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RIO TINTO LIMITED — Proxy Solicitation & Information Statement 2015
Mar 5, 2015
65705_rns_2015-03-05_fea90c63-114a-4e49-96bd-8dd5f53eaf48.pdf
Proxy Solicitation & Information Statement
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Lodge your proxy form
Rio Tinto Limited ABN 96 004 458 404
Lodge your proxy form online: www.investorvote.com.au
[ By Mail or person:] Rio Tinto Limited Share Registry Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia
Yarra Falls, 452 Johnston Street Abbotsford VIC 3067 Australia Registered Office of Rio Tinto Limited Level 33, 120 Collins Street Melbourne VIC 3000 Australia
Alternatively you can fax your form to:
(within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555
For Intermediary Online subscribers only
(custodians) www.intermediaryonline.com
For all enquiries call:
(within Australia) 1800 813 292 (outside Australia) +61 3 9415 4030
Proxy Form - Annual general meeting
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Cast your Proxy online... www.investorvote.com.au
Your secure access information is: Control Number: SRN/HIN: PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confi dential.
Register at www.investorcentre.com/RIO
elect for ecommunications & manage your holding online View the annual report: www.riotinto.com/ar2014
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For your proxy appointment to be effective it must be received by 9.30am (AWST) on Tuesday, 5 May 2015
Appointment of Proxy
Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may to the extent permitted by law, vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.
Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.
Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.
A proxy need not be a shareholder of the Company.
Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.
Please DO NOT mark any change of address on this form. Log in at: www.investorcentre.com/RIO to manage your holding details online.
Explanatory Notes
Signing Instructions
Individual: Where the holding is in one name, the Shareholder must sign. Joint Holding: Where the holding is in more than one name, all of the Shareholders should sign.
Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certifi ed photocopy of the Power of Attorney to this form when you return it.
Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the offi ce held. Delete titles as applicable.
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate Shareholder or proxy is to attend the meeting you will need to provide the appropriate “Certifi cate of Appointment of Corporate Representative” prior to admission. A form of the certifi cate may be obtained from Computershare or online at www.investorcentre.com/RIO under the help tab, “Printable Forms”.
GO ONLINE TO APPOINT YOUR PROXY, or turn over to complete the form
Proxy Form
Appoint a Proxy to Vote on Your Behalf
Please use a black pen. Mark with an X inside the box as shown in this example. X
I/We being a shareholder/s of Rio Tinto Limited hereby appoint
the Chairman OR of the Meeting
Please leave this box blank if you have selected the Chairman. Do not insert your own name(s).
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting (‘Chairman’), as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, to the extent permitted by law, as the proxy sees fi t) at the annual general meeting of Rio Tinto Limited to be held at the Convention Centre, Crown Perth, Great Eastern Highway, Burswood, Western Australia on Thursday, 7 May 2015 at 9:30 am (AWST) and at any adjournment of that meeting.
*Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy in favour of Items 2, 3 and 4 (except where I/we have indicated a different voting intention below) even though Items 2, 3 and 4 are connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. If the Chairman is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Items 2, 3 and 4 by marking the appropriate box in step 2 below.
Items of Business
For Against Abstain
Resolution 1 Receipt of the 2014 Annual report Resolution 2* Approval of the Remuneration Policy Report Resolution 3* Approval of the Directors’ Report on Remuneration and Remuneration Committee chairman’s letter Resolution 4* Approval of the Remuneration Report Resolution 5 To elect Megan Clark as a director Resolution 6 To elect Michael L’Estrange as a director Resolution 7 To re-elect Robert Brown as a director Resolution 8 To re-elect Jan du Plessis as a director Resolution 9 To re-elect Ann Godbehere as a director Resolution 10 To re-elect Richard Goodmanson as a director
PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted in computing the required majority.
For Against Abstain Resolution 11 To re-elect Anne Lauvergeon as a director Resolution 12 To re-elect Chris Lynch as a director Resolution 13 To re-elect Paul Tellier as a director Resolution 14 To re-elect Simon Thompson as a director Resolution 15 To re-elect John Varley as a director Resolution 16 To re-elect Sam Walsh as a director Resolution 17 Re-appointment of auditors of Rio Tinto plc Resolution 18 Remuneration of auditors of Rio Tinto plc Resolution 19 Renewal of off-market and on-market share buy-back authorities.
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.
| Signature of shareholder(s)This section must be completed.SIGNIndividual or Shareholder 1or Sole Director and Sole Company SecretaryShareholder 2or Company DirectorShareholder 3or Company Director/Company Secretary | Date**/ / ** |
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R I O
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