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RIO TINTO LIMITED — Proxy Solicitation & Information Statement 2006
Mar 12, 2006
65705_rns_2006-03-12_1b1ad477-6f2a-480b-b96b-ead3e93ccb65.pdf
Proxy Solicitation & Information Statement
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| Rio Tinto_Proxy Form 06.qxd 9/3/06 12:34 PM Page 1 | |||||||||
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| Enquiries (within Australia) 1800 813 292 | (outside Australia) 61 3 9415 4030 | -Victoria 3001 Australia | |||||||
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| Facsimile 61 3 9473 2555www.computershare.com | |||||||||
| Reference Number | |||||||||
| Appointment of ProxyI/We being a member/s of Rio Tinto Limited and entitled to attend and vote hereby appoint | |||||||||
| the ChairmanORof the Meeting{mark with an 'X'} | Write here the name of the person you are appointingif this person is someone other than theChairman of the Meeting [14] All Lines | ||||||||
| or falling the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance withthe following directions for if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Rio Tinto Limited to be held in the Grand Ballroom, Hotel Sofitel,25 Collins Street, Melbourne, Victor | |||||||||
| to indicate your directions | |||||||||
| Voting directions to your proxy - please mark | |||||||||
| ltem 1. | Renewal of off-market and on-marketbuy-back authorities | For | Against | Abstain | ltem 7. | To re-elect Leigh Cliffordas a director | For | Against | Abstain |
| Item 2. | Renewal of authorities to buy backshares held by Rio Tinto plc | ltem 8. | To re-elect Andrew Gouldas a director | ||||||
| ltem 3. | Amendments to constituentdocuments | ltem 9. | To re-elect David Mayhewas a dhector | ||||||
| ltem 4. | To elect Tom Albaneseas a director | ltem 10. | Re-appointment of auditorsof Rio Tinto plc and auditors'remuneration | ||||||
| ltem 5. | To elect Sir Rod Eddingtonas a director | Item 11. | Approval of Remunerationreport | ||||||
| ltem 6. | To re-elect Sir David Clementias a director | ltem 12. | Receipt of reports andfinancial statements | ||||||
| IMPORTANT NOTE:If the Chairman of the Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote in respect of Item 3 above,please place a mark in this box. By marking this box, you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome |
Contact Daytime Telephone Contact Name 12 PR RIO
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How to complete the Proxy Form
Your Address
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This is your address as it appears on Rio Tinto Limited's share register. If you are a shareholder sponsored by a broker (in which case your reference number overleaf will commence with an 'x'), you should advise your broker of any changes. Please note, you cannot change ownership of shares or your address using this form.
Appointment of a Proxy
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting, please write the name of that person. Your proxy may be a body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of Rio Tinto Limited.
Votes on Items of Business
You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each Item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any Item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. Please also read the statement overleaf headed 'IMPORTANT NOTE'. If you do not mark any of the boxes on a given Item, your proxy may vote, or abstain from voting, as he or she chooses. If you mark more than one box on an Item, or if the total number of shares shown in the "For", "Against" and/or "Abstain" boxes is more than your total shareholding on Rio Tinto Limited's share register, your vote on that Item will be invalid.
Appointment of a Second Proxy
You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning Computershare Investor Services Pty Limited or you may copy this form.
To appoint a second proxy, you may on each of the first Proxy Form and the second Proxy Form, state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. Please return both forms together in the same envelope.
Signing Instructions
You must sign this form as follows in the spaces provided.
| Individualwhere the holding is in one name, the shareholder must sign. |
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| where the holding is in more than one name, all of the shareholders should sign.Joint Holding |
| to sign under Power of Attorney, you must have already lodged the Power with the share registry. If you have notPower of Attorneypreviously lodged the Power of Attorney for notation, please attach it or a certified photocopy of it to this form when youreturn it. |
| where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person.CompanyIf the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a SoleDirector can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or aCompany Secretary. Please indicate the office held by signing in the appropriate place. |
| If a representative of a company that is a shareholder or proxy is to attend the meeting, the appropriate "Certificate of Appointment of CorporateRepresentative" should be produced prior to admission. A form of the certificate may be obtained from Computershare Investor Services Pty.imited.Lodgement of a Proxy |
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address or fax number given below no later than 9.30am Australian Eastern Standard Time on Tuesday, 2 May 2006. Any Proxy Form received after that time will not be valid for. the scheduled meeting
Documents may be lodged using the enclosed reply-paid envelope or:
by posting, delivery or facsimile to the Rio Tinto Limited Share Registry; or by posting, delivery or facsimile to the Registered Office of Rio Tinto Limited, being: Level 33 55 Collins Street Melbourne Victoria 3000
Rio Tinto Limited Share Registry Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia Facsimile number: 61 3 9473 2555