RIO TINTO LTD

Voting at any general meeting of

shareholders on a resolution on which the

holder of the Special Voting Share is entitled

to vote shall be decided by a poll, and any

other resolution shall be decided by a show

of hands unless a poll has been duly

demanded. On a show of hands, every

shareholder who is present in person or by

proxy (or other duly authorised

representative) and is entitled to vote, has

one vote regardless of the number of shares

held. The holder of the Special Voting Share

is not entitled to vote in a show of hands. On

a poll, every shareholder who is present in

person or by proxy (or other duly authorised

representative) and is entitled to vote, has

one vote for every ordinary share for which

he or she is the holder. In the case of Joint

Decisions, the holder of the Special Voting

Share has one vote for each vote cast in

respect of the publicly held shares of the

other company.

A poll may be demanded by any of

the following:

–The Chair of the meeting.

–At least 5 shareholders entitled to vote on

the resolution.

–Any shareholder(s) representing in the

aggregate not less than one tenth

(Rio Tinto plc) or one 20 th (Rio Tinto

Limited) of the total voting rights of all

shareholders entitled to vote on the

resolution.

–Any shareholder(s) holding Rio Tinto plc

shares conferring a right to vote at the

meeting on which there have been paid-

up sums in the aggregate equal to not

less than one tenth of the total sum paid

up on all the shares conferring that right.

–The holder of the Special Voting Share of

either company.

A proxy form gives the proxy the authority to

demand a poll, or to join others in

demanding one.

The necessary quorum for a Rio Tinto plc

general meeting is 3 members present

(in person or by proxy or other duly

authorised representative) and entitled to

vote. For a Rio Tinto Limited general meeting

it is 2 members present (in person or by

proxy or other duly authorised

representative).

Matters are transacted at general

meetings by the proposing and passing of

resolutions as:

–Ordinary resolutions (for example the

election of Directors), which require the

affirmative vote of a majority of persons

voting at a meeting for which there is

a quorum.

–Special resolutions (for example

amending the Articles of Association of

Rio Tinto plc or the Constitution of

Rio Tinto Limited), which require the

affirmative vote of not less than three-

quarters of the persons voting at a

meeting at which there is a quorum.

The Sharing Agreement further classifies

resolutions as Joint Decisions and class

rights actions as explained on pages

325-326.

AGMs must be convened with 21 days’

written notice for Rio Tinto plc and with 28

days’ notice for Rio Tinto Limited. In

accordance with the authority granted by

shareholders at the Rio Tinto plc AGM in

2024, other meetings of Rio Tinto plc may be

convened with 14 days’ written notice for the

passing of a special resolution, and with

14 days’ notice for any other resolution,

depending on the nature of the business to

be transacted. All meetings of Rio Tinto

Limited require 28 days’ notice. In calculating

the period of notice, any time taken to deliver

the notice and the day of the meeting itself

are not included. The notice must specify the

nature of the business to be transacted.