Rio Tinto : 2024 AGM - Votes Cast as a Percentage of Issued Capital

Notice to ASX/LSE

Results of Rio Tinto annual general meetings

2 May 2024

The annual general meetings of Rio Tinto plc and Rio Tinto Limited were held on 4 April 2024 and 2 May 2024 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 21, contained in the notices of meeting for each of Rio Tinto plc and Rio Tinto Limited, fall into this category, and the results for these resolutions are set out in Table 1 below. Resolution 22, contained in the notices of meeting for both Rio Tinto plc and Rio Tinto Limited, was proposed as a class rights action, which requires that the resolution was put to Rio Tinto plc and Rio Tinto Limited shareholders voting as separate electorates. The results for resolution 22 are set out in Table 2a and Table 2b below. Resolutions 23 to 26 of the Rio Tinto plc notice of meeting were put to Rio Tinto plc shareholders only, and the results for these resolutions are set out in Table 3 below. Resolutions 23 to 24 of the Rio Tinto Limited notice of meeting were put to Rio Tinto Limited shareholders only, and the results for these resolutions are set out in Table 4 below.

All resolutions were carried.

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 positions 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	For		Against		Withheld/
	Cast			Abstained ¹
			Number	%	Number		%
1.	Receipt of the 2023	1,128,213,299	1,123,422,162	99.58	4,791,137		0.42	4,527,999
Annual Report
2.	Approval of the	1,129,258,296	1,098,846,604	97.31	30,411,692		2.69	3,469,190
Remuneration Policy
	Approval of the Directors'
3.	Remuneration Report:	1,124,779,809	1,094,169,032	97.28	30,610,777		2.72	7,949,109
	Implementation Report
4.	Approval of the Directors'	1,124,795,946	1,093,733,131	97.24	31,062,815		2.76	7,933,078
Remuneration Report
	Increase to Non-
5.	Executive Directors' Fee	1,131,092,465	1,124,730,991	99.44	6,361,474		0.56	1,634,659
	Cap
6.	To elect Dean Dalla Valle	1,131,127,900	1,120,987,942	99.10	10,139,958		0.90	1,610,280
as a Director
7.	To elect Susan Lloyd-	1,131,154,140	1,127,820,882	99.71	3,333,258		0.29	1,584,758
Hurwitz as a Director
8.	To elect Martina Merz as	1,131,144,094	1,130,227,968	99.92	916,126		0.08	1,594,460
a Director

Notice to ASX/LSE

2 / 12

	Resolution	Total Votes	For		Against		Withheld/
	Cast			Abstained ¹
			Number	%	Number		%
9.	To elect Joc O'Rourke as	1,131,093,106	1,124,589,847	99.43	6,503,259		0.57	1,645,792
a Director
10.	To re-elect Dominic	1,128,954,564	1,082,174,825	95.86	46,779,739		4.14	3,785,054
Barton BBM as a Director
	To re-elect Peter
11.	Cunningham as a	1,128,161,799	1,117,915,237	99.09	10,246,562		0.91	4,577,098
	Director
12.	To re-elect Simon Henry	1,129,870,321	1,102,430,767	97.57	27,439,554		2.43	2,865,712
as a Director
13.	To re-elect Kaisa Hietala	1,130,174,005	1,100,576,029	97.38	29,597,976		2.62	2,566,391
as a Director
14.	To re-elect Sam Laidlaw	1,130,145,196	1,094,771,341	96.87	35,373,855		3.13	2,593,700
as a Director
15.	To re-elect Jennifer	1,131,167,165	1,107,480,263	97.91	23,686,902		2.09	1,573,231
Nason as a Director
16.	To re-elect Jakob	1,131,168,340	1,116,872,390	98.74	14,295,950		1.26	1,571,596
Stausholm as a Director
	To re-elect Ngaire
17.	Woods CBE as a	1,130,131,245	1,100,089,912	97.34	30,041,333		2.66	2,607,651
	Director
18.	To re-elect Ben Wyatt as	1,128,105,626	1,107,333,732	98.16	20,771,894		1.84	4,633,267
a Director
19.	Re-appointment of	1,130,647,845	1,126,202,605	99.61	4,445,240		0.39	2,092,090
auditors
20.	Remuneration of auditors	1,130,502,699	1,129,207,770	99.89	1,294,929		0.11	2,234,038
21.	Authority to make	1,127,217,245	1,115,245,471	98.94	11,971,774		1.06	5,495,912
political donations

• 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.

Resolution 22 was put to Rio Tinto plc and Rio Tinto Limited shareholders voting as separate electorates, and it was carried as a special resolution by both Rio Tinto plc shareholders and Rio Tinto Limited shareholders voting separately:

Table 2a

Voting on resolution 22 by Rio Tinto plc shareholders:

Resolution	Total Votes	For		Against		Withheld
Cast
		Number	%	Number	%

22. Amendments to Rio Tinto Limited's

Constitution - approval of	910,878,089	909,655,545	99.87	1,222,544	0.13	1,938,955
amendments that constitute Class
Rights Actions

Notice to ASX/LSE

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Table 2b

Voting on resolution 22 by Rio Tinto Limited shareholders:

	Resolution	Total Votes	For		Against	Abstained
	Cast
			Number	%	Number	%
22.	Amendments to Rio Tinto Limited's
	Constitution - approval of amendments	219,629,731	219,073,245	99.75	556,486	0.25	294,164
	that constitute Class Rights Actions

Table 3

The following resolutions were put to Rio Tinto plc shareholders only and carried at the Rio Tinto plc meeting held on 4 April 2024. Resolution 23 was carried as an ordinary resolution and Resolutions 24 to 26 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 National Storage Mechanism | FCA. The results of the polls were as follows:

	Resolution	Total Votes	For		Against		Withheld
	Cast
			Number	%	Number		%
23.	General authority to allot shares	911,184,492	887,785,537	97.43	23,398,955		2.57	1,633,236
24.	Disapplication of pre-emption	910,434,476	902,134,044	99.09	8,300,432		0.91	2,383,252
	rights
25.	Authority to purchase Rio Tinto	911,498,039	725,457,319	79.59	186,040,720		20.41	1,319,689
	plc shares
26.	Notice period for general
	meetings other than annual	910,959,705	874,731,354	96.02	36,228,351		3.98	1,858,020
	general meetings

Resolution 25 '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 25. 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 23 to 24 below were put to Rio Tinto Limited shareholders only. Resolution 23 was carried as a special resolution and resolution 24 was carried as an ordinary resolution. The results of the polls were as follows:

	Resolution	Total Votes	For		Against		Abstained
	Cast
			Number	%	Number		%
23.	Amendments to Rio Tinto Limited's
	Constitution - general updates and	219,606,721	218,989,136	99.72	617,585		0.28	316,030
	changes
24.	Renewal of on-market share buy-	219,654,207	216,259,337	98.45	3,394,870		1.55	268,882
	back authority

LEI: 213800YOEO5OQ72G2R82

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

Notice to ASX/LSE

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Contacts

Please direct all enquiries to [e-mail]

Media Relations,	Media Relations,
United Kingdom	Australia
Matthew Klar	Matt Chambers
M [phone]	M [phone]
David Outhwaite	Jesse Riseborough
M [phone]	M [phone]
	Alyesha Anderson
	M [phone]
	Michelle Lee
	M [phone]

Investor Relations,	Investor Relations,
United Kingdom	Australia
David Ovington	Tom Gallop
M [phone]	M [phone]
Laura Brooks	Amar Jambaa
M [phone]	M [phone]

Media Relations,

Americas

Simon Letendre

M [phone]

Malika Cherry

M [phone]

Vanessa Damha

M [phone]

Rio Tinto plc	Rio Tinto Limited
6 St James's Square	Level 43, 120 Collins Street
London SW1Y 4AD	Melbourne 3000
United Kingdom	Australia
T [phone]	T [phone]
Registered in England	Registered in Australia
No. 719885	ABN 96 004 458 404

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

riotinto.com

Notice to ASX/LSE

5 / 12

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 1-21 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			Rio Tinto plc			Rio Tinto Limited
	ON JOINT DECISIONS
	1. Receipt of the 2023 Annual Report
	Total number of proxy votes exercisable by all proxies validly	910,013,057	218,103,781
	appointed:
	Total number of proxy votes in respect of which the appointments
	specified that the proxy:
	(i) was to vote for the resolution	905,647,298	215,484,957
	(ii) was to vote against the resolution	4,152,146	639,082
	(iii) was to abstain on the resolution	2,779,192	1,748,401
	(iv) may vote at the proxy's discretion	213,613	1,979,742
	2. Approval of the Remuneration Policy
	Total number of proxy votes exercisable by all proxies validly	909,556,086	219,624,997
	appointed:
	Total number of proxy votes in respect of which the appointments
	specified that the proxy:
	(i) was to vote for the resolution	883,931,120	212,721,536
	(ii) was to vote against the resolution	25,409,869	4,967,163
	(iii) was to abstain on the resolution	3,236,204	225,316
	(iv) may vote at the proxy's discretion	215,097	1,936,298
	3. Approval of the Directors' Remuneration Report:
	Implementation Report
	Total number of proxy votes exercisable by all proxies validly	905,308,476	219,396,614
	appointed:
	Total number of proxy votes in respect of which the appointments
	specified that the proxy:
	(i) was to vote for the resolution	879,541,138	212,428,601
	(ii) was to vote against the resolution	25,551,827	5,025,931
	(iii) was to abstain on the resolution	7,483,595	455,350
	(iv) may vote at the proxy's discretion	215,511	1,942,082

Notice to ASX/LSE				6 / 12
		PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED			Rio Tinto plc			Rio Tinto Limited
		ON JOINT DECISIONS
		4. Approval of the Directors' Remuneration Report
		Total number of proxy votes exercisable by all proxies validly	905,317,058	219,406,056
		appointed:
		Total number of proxy votes in respect of which the appointments
		specified that the proxy:
		(i) was to vote for the resolution	879,162,957	212,364,432
		(ii) was to vote against the resolution	25,939,366	5,090,613
		(iii) was to abstain on the resolution	7,475,103	446,248
		(iv) may vote at the proxy's discretion	214,735	1,951,011
		5. Increase to Non-Executive Directors' Fee Cap
		Total number of proxy votes exercisable by all proxies validly	911,371,204	219,641,670
		appointed:
		Total number of proxy votes in respect of which the appointments
		specified that the proxy:
		(i) was to vote for the resolution	906,965,365	215,558,398
		(ii) was to vote against the resolution	4,191,071	2,137,028
		(iii) was to abstain on the resolution	1,419,622	208,327
		(iv) may vote at the proxy's discretion	214,768	1,946,244
		6. To elect Dean Dalla Valle as a Director
		Total number of proxy votes exercisable by all proxies validly	911,486,056	219,565,145
		appointed:
		Total number of proxy votes in respect of which the appointments
		specified that the proxy:
		(i) was to vote for the resolution	903,275,774	215,405,246
		(ii) was to vote against the resolution	7,991,612	2,147,864
		(iii) was to abstain on the resolution	1,303,793	286,319
		(iv) may vote at the proxy's discretion	218,670	2,012,035
		7. To elect Susan Lloyd-Hurwitz as a Director
		Total number of proxy votes exercisable by all proxies validly	911,488,527	219,590,335
		appointed:
		Total number of proxy votes in respect of which the appointments
		specified that the proxy:
		(i) was to vote for the resolution	908,901,113	216,655,906
		(ii) was to vote against the resolution	2,370,010	959,715
		(iii) was to abstain on the resolution	1,302,822	260,347
		(iv) may vote at the proxy's discretion	217,404	1,974,714

Notice to ASX/LSE

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8. To elect Martina Merz as a Director

Total number of proxy votes exercisable by all proxies validly appointed:	911,484,659	219,582,736
Total number of proxy votes in respect of which the appointments specified that the
proxy:
(i) was to vote for the resolution	910,716,119	217,234,562
(ii) was to vote against the resolution	550,127	363,282
(iii) was to abstain on the resolution	1,306,690	267,602
(iv) may vote at the proxy's discretion	218,413	1,984,892
9. To elect Joc O'Rourke as a Director
Total number of proxy votes exercisable by all proxies validly appointed:	911,448,618	219,567,789
Total number of proxy votes in respect of which the appointments specified that the
proxy:
(i) was to vote for the resolution	906,592,103	215,703,573
(ii) was to vote against the resolution	4,636,676	1,866,098
(iii) was to abstain on the resolution	1,341,231	284,393
(iv) may vote at the proxy's discretion	219,839	1,998,118
10. To re-elect Dominic Barton BBM as a Director
Total number of proxy votes exercisable by all proxies validly appointed:	909,280,716	219,596,628
Total number of proxy votes in respect of which the appointments specified that the
proxy:
(i) was to vote for the resolution	868,550,874	211,347,512
(ii) was to vote against the resolution	40,512,108	6,261,473
(iii) was to abstain on the resolution	3,509,129	255,553
(iv) may vote at the proxy's discretion	217,734	1,987,643
11. To re-elect Peter Cunningham as a Director
Total number of proxy votes exercisable by all proxies validly appointed:	909,112,438	218,972,866
Total number of proxy votes in respect of which the appointments specified that the
proxy:
(i) was to vote for the resolution	900,000,747	215,625,812
(ii) was to vote against the resolution	8,895,812	1,347,141
(iii) was to abstain on the resolution	3,677,410	879,316
(iv) may vote at the proxy's discretion	215,879	1,999,913

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12. To re-elect Simon Henry as a Director

Total number of proxy votes exercisable by all proxies validly appointed:	910,199,014	219,594,812
Total number of proxy votes in respect of which the appointments specified that the
proxy:
(i) was to vote for the resolution	885,742,953	214,376,246
(ii) was to vote against the resolution	24,238,907	3,200,206
(iii) was to abstain on the resolution	2,590,834	254,506
(iv) may vote at the proxy's discretion	217,154	2,018,360
13. To re-elect Kaisa Hietala as a Director
Total number of proxy votes exercisable by all proxies validly appointed:	910,486,564	219,610,946
Total number of proxy votes in respect of which the appointments specified that the
proxy:
(i) was to vote for the resolution	884,639,627	213,650,032
(ii) was to vote against the resolution	25,627,446	3,967,067
(iii) was to abstain on the resolution	2,304,784	241,235
(iv) may vote at the proxy's discretion	219,491	1,993,847
14. To re-elect Sam Laidlaw as a Director
Total number of proxy votes exercisable by all proxies validly appointed:	910,472,574	219,596,122
Total number of proxy votes in respect of which the appointments specified that the
proxy:
(i) was to vote for the resolution	880,596,869	211,887,980
(ii) was to vote against the resolution	29,658,873	5,710,288
(iii) was to abstain on the resolution	2,317,274	256,059
(iv) may vote at the proxy's discretion	216,832	1,997,854
15. To re-elect Jennifer Nason as a Director
Total number of proxy votes exercisable by all proxies validly appointed:	911,476,638	219,614,032
Total number of proxy votes in respect of which the appointments specified that the
proxy:
(i) was to vote for the resolution	890,328,711	214,856,479
(ii) was to vote against the resolution	20,931,628	2,753,039
(iii) was to abstain on the resolution	1,314,710	238,149
(iv) may vote at the proxy's discretion	216,299	2,004,514

Notice to ASX/LSE

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16. To re-elect Jakob Stausholm as a Director

Total number of proxy votes exercisable by all proxies validly appointed:	911,460,453	219,630,667
Total number of proxy votes in respect of which the appointments specified that the
proxy:
(i) was to vote for the resolution	898,549,215	216,032,046
(ii) was to vote against the resolution	12,693,549	1,601,520
(iii) was to abstain on the resolution	1,330,276	220,948
(iv) may vote at the proxy's discretion	217,689	1,997,101
17. To re-elect Ngaire Woods CBE as a Director
Total number of proxy votes exercisable by all proxies validly appointed:	910,451,962	219,602,788
Total number of proxy votes in respect of which the appointments specified that the
proxy:
(i) was to vote for the resolution	884,156,395	213,646,592
(ii) was to vote against the resolution	26,075,351	3,963,930
(iii) was to abstain on the resolution	2,337,886	249,393
(iv) may vote at the proxy's discretion	220,216	1,992,266
18. To re-elect Ben Wyatt as a Director
Total number of proxy votes exercisable by all proxies validly appointed:	909,060,203	218,973,819
Total number of proxy votes in respect of which the appointments specified that the
proxy:
(i) was to vote for the resolution	890,234,078	214,816,708
(ii) was to vote against the resolution	18,610,134	2,161,760
(iii) was to abstain on the resolution	3,729,642	878,362
(iv) may vote at the proxy's discretion	215,991	1,995,351
19. Re-appointment of auditors
Total number of proxy votes exercisable by all proxies validly appointed:	910,894,200	219,658,453
Total number of proxy votes in respect of which the appointments specified that the
proxy:
(i) was to vote for the resolution	906,426,893	217,455,924
(ii) was to vote against the resolution	4,241,168	203,349
(iii) was to abstain on the resolution	1,896,686	193,729
(iv) may vote at the proxy's discretion	226,139	1,999,180

Notice to ASX/LSE							10 / 12
		20. Remuneration of auditors
		Total number of proxy votes exercisable by all proxies validly appointed:		910,805,946		219,610,083
		Total number of proxy votes in respect of which the appointments specified that the
		proxy:
		(i) was to vote for the resolution		909,705,096		217,202,478
		(ii) was to vote against the resolution			883,365		410,162
		(iii) was to abstain on the resolution		1,981,742		242,099
		(iv) may vote at the proxy's discretion			217,485		1,997,443
		21. Authority to make political donations
		Total number of proxy votes exercisable by all proxies validly appointed:		907,472,595		219,658,685
		Total number of proxy votes in respect of which the appointments specified that the
		proxy:
		(i) was to vote for the resolution		897,629,090		215,405,333
		(ii) was to vote against the resolution		9,627,597		2,314,026
		(iii) was to abstain on the resolution		5,298,046		192,839
		(iv) may vote at the proxy's discretion			215,908		1,939,326
		PROXY POSITION FOR MATTERS DECIDED BY RIO TINTO PLC			Rio Tinto plc			Rio Tinto Limited
		AND RIO TINTO LIMITED VOTING AS SEPARATE ELCTORATES
		22. Amendments to Rio Tinto Limited's Constitution - approval
		of amendments that constitute Class Rights Actions
		Total number of proxy votes exercisable by all proxies validly		910,856,055					219,559,931
		appointed:
		Total number of proxy votes in respect of which the appointments
		specified that the proxy:
		(i) was to vote for the resolution		909,403,957					217,023,690
		(ii) was to vote against the resolution		1,222,079					536,094
		(iii) was to abstain on the resolution		1,935,835					292,251
		(iv) may vote at the proxy's discretion		230,019					2,000,147