2017 Notice of annual general meeting - Rio Tinto …

1 2017 Notice of annual general meetingThe annual general meeting of Rio Tinto Limited will beheld at on Thursday, 4 May 2017 at the Ballroom,Level 3, Sofitel Sydney Wentworth, 61-101 Phillip Street, Sydney, New South document is important and requires your immediate attention. If you have any doubts about the action youshould take, contact your stockbroker, solicitor, accountant or other professional adviser you are unable to attend the annual general meeting , you can view the webcast at Tinto LimitedABN 96 004 458 404 Registered office:Level 33120 Collins StreetMelbourneVictoria 3000 AustraliaLetter from the chairmanDear shareholder,I am pleased to invite you to Rio Tinto Limited s annual general meeting , which will be held at onThursday, 4 May 2017 at the Ballroom, Level 3, Sofitel Sydney Wentworth, 61-101 Phillip Street, Sydney, NewSouth Notice of meeting describes the business that will be proposed and sets out the procedures for yourparticipation and voting.

2 Your participation in the annual general meeting is important to Rio Tinto and a valuableopportunity for the board to consider with shareholders the performance of the Group. Please note that onlyshareholders, proxy holders and corporate representatives in attendance at the meeting will be eligible to askquestions of the year, the business of the meeting will include three separate resolutions relating to remuneration. Two ofthem relate to the approval of the Group s 2016 Remuneration Report or aspects thereof (resolutions 2 and 3).The third of these resolutions (resolution 4) relates to arequested approval of potential termination payments asa matter of Australian law, and the reasoning is described in the explanatory 1 July 2016, Sam Walsh retired as chief executive of Rio Tinto , and I thank him for the significant service andtransformative leadership he gave to the company duringhis three-and-a-half-year tenure as chief taking over as chief executive in July, Jean-S bastien Jacques has set about driving a new era ofproductivity, performance and growth.

3 A resolution for Jean-S bastien s election to the board is included in thebusiness of the am also pleased to include three resolutions to elect the three new non-executive directors whoseappointments we announced recently, David Constable, Sam Laidlaw and Simon Henry (Simon s appointmentbeing effective as of 1 July 2017). The new directors broaden the experience of the board, bringing considerableexpertise in the resources sector and an international perspective having enjoyed long careers in executive roleswith multi-national businesses. All three also have considerable experience as non-executive directors withleading listed companies. As announced, Robert Brownand Anne Lauvergeon will be retiring from the boardfollowing the conclusion of the Rio Tinto Limited annual general meeting and are not seeking re-election. I amvery grateful to Robert and to Anne for their contribution to Rio Tinto over the years.

4 They have providedtremendous support during their tenure and we wish them well for the 8 February 2017, Rio Tinto announced a share buy-back programme, comprising an on-market buy-back ofshares in Rio Tinto plc to return up to US$500 million to shareholders, which is expected to be completed directors are unanimously of the opinion that all of the resolutions to be proposed are in the best interestsof shareholders and of Rio Tinto as a whole. Accordingly, they recommend that you vote in favour of all you are unable to attend the meeting to vote in person, please complete and submit your proxy form in linewith the instructions on page 4. Submitting a proxy form will ensure your vote is recorded but will not prevent youfrom attending and voting at the meeting itself. If you are unable to attend the meeting we will be webcasting theevent again this year on the Rio Tinto website ( ).The corresponding Rio Tinto plc annual general meeting will take place in London on Wednesday, 12 April overall result of the vote from both meetings on resolutions 1 to 19 along with the result of the vote onresolution 20 at the Rio Tinto Limited annual general meeting will be announced to the relevant stock exchangesand posted on our website after the end of the Rio Tinto Limited annual general look forward to your participation at the annual general meeting and thank you for your continued sincerelyJan du PlessisChairman1 March of annual general meetingNotice is given that the annual general meeting of Rio Tinto Limited (theCompany) will be held at the Ballroom, Level 3, Sofitel Sydney Wentworth,61-101 Phillip Street, Sydney, New South Wales at (AEST) onThursday, 4 May 2017, for the following purposes.

5 Resolution 1 Receipt of the 2016 annual reportTo receive the Company s financial statements and the reports of thedirectors and auditors for the year ended 31 December 2 Approval of the Directors report on Remuneration andRemuneration Committee chairman s letterTo approve the Directors report on Remuneration for the year ended31 December 2016 and the Remuneration Committee chairman s letter as setout in the 2016 annual report on pages 67 to 107 (save for pages 70 to 77).Resolution 3 Approval of the Remuneration ReportTo approve the Remuneration Report for the year ended 31 December2016 as set out in the 2016 annual report on pages 67 to 4 Approval of potential termination benefitsTo approve for all purposes (including for the purposes of sections 200 Band 200E of the Australian Corporations Act 2001) the giving of benefits topersons (Relevant Executives) who, from time to time, are key managementpersonnel (KMP) of Rio Tinto Limited or who, from time to time, hold amanagerial or executive office (as defined in the Australian CorporationsAct 2001)

6 In Rio Tinto Limited or a related body corporate, in connectionwith the person ceasing to hold an office, or position of employment, inRio Tinto Limited or a related body corporate for a period of three yearsfrom the date the resolution is 5To re-elect Megan Clark as a directorResolution 6To elect David Constable as a directorResolution 7To re-elect Jan du Plessis as a directorResolution 8To re-elect Ann Godbehere as a directorResolution 9To elect Simon Henry as a director, effective as of 1 July 2017 Resolution 10To elect Jean-S bastien Jacques as a directorResolution 11To elect Sam Laidlaw as a directorResolution 12To re-elect Michael L Estrange as a directorResolution 13To re-elect Chris Lynch as a directorResolution 14To re-elect Paul Tellier as a directorResolution 15To re-elect Simon Thompson as a directorResolution 16To re-elect John Varley as a directorResolution 17Re-appointment of auditorsTo re-appoint PricewaterhouseCoopers LLP as auditors of Rio Tinto plc tohold office until the conclusion of the next annual general meeting at whichaccounts are laid before Rio Tinto 18 Remuneration of auditorsTo authorise the Audit Committee to determine the auditors 19 Authority to make political donationsThat Rio Tinto plc and any company which is a subsidiary of Rio Tinto plc atthe time this resolution is passed or becomes a subsidiary of Rio Tinto plcat any time

7 During the period for which this resolution has effect begenerally authorised to:(a) make donations to political parties and independent electioncandidates;(b) make donations to political organisations other than politicalparties; and(c) incur political expenditure,provided that in each case any such donations or expenditure made byRio Tinto plc or a subsidiary of Rio Tinto plc shall not exceed 50,000 percompany, and that the total amount of all such donations and expendituremade by all companies to which this authority relates shall not exceed 100, authority shall expire at the close of the annual general meeting of theCompany held in 2018 (or, if earlier, at the close of business on 30 June2018).Resolution 20 Renewal of off-market and on-market share buy-backauthoritiesTo consider and, if thought fit, pass the following resolution, which will beproposed as a special resolution: That approval is hereby given to buy-backs by Rio Tinto Limited of fullypaid ordinary shares in Rio Tinto Limited (Ordinary Shares) in the periodfollowing this approval until (and including) the date of the Rio TintoLimited 2018 annual general meeting or 3 May 2018 (whichever is thelater) or, if earlier, the date on which shareholders next give approval tobuy-backs by Rio Tinto Limited of fully paid Ordinary Shares:(a) under one or more off-market buy-back tender schemes inaccordance with the terms described in the explanatory noteswhich accompany this Notice (the Buy-Back Tenders).

8 And/or(b) pursuant to on-market buy-backs by Rio Tinto Limited inaccordance with the Listing Rules of the Australian SecuritiesExchange,but only to the extent that the number of Ordinary Shares bought backpursuant to the authority in this resolution, whether under any Buy-BackTenders or pursuant to any on-market buy-backs, does not in that periodexceed million Ordinary Shares. Note:In accordance with Rio Tinto s dual listed companies structure, as JointDecision Matters, resolutions 1 to 19 (inclusive) will be voted on byRio Tinto plc and Rio Tinto Limited shareholders as a joint electorate andresolution 20 will be voted on by Rio Tinto Limited shareholders 1 to 19 (inclusive) will be proposed as ordinary resolutions andresolution 20 will be proposed as a special order of the boardTim PaineSteve AllenJoint Company SecretaryJoint Company SecretaryLevel 33120 Collins StreetMelbourneVictoria 3000 Australia1 March information about the meetingShareholders entitled to voteFor the purposes of the Corporations Act, Rio Tinto Limited has determinedthat securities of Rio Tinto Limited that are quoted securities at (AEST)

9 On Tuesday, 2 May 2017 will be taken, for the purposes of themeeting, to be held by the persons who held them at that by proxyA shareholder entitled to attend and vote at the meeting is entitled toappoint up to two proxies. A proxy need not be a shareholder of Rio proxy other than the chairman of the meeting is not required by law tovote on any resolution. However, if the proxy s appointment directs theproxy how to vote on a resolution and the proxy decides to vote as proxy onthat resolution, the proxy must vote the way specified (subject to the otherprovisions of this Notice , including the voting exclusions noted below).If an appointed proxy does not attend the meeting , the chairman of themeeting will be taken to have been appointed as the proxy. If a proxyappointment specifies the way to vote on a resolution and the appointedproxy does not attend the meeting or attends the meeting , but does notvote on the resolution, a directed proxy will default to the chairman of themeeting who must vote the proxy as the chairman of the meeting is appointed, or taken to be appointed, as aproxy, but the appointment does not specify the way to vote on aresolution, the chairman intends to exercise the relevant shareholder svotes in favour of the relevant resolution (subject to the other provisions ofthis Notice , including the voting exclusions noted below).

10 Chairman appointed as proxy for resolution 2 or 3 (approval ofthe Remuneration Report) or resolution 4 (approval of potentialtermination benefits)If the chairman of the meeting is appointed, or taken to be appointed, as aproxy, the shareholder can direct the chairman to vote for or against, or toabstain from voting on resolutions 2 and 3 (approval of the RemunerationReport) and resolution 4 (approval ofpotential termination benefits), bymarking the appropriate box opposite one or more such items on the proxyform. However, if the chairman of the meeting is the proxy, a shareholderwill be expressly authorising the chairman to vote in favour of thatresolution (including if the relevant shareholder does not mark any of theboxes opposite each such resolution), even though the resolution isconnected directly or indirectly with the remuneration of a member of KeyManagement Personnel (KMP).Shareholders are encouraged to direct their proxy how to vote on eachresolution.