2006 (as amended by The Companies (Shareholders' Rights) Regulations 2009). Appendix 3.
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.
APPENDIX 1. POLL RESULTS FOR RIO TINTO PLC AND RIO TINTO LIMITED
The following resolutions, which were put to both 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 results of the joint polls were as follows:
For Against Withheld* Result
Receipt of the
1 2011 Annual report 1,214,502,521 6,176,360 9,877,808 CARRIED
Approval of the
2 Remuneration report 1,145,753,353 64,761,031 19,698,032 CARRIED
To elect Chris
3 Lynch as a director 1,228,244,200 947,657 1,174,426 CARRIED
To elect John Varley
4 as a director 1,227,696,807 1,285,927 1,387,263 CARRIED
To re-elect Tom
5 Albanese as a director 1,222,971,929 6,697,891 883,994 CARRIED
To re-elect Robert
6 Brown as a director 1,227,414,681 1,981,902 1,154,836 CARRIED
To re-elect Vivienne
7 Cox as a director 1,227,977,691 1,420,038 1,156,786 CARRIED
To re-elect Jan
du Plessis as a
8 director 1,221,401,660 7,640,261 1,506,082 CARRIED
To re-elect Guy
9 Elliott as a director 1,221,916,265 7,536,882 1,102,743 CARRIED
To re-elect Michael
Fitzpatrick as
10 a director 1,222,433,658 6,553,884 1,566,532 CARRIED
To re-elect Ann
Godbehere as a
11 director 1,224,941,467 4,526,026 1,089,624 CARRIED
To re-elect Richard
Goodmanson as a
12 director 1,224,762,011 4,249,506 1,542,518 CARRIED
To re-elect Lord
13 Kerr as a director 1,224,236,078 5,140,796 1,173,430 CARRIED
To re-elect Paul
14 Tellier as a director 1,227,347,824 1,568,702 1,635,509 CARRIED
To re-elect Sam
15 Walsh as a director 1,222,772,104 6,691,740 1,087,379 CARRIED
Re-appointment
and remuneration
of auditors of
16 Rio Tinto plc 1,209,203,607 4,908,587 16,434,612 CARRIED
The following resolutions were put to Rio Tinto plc shareholders only and carried at the Rio Tinto plc meeting held on 19 April 2012, resolutions 17 to 19 as ordinary resolutions and resolutions 20 to 22 as special resolutions. The results of the polls were as follows:
For Against Withheld* Result
Approval of the
Rio Tinto Global
Employee Share
17 Plan 999,556,673 3,012,569 1,076,061 CARRIED
Renewal of the
Rio Tinto Share
18 Savings Plan 992,064,234 10,518,440 1,066,430 CARRIED
General authority
19 to allot shares 945,364,855 47,591,771 10,696,657 CARRIED
Disapplication
of pre-emption
20 rights 988,774,190 11,300,268 3,556,173 CARRIED
Authority to purchase
Rio Tinto plc
21 shares 999,521,140 3,628,007 498,591 CARRIED
Notice period
for general meetings
other than annual
22 general meetings 911,434,133 91,699,804 519,004 CARRIED
The following resolution was put to Rio Tinto Limited shareholders only and carried at the Rio Tinto Limited meeting held on 10 May 2012 as a special resolution. The results of the poll were as follows:
For Against Withheld* Result
Renewal of off-market
and on-market
share buyback
17 authorities 222,001,826 4,327,856 573,266 CARRIED
* It should be noted that a vote 'withheld' is not a vote in law and is not counted in the calculation of the proportion of votes for and against each resolution.
APPENDIX 2. 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.
PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS
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:
Rio Tinto plc Rio Tinto Limited
1. Receipt of the 2011 Annual
report
Total number of proxy votes
exercisable by all proxies validly
appointed; 993,846,995 226,295,394
Total number of proxy votes
in respect of which the appointments
specified that the proxy ;
(i) was to vote for the resolution 986,873,695 221,435,818
(ii) was to vote against the
resolution 6,046,028 130,902
(iii) was to abstain on the
resolution 9,491,153 390,581
(iv) may vote at the proxy's
discretion 927,272 4,728,674
The total number of abstentions
from voting on the poll on this
resolution were; 9,487,227 390,581
2. Approval of the Remuneration
report
Total number of proxy votes
exercisable by all proxies validly
appointed; 984,481,441 225,828,167
Total number of proxy votes
in respect of which the appointments
specified that the proxy ;
(i) was to vote for the resolution 926,536,849 218,246,447
(ii) was to vote against the
resolution 57,032,880 6,408,314
(iii) was to abstain on the
resolution 18,854,589 848,379
(iv) may vote at the proxy's
discretion 911,712 1,173,406
The total number of abstentions
from voting on the poll on this
resolution were; 18,849,653 848,379
3. To elect Chris Lynch as a
director
Total number of proxy votes
exercisable by all proxies validly
appointed; 1,002,688,549 226,151,822
Total number of proxy votes
in respect of which the appointments
specified that the proxy ;
(i) was to vote for the resolution 1,001,055,853 221,071,349
(ii) was to vote against the
resolution 634,215 319,083
(iii) was to abstain on the
resolution 646,829 533,694
(iv) may vote at the proxy's
discretion 998,481 4,761,390
The total number of abstentions
from voting on the poll on this
resolution were; 640,732 533,694
4. To elect John Varley as a
director
Total number of proxy votes
exercisable by all proxies validly
appointed; 1,002,453,510 226,160,565
Total number of proxy votes
in respect of which the appointments
specified that the proxy ;
(i) was to vote for the resolution 1,000,594,918 220,975,671
(ii) was to vote against the
resolution 875,462 413,008
(iii) was to abstain on the
resolution 879,647 524,951
(iv) may vote at the proxy's
discretion 983,130 4,771,886
The total number of abstentions
from voting on the poll on this
resolution were; 862,312 524,951
5. To re-elect Tom Albanese
as a director
Total number of proxy votes
exercisable by all proxies validly
appointed; 1,002,912,461 226,221,482
Total number of proxy votes
in respect of which the appointments
specified that the proxy ;
(i) was to vote for the resolution 998,488,276 218,255,848
(ii) was to vote against the
resolution 3,465,249 3,234,661
(iii) was to abstain on the
resolution 424,252 463,044
(iv) may vote at the proxy's
discretion 958,936 4,730,973
The total number of abstentions
from voting on the poll on this
resolution were; 420,950 463,044
6. To re-elect Robert Brown
as a director
Total number of proxy votes
exercisable by all proxies validly
appointed; 1,002,705,634 226,165,157
Total number of proxy votes
in respect of which the appointments
specified that the proxy ;
(i) was to vote for the resolution 1,000,684,588 220,453,173
(ii) was to vote against the
resolution 1,042,067 945,758
(iii) was to abstain on the
resolution 628,838 520,359
(iv) may vote at the proxy's
discretion 978,979 4,766,226
The total number of abstentions
from voting on the poll on this
resolution were; 634,477 520,359
7. To re-elect Vivienne Cox
as a director
Total number of proxy votes
exercisable by all proxies validly
appointed; 1,002,687,023 226,169,453
Total number of proxy votes
in respect of which the appointments
specified that the proxy ;
(i) was to vote for the resolution 1,000,832,450 220,868,140
(ii) was to vote against the
resolution 876,785 548,167
(iii) was to abstain on the
resolution 651,109 515,499
(iv) may vote at the proxy's
discretion 977,788 4,753,146
The total number of abstentions
from voting on the poll on this
resolution were; 641,287 515,499
8. To re-elect Jan du Plessis
as a director
Total number of proxy votes
exercisable by all proxies validly
appointed; 1,002,309,902 226,202,550
Total number of proxy votes
in respect of which the appointments
specified that the proxy ;
(i) was to vote for the resolution 994,262,438 220,906,905
(ii) was to vote against the
resolution 7,089,867 550,317
(iii) was to abstain on the
resolution 1,026,341 483,181
(iv) may vote at the proxy's
discretion 957,597 4,745,328
The total number of abstentions
from voting on the poll on this
resolution were; 1,022,901 483,181
9. To re-elect Guy Elliott as
a director
Total number of proxy votes
exercisable by all proxies validly
appointed; 1,002,708,626 226,209,362
Total number of proxy votes
in respect of which the appointments
specified that the proxy ;
(i) was to vote for the resolution 998,451,459 218,431,361
(ii) was to vote against the
resolution 3,286,468 3,018,515
(iii) was to abstain on the
resolution 628,692 476,369
(iv) may vote at the proxy's
discretion 970,699 4,759,486
The total number of abstentions
from voting on the poll on this
resolution were; 626,374 476,369
10. To re-elect Michael Fitzpatrick
as a director
Total number of proxy votes
exercisable by all proxies validly
appointed; 1,002,273,073 226,191,805
Total number of proxy votes
in respect of which the appointments
specified that the proxy ;
(i) was to vote for the resolution 998,754,944 217,367,786
(ii) was to vote against the
resolution 2,517,501 4,040,268
(iii) was to abstain on the
resolution 1,063,341 494,385
(iv) may vote at the proxy's
discretion 1,000,628 4,783,751
The total number of abstentions
from voting on the poll on this
resolution were; 1,072,147 494,385
11. To re-elect Ann Godbehere
as a director
Total number of proxy votes
exercisable by all proxies validly
appointed; 1,002,737,731 226,195,391
Total number of proxy votes
in respect of which the appointments
specified that the proxy ;
(i) was to vote for the resolution 997,818,861 220,845,720
(ii) was to vote against the
resolution 3,972,508 556,920
(iii) was to abstain on the
resolution 602,829 490,235
(iv) may vote at the proxy's
discretion 946,362 4,792,751
The total number of abstentions
from voting on the poll on this
resolution were; 599,389 490,235
12. To re-elect Richard Goodmanson
as a director
Total number of proxy votes
exercisable by all proxies validly
appointed; 1,002,305,454 226,182,438
Total number of proxy votes
in respect of which the appointments
specified that the proxy ;
(i) was to vote for the resolution 1,000,543,987 217,887,542
(ii) was to vote against the
resolution 750,720 3,498,217
(iii) was to abstain on the
resolution 1,030,960 503,752
(iv) may vote at the proxy's
discretion 1,010,747 4,796,679
The total number of abstentions
from voting on the poll on this
resolution were; 1,038,766 503,752
13. To re-elect Lord Kerr as
a director
Total number of proxy votes
exercisable by all proxies validly
appointed; 1,002,698,878 226,154,197
Total number of proxy votes
in respect of which the appointments
specified that the proxy ;
(i) was to vote for the resolution 1,000,436,590 217,477,200
(ii) was to vote against the
resolution 1,249,688 3,895,131
(iii) was to abstain on the
resolution 635,300 530,459
(iv) may vote at the proxy's
discretion 1,012,600 4,781,866
The total number of abstentions
from voting on the poll on this
resolution were; 642,971 530,459
14. To re-elect Paul Tellier
as a director
Total number of proxy votes
exercisable by all proxies validly
appointed; 1,002,284,166 226,113,434
Total number of proxy votes
in respect of which the appointments
specified that the proxy ;
(i) was to vote for the resolution 1,000,302,676 220,718,178
(ii) was to vote against the
resolution 974,731 600,890
(iii) was to abstain on the
resolution 1,052,248 572,756
(iv) may vote at the proxy's
discretion 1,006,759 4,794,366
The total number of abstentions
from voting on the poll on this
resolution were; 1,062,753 572,756
15. To re-elect Sam Walsh as
a director
Total number of proxy votes
exercisable by all proxies validly
appointed; 1,002,743,625 226,197,666
Total number of proxy votes
in respect of which the appointments
specified that the proxy ;
(i) was to vote for the resolution 999,581,375 218,114,712
(ii) was to vote against the
resolution 2,158,620 3,277,797
(iii) was to abstain on the
resolution 595,064 487,687
(iv) may vote at the proxy's
discretion 1,003,630 4,805,157
The total number of abstentions
from voting on the poll on this
resolution were; 599,692 487,687
16. Re-appointment and remuneration of auditors
of Rio Tinto plc
Total number of proxy votes
exercisable by all proxies validly
appointed; 987,419,001 226,157,171
Total number of proxy votes
in respect of which the appointments
specified that the proxy ;
(i) was to vote for the resolution 982,238,537 220,806,920
(ii) was to vote against the
resolution 4,218,645 556,825
(iii) was to abstain on the
resolution 15,917,788 521,415
(iv) may vote at the proxy's
discretion 961,819 4,793,426
The total number of abstentions
from voting on the poll on this
resolution were; 15,913,197 521,415
PROXY POSITION FOR RIO TINTO PLC ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 19 APRIL 2012
17. Approval of the Rio Tinto Global Employee
Share Plan
Total number of proxy votes
exercisable by all proxies validly
appointed; 1,002,254,418
Total number of proxy votes
in respect of which the appointments
specified that the proxy ;
(i) was to vote for the resolution 998,272,936
(ii) was to vote against the
resolution 3,018,820
(iii) was to abstain on the
resolution 1,076,289
(iv) may vote at the proxy's
discretion 962,662
The total number of abstentions
from voting on the poll on this
resolution were; 1,076,061
18. Renewal of the Rio Tinto
Share Savings Plan
Total number of proxy votes
exercisable by all proxies validly
appointed; 1,002,267,088
Total number of proxy votes
in respect of which the appointments
specified that the proxy ;
(i) was to vote for the resolution 990,786,588
(ii) was to vote against the
resolution 10,519,337
(iii) was to abstain on the
resolution 1,067,420
(iv) may vote at the proxy's
discretion 961,163
The total number of abstentions
from voting on the poll on this
resolution were; 1,066,430
19. General authority to allot
shares
Total number of proxy votes
exercisable by all proxies validly
appointed; 992,648,029
Total number of proxy votes
in respect of which the appointments
specified that the proxy ;
(i) was to vote for the resolution 944,174,679
(ii) was to vote against the
resolution 47,463,895
(iii) was to abstain on the
resolution 10,690,658
(iv) may vote at the proxy's
discretion 1,009,455
The total number of abstentions
from voting on the poll on this
resolution were; 10,696,657
20. Disapplication of pre-emption
rights
Total number of proxy votes
exercisable by all proxies validly
appointed; 999,779,776
Total number of proxy votes
in respect of which the appointments
specified that the proxy ;
(i) was to vote for the resolution 987,486,494
(ii) was to vote against the
resolution 11,300,533
(iii) was to abstain on the
resolution 3,558,065
(iv) may vote at the proxy's
discretion 992,749
The total number of abstentions
from voting on the poll on this
resolution were; 3,556,173
21. Authority to purchase Rio
Tinto plc shares
Total number of proxy votes
exercisable by all proxies validly
appointed; 1,002,833,435
Total number of proxy votes
in respect of which the appointments
specified that the proxy ;
(i) was to vote for the resolution 998,238,262
(ii) was to vote against the
resolution 3,626,376
(iii) was to abstain on the
resolution 499,707
(iv) may vote at the proxy's
discretion 968,797
The total number of abstentions
from voting on the poll on this
resolution were; 498,591
22. Notice period for general meetings other
than annual general meetings
Total number of proxy votes
exercisable by all proxies validly
appointed; 1,002,814,081
Total number of proxy votes
in respect of which the appointments
specified that the proxy ;
(i) was to vote for the resolution 910,280,047
(ii) was to vote against the
resolution 91,561,382
(iii) was to abstain on the
resolution 524,264
(iv) may vote at the proxy's
discretion 972,652
The total number of abstentions
from voting on the poll on this
resolution were; 519,004
PROXY POSITION FOR RIO TINTO LIMITED ONLY MATTERS - RESOLUTION FROM MEETING HELD ON 10 MAY 2012
17. Renewal of off-market and on-market share
buyback authorities
Total number of proxy votes exercisable by
all proxies validly appointed; 226,112,924
Total number of proxy votes
in respect of which the appointments
specified that the proxy ;
(i) was to vote for the resolution 216,928,555
(ii) was to vote against the
resolution 4,318,244
(iii) was to abstain on the
resolution 573,266
(iv) may vote at the proxy's
discretion 4,866,125
The total number of abstentions from voting
on the poll on this resolution were; 573,266
APPENDIX 3. INFORMATION REQUIRED IN RESPECT OF RIO TINTO PLC BY THE COMPANIES ACT
For the purposes of section 341 of the Companies Act 2006 (as amended by The Companies (Shareholders' Rights) Regulations 2009) and in respect of Rio Tinto plc, the votes validly cast are expressed as a percentage of the Rio Tinto plc's total issued share capital (as at 6pm 17 April 2011). It should be noted that a vote 'withheld' is not a vote in law and is not counted in the calculation of the proportion of votes cast for each resolution.
For joint decision resolutions, this calculation does not include Rio Tinto Limited's issued capital or the votes cast at the Rio Tinto Limited annual general meeting which are added to the votes cast at the Rio Tinto plc annual general meeting to give the final result in relation to each joint electorate resolution. Final poll results for Rio Tinto plc and Rio Tinto Limited can be found in Appendix 1 of this announcement.
Rio Tinto plc votes
cast as a percentage
of Rio Tinto plc's
issued capital
1 Receipt of 2011 Annual report 70.45%
2 Approval of the Remuneration report 69.76%
3 To elect Chris Lynch as a director 71.06%
4 To elect John Varley as a director 71.05%
5 To re-elect Tom Albanese as a director 71.09%
6 To re-elect Robert Brown as a director 71.07%
7 To re-elect Vivienne Cox as a director 71.07%
8 To re-elect Jan du Plessis as a director 71.05%
9 To re-elect Guy Elliott as a director 71.08%
To re-elect Michael Fitzpatrick as
10 a director 71.04%
11 To re-elect Ann Godbehere as a director 71.08%
To re-elect Richard Goodmanson as a
12 director 71.05%
13 To re-elect Lord Kerr as a director 71.07%
14 To re-elect Paul Tellier as a director 71.04%
15 To re-elect Sam Walsh as a director 71.08%
Re-appointment and remuneration of
16 auditors of Rio Tinto plc 69.99%
17 Approval of the Rio Tinto Global Employee 71.04%
Share Plan
Renewal of the Rio Tinto Share Savings
18 Plan 71.04%
19 General authority to allot shares 70.36%
20 Disapplication of pre-emption rights 70.87%
Authority to purchase Rio Tinto plc
21 shares 71.08%
Notice period for general meetings
22 other than annual general meetings 71.08%
This information is provided by RNS
The company news service from the London Stock Exchange
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