RIO TINTO LTD

This Implementation report is presented to shareholders for approval at our AGMs. It outlines how our

Remuneration Policy was implemented in 2025, and the intended operation in 2026.

About our reporting

As our shares are listed on both the Australian Securities Exchange

and the London Stock Exchange, the information provided within our

Remuneration report must comply with the reporting requirements of

both countries.

Our regulatory responsibilities impact the volume of information we

provide, as well as the complexity. In Australia, we need to report on

a wider group of executives, as described in the following

paragraph. In addition, as set out in the summary table below, the 2

reporting regimes follow different methodologies

for calculating remuneration.

In the UK, disclosure is required for the Board, including the

Executive Directors. The Australian legislation requires disclosures

in respect of key management personnel (KMP), being those

persons having authority and responsibility for planning, directing

and controlling the activities of the Group. In 2025, our KMP

comprise the Board, and all product group Chief Executives.

Executive KMP are listed on pages 140 and 141, with details of

the positions held during the year and dates of appointment to

those roles.

The single total figure of remuneration table on page 131 shows

remuneration for our Executive Directors, gross of tax and in the

relevant currency of award or payment.

In table 1a on page 145, we report information regarding executives in

accordance with Australian statutory disclosure requirements. The

information is shown gross of tax and in US dollars. The remuneration

details in table 1a include accounting values relating to various parts of

the remuneration package, most notably LTIP awards, and require a

different methodology for calculating the pension value. The figures in

the single total figure of remuneration table are therefore not directly

comparable with those in table 1a. Where applicable, amounts have

been converted using the relevant average exchange rates included in

the notes to table 1a.

In table 1b on page 146, we report the remuneration of the Chair

and the Non-Executive Directors.

Shareholder voting

As required under UK legislation, the current Remuneration Policy

was subject to a binding vote and approved at our 2024 AGMs. The

Implementation report, together with the annual statement by the

People & Remuneration Committee Chair, is subject to an advisory

vote each year as required by UK legislation. Under Australian

legislation, the Remuneration report as a whole is subject to an

advisory vote. All remuneration-related resolutions will be voted on

at the AGMs as Joint Decision Matters by Rio Tinto plc and

Rio Tinto Limited shareholders.

The differing approaches explained

As well as the difference in methodology for measuring

remuneration, there are key differences in how remuneration is

reported in the UK and Australia.

UK

•For reporting purposes, remuneration is divided into fixed and

variable elements.

•We report remuneration in the currency it is paid. For example,

where a UK executive is paid in pounds sterling, remuneration is

reported in pounds sterling.

•For reporting purposes, remuneration is divided into short- and

long-term elements.

•All remuneration is reported in US dollars, so using the previous

example, the UK executives’ remuneration would be converted to

US dollars using the average exchange rate for the financial year

(except STIP, which is converted at the year-end exchange rate).

The table below summarises the elements of each component of

remuneration, as well as the significant differences in the

approaches to measurement.

UK

FixedBase salary

Benefits

PensionThe value of the pension contribution and payment in lieu of pension paid during the year

VariableSTIP – cash element

STIP – deferred share element

LTIPValued at point of vesting

Total remuneration

Australia

Short-termBase salary

STIP – cash element

Cash benefits

Non-monetary benefits

Long-termSTIP – deferred share element Based on the amortised IFRS fair value of deferred shares at the time of grant

LTIP Based on the amortised IFRS fair value of the award at time of grant

Pension and superannuation valued on an accounting basis

Total remuneration

People & Remuneration Committee

Responsibilities

The Committee’s responsibilities are set out in our Terms of

Reference, which is reviewed annually, and published at

riotinto.com/corporategovernance.

Our responsibilities include:

People

•reviewing strategic workforce planning, including talent,

succession and development planning within the Group

•developing leaders’ skills

•overseeing and implementing the Board’s workforce engagement

plan and implementation.

Culture

•progressing implementation of the 2022 Everyday Respect Report

recommendations and the monitoring of broader cultural change

•developing strategies, initiatives and performance measures

around organisational culture and desired behaviours

•assessing the effectiveness of respect and inclusion policies.

Remuneration

•determining the Group’s remuneration strategy, policy

and framework

•determining the remuneration of the Chair, Executive Directors

and other members of the Executive Committee

•determining the mix and operation of the Group’s STIP and LTIP,

ensuring alignment with the company’s strategic objectives

•overseeing the operation of the Group’s STIP and LTIP for

executives, including approving awards, setting performance

criteria, and determining any outcomes or vesting, and, where

necessary, applying the consequence management framework to

current and prior awards

•determining contractual notice periods and termination

commitments, and setting retention and termination arrangements

for executives

•overseeing awards under the Group’s all-employee share plans

•the annual Directors’ Remuneration report, shareholder

engagement on the Remuneration Policy, including its

implementation, and other related matters including gender pay

•reviewing workforce remuneration and related policies, and the

alignment of incentives and rewards with culture and taking these

into account when setting the Policy for Executive Director

remuneration

•engaging independent external remuneration advisers.

We consider the level of pay and conditions for all employees

across the Group when determining executive remuneration.

Committee membership

The members of the Committee during the year and to the date of

this report were:

How we work

The Group Company Secretary (or their delegate) attends meetings

as secretary to the Committee. The Chief Executive, Chief People

Officer, Head of Reward and Head of Talent attend appropriate parts

of the meetings at the invitation of the Committee Chair. No

individual is in attendance during discussions about their own

remuneration.

Independent advisers

The Committee has a protocol for engaging and working with

remuneration consultants to ensure that “remuneration

recommendations” (being advice relating to the elements of

remuneration for KMP, as defined under the Australian Corporations Act

2001. are made free from undue influence by KMP to whom they may

relate. We monitored compliance with these requirements throughout

2025. Deloitte, the appointed independent advisers to the Committee,

gave declarations to the effect that any remuneration recommendations

were made free from undue influence by KMP to whom they related.

The Board has received assurance from the Committee and is satisfied

that this was the case.

Deloitte are members of the Remuneration Consultants’ Group, and

voluntarily operate under its Code of Conduct (the Code) in relation to

executive remuneration consulting in the UK. The Code is based

upon principles of transparency, integrity, objectivity, competence,

due care and confidentiality. Deloitte has confirmed that they

adhered to the Code throughout 2025 for all remuneration services

provided to Rio Tinto. The Code is available online at

remunerationconsultantsgroup.com.

The Committee is satisfied that the Deloitte team is independent. During

2025, Deloitte’s services also included attending Committee meetings,

providing support on executive changes in the year and giving advice in

relation to management proposals and shareholder consultations.

Deloitte was paid$520,856 for these services. Fees were charged on

the basis of time and expenses incurred. We received other services

and publications relating to remuneration data from a range of sources.

During the year, Deloitte also provided internal audit, tax compliance and

other non-audit advisory services. These services were provided under

separate engagement terms and the Committee is satisfied that there

were no conflicts of interest.

Executive Directors

Single total figure of remuneration - Realised pay (£’000)

The single total figure of remuneration reflects the value of remuneration actually realised in respect of the 2025 financial year. As described on page

129, this may differ from the statutory values shown in table 1a. Realised pay can vary significantly from both statutory and target remuneration

because a substantial proportion of executive pay is performance based and influenced by share price movements.

1. Values in the table and sections supporting the table reflect remuneration from appointment as Executive Director and Chief Executive on 25 August 2025.

2. Values in the table reflect remuneration to 24 August 2025 when he stepped down as Chief Executive and includes an apportionment of the 2025 STIP award for the period served as an

Executive Director. The STIP award for the full performance year is £1,678,733.

3. Dividend equivalent shares are applied on the vesting of the LTIP awards and, for the purposes of this table, are valued at the share price when the LTIP was awarded and included in

the face-value figure. The impact of share price change for LTIP awards vesting is included under the heading “Share price appreciation”. The value of the LTIP awards reported in 2024

has been restated to reflect the actual vested value.

The 2021 PSA, which had a performance period that ended on 31 December 2025, vested at nil. No value is therefore shown under LTIP

face value or share price appreciation for 2025.

Fixed remuneration

The Chief Executive’s salary on appointment in August 2025 was set below that of his predecessor with the intention to make higher increases as he

develops in the role. The Committee has assessed his performance and development since commencing as Chief Executive and feel it is appropriate

to award him a salary increase of 5%, slightly above the average UK employee rate. The Chief Financial Officer’s 2026 base salary increase is in line

with that to be awarded to the wider UK employee population of 2.7%. Base salaries are reviewed with a 1 March effective date.

1.£1,340,000 represents his salary on appointment on 25 August 2025.

Benefits (2025)

Include healthcare, allowance for professional tax compliance services, occasional spouse travel in support of the business which is deemed

to be taxable to the individual, and non-performance based awards under the all-employee share plans.

The benefits value for Simon Trott includes relocation benefits of circa £610,000 in connection with his transfer from Australia to the UK

on becoming Chief Executive and in line with our international transfer policy that applies to executives across the business.

Pension (2025)

Pension benefits can be paid either as contributions to Rio Tinto’s company pension fund, as a cash allowance, or both.

Short-term incentive plan (2025)

2025 outcome

For an executive’s STIP outcome, the weighted STIP financial and strategic scorecard results are added to determine the total result.

For executives remaining in role, the resulting STIP is delivered equally in cash and deferred shares.

1. The financial scorecard includes flexed financials (underlying EBITDA and STIP free cash flow), focusing on the achievement of financial plan commitments and unflexed financials

(underlying EBITDA and STIP free cash flow) aligned to market conditions for our commodities.

2. The strategic scorecard includes Excel in Development (exploration progression, studies progression and project execution metrics), Impeccable ESG (safety and decarbonisation

metrics), People and Culture (gender diversity and culture change progress metrics) and Social Licence (reputation and Local Voices metric).

Maximum STIP award is capped at 200% of base salary. Target performance represents 50% of maximum, and outstanding performance

represents 100% of maximum. The cash component of the STIP award will be paid in March 2026, and the remainder will be delivered in

deferred shares as a BDA, vesting in December 2028. On cessation of employment, any unvested deferred shares will lapse unless the

Committee decides the executive is an eligible leaver.

Under the STIP, an individual multiplier can be applied to reflect exceptional performance. This structure applies to all participants in the plan and is

used sparingly. A multiplier was applied to reflect Simon Trott’s exceptional performance in the year to significantly advance our operational

excellence, as summarised in the 2025 outcome table. In particular the Committee noted that in his previous role, the Iron Ore product group

delivered exceptional performance including recovery from the impacts of cyclones in Q1 followed by record rates of production. There were notable

uplifts in operational improvements allowing him to hand over a business that is in its best operational shape in many years. Since being appointed as

Chief Executive, Simon Trott has led and facilitated the Group’s most impactful transformation for many years. His revamped strategy was well

received by investors and is already reaping rewards with exceptional production performance in which production guidance was met or exceeded on

most commodities. The outcome following the application of the multiplier to his 2025 STIP is set out in the table on page 131 and on page 142.

Calculation of 2025 short-term incentive plan award

The following table summarises the calculation of the 2025 STIP award against the Group scorecard applicable to all STIP participants.

Group scorecard outcome

1. No payout below threshold. Threshold payout is nil for financial measures and Social Licence and 25% of maximum for the other strategic measures. Payout for achieving target

corresponds to 50% of maximum, going up in a straight line to outstanding, which represents 100% of maximum.

2. AIFR assesses the number of injuries per 200,000 hours worked by employees and contractors at managed operations. It includes medical treatment cases, restricted workday and lost-

day injuries. Outcome has been capped at target due to a permanent damage injury occurring in 2025.

3. The Safety Maturity Model (SMM) result is the average of the SMM scores achieved by the individual assets included in the safety maturity program.

4. For Decarbonisation, the progress of carbon abatement projects against incremental stages of development is calculated as the expected 2030 carbon reduction, measured in tonnes of

CO 2 e, contributed by each abatement project that passes a stage-gate during the calendar year. The scope is restricted to direct abatement initiatives under the Global Decarbonisation

Programs, including approved renewable energy, abatement and energy efficiency projects. Nature-based solution (NbS) offset projects are not in scope.

5. One Conceptual Study (CS) project was completed in 2025 and assigned a value of 1 credit. One project advanced to CS and is assigned a value of 0.5 credits. Also, 4 projects

progressed from Target Testing to Project of Merit and each is assigned a value of 0.25 credits.

2025 STIP financial measures and Group scorecard commentary

Performance review process for executives

The Committee conducts annual performance reviews for all executives. The key objectives for the performance review process are to:

•improve organisational effectiveness by creating alignment between the executive’s objectives, Rio Tinto’s strategy, the individual’s

leadership behaviours and the company’s values

•provide a consistent, transparent and balanced approach to measure, recognise and reward executive performance.

The Chief Executive conducts the review for members of the Executive Committee and recommends the performance outcomes to the Committee.

The Chief Executive’s performance is assessed by the Chair of the Board and is discussed and considered with the Committee and the Board.

Performance reviews for all executives took place in 2025 and early 2026.

Commentary on individual performance

Individual STIP multiplier outcome: +25% multiplier applied.

Jakob Stausholm

Individual STIP multiplier outcome: Not applied

Individual STIP multiplier outcome: Notapplied

2026 short-term incentive plan

This section outlines the operation of the 2026 STIP. For 2026, the STIP scorecard has increased the weight of the safety measure and

retained focus on key short-term decarbonisation elements.

2026 short-term incentive plan measures and weightings

A fatality deduction of at least 10% will be applied in the event of work-related fatalities. This deduction, combined with the higher 15%

weighting of the safety index, ensures the prominence of safety in the STIP structure. The specific targets for the 2026 STIP are considered

by the Board to be commercially sensitive and will be disclosed alongside the outturn retrospectively in the 2026 Implementation report.

Long-term incentive plan

PSA granted in 2021 were based on 2 performance conditions, both measured over a 5-year performance period:

•TSR relative to the EMIX Global Mining Index – 50%

•TSR relative to the MSCI World Index – 50%

Calculation of 2021 PSA vesting

The dual TSR measures recognise that the company competes in the global market for investors as well as within the mining sector, and

rewards executives for returns over the long term that outperform both the broader market and the mining sector. Over the 5-year

performance period to 31 December 2025, Rio Tinto’s TSR was 66.4%, which was below the TSR of both indices, resulting in a below

threshold outcome and nil vesting.

1. The EMIX Global Mining Index was decommissioned on 31 July 2023 and therefore it was necessary to identify a replacement index for the remainder of the performance period. The

Committee considered a range of alternative indices and determined that S&P’s replacement index (the S&P Global Mining Index) was the most suitable, given the overlap in

constituents and close correlation in performance. TSR performance was calculated by our independent remuneration consultants tracking the EMIX Global Mining Index to 31 July 2023

and the S&P Global Mining Index thereafter. This methodology will apply to all relevant outstanding PSA.

For reference, the 2020 PSA vested at 12.75% on 20 February 2025 at Rio Tinto plc and Rio Tinto Limited share prices of £50.76 and

A$119.66 respectively (closing share price on the day prior to vesting). Dividend equivalents for the Executive Directors were equal to 40% of

the vested awards.

Long-term incentive plan awards granted in 2025

These awards are subject to TSR performance relative to the constituents of the S&P Global Mining Index (53.3%) and MSCI World Index

(26.7%), and a decarbonisation scorecard (20%) as set out in the Performance measures section below.

1. In line with the Policy, the grant price for PSA is determined by reference to the average share price for the financial year prior to the year of grant. The grant price of £51.35 and

A$121.69 represents the Rio Tinto plc and Rio Tinto Limited average share prices for 2024.

Long-term incentive plan awards due to be granted in 2026

1. In line with Policy, and as we have done since 1998, awards are calculated using the average share price over the previous financial year to mitigate the impact of short-term volatility in

the share price. The PSA granted in 2026 will therefore be calculated using the average share price for Rio Tinto plc over 2025, which was£48.18.

Performance measures

For PSA granted in 2025 and 2026, 80% of the award is based on relative TSR measured on a weighted ranked basis, with two-thirds of the

TSR element measured relative to sector peers (constituents of the S&P Global Mining Index) and one-third measured against a broader

market reference point (constituents of the MSCI World Index). The remaining 20% of the awards will be based on strategic measures,

which, for PSA granted in 2025, are linked to decarbonisation and, for PSA to be granted in 2026, will be assessed against both

decarbonisation progress and achievement against broader strategic objectives.

Decarbonisation (LTIP awards granted in 2024 and 2025)

Given the scale and complexity of our emissions portfolio, our decarbonisation ambitions, and the multi-year nature of this transition,

performance and progress will be assessed through a balanced scorecard approach. This scorecard incorporates a combination of metrics

designed to capture both opportunities and risks associated with the energy transition, with the aim of incentivising long-term competitive

advantage. The balanced scorecard comprises equally weighted elements assessed over a 3-year performance period.

Measures and targets for the 2024 and 2025 awards, including an update on performance tracking, are summarised below.

The Committee will retain discretion in determining vesting outcomes and where required will adjust targets or baselines in relation to any

material changes to the portfolio, such as following acquisitions, divestments orclosure.

Strategic scorecard (LTIP awards granted in 2026)

The December 2025 Capital Markets Day unveiled a refreshed strategy with the aim of delivering industry-leading returns by implementing a

stronger, sharper and simpler way of working. The refreshed strategy has 3 strategic priorities focused on driving step change in

performance and returns for shareholders. These priorities place strategic focus around operational excellence, project execution and capital

discipline, with our ambitious decarbonisation goal of 50% emissions reductions remaining a key priority. For 2026, changes to the LTIP

strategic scorecard will be made to incentivise for progress against the 3 strategic priorities, while retaining the most critical and relevant

decarbonisation linked metrics.

The scorecard and scoring matrix that will apply to 20% of the 2026 LTIP awards and which will be assessed over a 3-year performance

period is set out below. The remaining 80% of the 2026 LTIP awards will continue to be subject to TSR measures.

Executive Directors’ shareholding

In line with our share ownership policy, Executive Directors’ shareholdings are set based on owning a fixed number of Rio Tinto shares,

which can be met through a holding of Rio Tinto plc shares, Rio Tinto Limited shares or a combination thereof.

The shareholdings shown above include 50% of the number of unvested BDA held by each executive. We operate a post-employment

shareholding requirement for Executive Directors and Jakob Stausholm will be subject to this requirement for 2 years following his

termination of employment.

Either party can terminate their contract with notice in writing, or immediately in the case of the company by paying the base salary only in lieu of any

unexpired notice.

Executives’ external and other appointments

None of the Executive Directors currently has an external directorship.

Loss of office payments

Jakob Stausholm stepped down from his role as an Executive Director and Chief Executive on 24 August 2025. His employment will cease at

the end of his 12 month notice period on 23 May 2026, and he will continue to receive his base salary and contractual benefits up to his

termination date, participating in the STIP for the 2025 performance period but not for 2026. He will also receive payment for any accrued

and unused annual leave in line with relevant legislation and policy. Outstanding LTIP and all-employee share awards will be treated in

accordance with eligible leaver provisions of each plan and in accordance with our Policy, with pro-rating for service where applicable. All

LTIP awards will vest on their normal vesting dates with the PSA remaining subject to achievement of applicable performance conditions. He

will remain subject to a 2-year post-employment shareholding requirement.

Past director payments

There were no payments to past directors in excess of the de minimis threshold of £15,000.

Chief Executive’s remuneration over time

1. STIP award and PSA vesting percentages restated following release from the deed of deferral as described in prior Directors’ Remuneration reports.

2. Jakob Stausholm joined Rio Tinto in September 2018 and became Chief Executive on 1 January 2021. Therefore, he did not participate in the 2017 LTIP which vested at 66.7% of maximum.

3. The 2024 single total figure of remuneration for Jakob Stausholm reported in the 2024 Directors’ Remuneration report was £3.564 million, based on the estimated value of the 2020 PSA

which vested at 12.75%. The single total figure of remuneration for 2024 shown above is restated and based on the actual vesting share price of £50.76.

4. Jakob Stausholm stepped down as Chief Executive on 24 August 2025 and Simon Trott became Chief Executive on 25 August 2025

The effect of performance on the value of shareholdings, as measured by TSR delivered over the past 5 years, based on the sum of

dividends paid and share price movements during each calendar year, is detailed in the table below.

The data presented in this table reflects the dual corporate structure of Rio Tinto. We weight the 2 Rio Tinto listings to produce a Group TSR

figure in line with the weighting methodology used for the 2021 PSA. The TSR figure has been calculated using spot Return Index data from

DataStream as at the last trading day for the year, which is a different methodology than used to calculate the PSA outcome.

Total shareholder return

The vesting of the PSA granted in 2021 was subject to a relative

TSR measure against the S&P Global Mining Index (transitioned

from the EMIX Global Mining Index following its decommissioning in

July 2023) and the MSCI World Index.

The graph below shows Rio Tinto’s TSR performance for the 2021

PSA using the same methodology as that used to calculate the

vesting for the PSA granted in 2021, with a performance period that

ended on 31 December 2025.

Total shareholder return - 5 year

1. TSR for the MSCI and EMIX/S&P indices has been calculated using 12-month average

Return Index data for the year sourced from DataStream.

2. Rio Tinto's Group TSR has been calculated using a weighted average for Rio Tinto plc

and Rio Tinto Limited. The weighting is based on the free-float market capitalisation of

each entity as at the start of the period.

The following graph illustrates the TSR performance of the Group

against the S&P Global Mining Index (and for periods to 31 July

2023 against the EMIX Global Mining Index) and the MSCI World

Index over the 10 years to the end of 2025.

The graph meets the requirements of Schedule 8 of the UK Large

and Medium-sized Companies and Groups (Accounts and Reports)

Regulations 2008 (as amended) and is not an indication of the

vesting of PSA granted in 2021.

Total shareholder return - 10 year

1. TSR has been calculated using spot Return Index data as at the last trading day for the

year sourced from DataStream.

2. Rio Tinto's Group TSR has been calculated using a weighted average for Rio Tinto plc

and Rio Tinto Limited. The weighting is based on the free-float market capitalisation of

each entity as at the start of the period.

Other executive key management personnel

This section sets out remuneration information pertaining to

executive key management personnel (KMP) excluding the Chief

Executive and the Chief Financial Officer. The Policy applicable to

the Executive Directors is also applicable to the other executive

KMP with variances specified in this section.

The remuneration mix for other executive KMP under this Policy is

set out in the chart below.

2025 remuneration mix

Maximum

Target

2025 assumptions

Fixed pay includes base salary, pension and benefits. The value of

benefits is estimated at 7% of base salary.

No assumption has been made for growth in share price and

payment of dividend equivalents.

The table below outlines the positions held by the other executive KMP and their respective dates of appointment:

Base salaries for executive KMP members are reviewed annually by the Committee, with increases generally aligned with the wider

employee population in the relevant jurisdiction. Variations may occur in instances in which an individual has changed position, or the

position’s duties and responsibilities have been enlarged, for example as a result of a reorganisation or acquisition, or where an individual’s

remuneration has fallen below comparable positions in the market.

Short-term incentive plan

Overview of 2025 short-term incentive plan weightings and measures

The measures and weightings used to determine STIP awards for executives in 2025 are set out on page 131.

The 2025 STIP awards are detailed in the table below. The amounts reflect the application of a 10% fatality deduction to the overall

STIP outcome.

1. For the period from 27 August 2025 when Matthew Holcz became KMP.

2. For the period to 26 August 2025 during which Sinead Kaufman was KMP.

3. For the period to 24 August 2025 during which Simon Trott was Chief Executive, Iron Ore.

Share ownership

The following table shows the share ownership level for other

executive KMP as a percentage of their overall requirement. Share

ownership levels are set for each individual based on a fixed

number of shares and range between 48,000 to 54,000 Rio Tinto plc

shares or 40,000 to 46,000 Rio Tinto Limited shares.

Each executive KMP listed below is relatively new in role and will

continue to build up to their requirement over time.

KMP service contracts can be terminated by the company or

executive with 12 months’ notice in writing, or immediately by the

company by paying base salary only in lieu of any unexpired notice.

Other KMP appointments

All newly appointed executives have received a remuneration

package that is aligned with our Policy and comprises: base salary

in line with market benchmarks; target STIP opportunity of 100% of

base salary (with maximum opportunity of 200% of base salary);

LTIP awards of up to 500% of base salary; company pension

contributions of 14% of base salary; and other benefits such as

company-provided healthcare coverage, and continued eligibility to

participate in the all-employee share plans. A minimum shareholding

requirement applies on appointment to be built up over

subsequent years.

Executive departures

Sinead Kaufman ceased to be a KMP on 26 August 2025 and will

leave the Group in 2026. She will continue to receive base salary,

pension contributions and contractual benefits up until the cessation

of her employment. Should her employment cease before the end of

her 12 month notice period, she will be paid base salary in lieu of

any remaining notice period. She will also receive payment for any

accrued but unused annual leave and long service leave on

cessation of employment in line with relevant legislation and policy.

She will be treated as an eligible leaver for the purposes of STIP,

LTIP and all-employee share awards.

Broader employee disclosures

Chief Executive pay ratio

The ratio of the single total figure of remuneration for the

Chief Executive to the lower quartile, median and upper quartile of

the Rio Tinto UK employee population for 2025 is set out in the table

below.

1. The 2025 data is based on a consolidation of the remuneration data of both Chief

Executives who served in 2025.

2. The 2024 pay ratio data has been restated based on actual pay outcomes for the Chief

Executive in 2024.

The ratios have been calculated using the option ‘A’ methodology for

UK employees at 31 December 2025. The median Chief Executive

pay ratio of 23:1 is slightly higher than the prior year, primarily due to

the benefits provided in relation to the relocation of the new Chief

Executive from Australia to the UK. The Committee continues to be

mindful of the relationship between executive remuneration and that

of our broader workforce, and the Committee’s decision-making will

continue to be supported by regular and detailed reporting on these

matters.

Relative spend on remuneration

The table below shows our relative spend on remuneration across

our global employee population and distributions to shareholders in

the year. We have also shown other significant disbursements of the

company’s funds for comparison.

1. Total employment costs for the financial year as per note 7 to the financial statements.

2. Distributions to shareholders include equity dividends paid to owners of Rio Tinto shares

as per the consolidated cash flow statement.

3. Purchase of property, plant and equipment, and intangible assets, and corporate income

tax paid during the financial year are as per the consolidated cash flow statement.

Change in Director and employee pay

In the table below, we compare the annual changes in salary and annual incentives of the Directors for the past 5 years, to that of the

Australian employee population. Column “a” represents the percentage change in salary and fees; values in column “b” represent the

percentage change in annual incentive outcomes for performance periods in respect of each financial year.

1. Change in salary and fees compared on an annualised basis to smooth the impact of part-year appointments or departures.

2. The percentage change in annual incentive compares the incentive outcomes for the 2024 performance year to those for the 2025 performance year.

3. No prior year data as appointed as an Executive Director in 2025.

4. Since Rio Tinto plc, the statutory entity for which this disclosure is required, does not have any employees, we have included voluntary disclosure of the change in employee salary and

incentives for our Australian employees who make up more than 40% of our employee population. The disclosure does not include benefits as there have been no changes in the benefit

entitlements.

“–” in the table signifies no reported change as a result of the absence of comparable data.

Non-Executive Directors

Annual fees payable

The table below shows the annual fee structure as at 1 March 2025

and 1 March 2026 for the Chair and Non-Executive Directors. This

reflects an increase to the fees for Nominations & Governance

Committee members effective 1 January 2026 in recognition of the

increased scope of the Committee for governance.

The Chair and Non-Executive Directors’ letters of appointment from

the company stipulate their terms of appointment, including their

duties and responsibilities as Directors. Each Non-Executive

Director is appointed subject to their election and annual

re-election by shareholders.

The Chair’s appointment may be terminated by either party giving

12 months’ notice, and Non-Executive Directors’ appointments may

be terminated by either party giving 3 months’ notice.

Positions held and share ownership

Rio Tinto has a policy that encourages Non-Executive Directors to

build up a Rio Tinto shareholding. The shareholding target in 2025 is

1,800 Rio Tinto Limited shares or 2,200 Rio Tinto plc shares or

2,100 Rio Tinto ADRs (or a combination thereof), and will be

reviewed every 2 years. A higher target of 12,700 Rio Tinto Limited

shares applies to the Chair. Details of Non-Executive Directors’

shareholdings in the Group, are set out in table 2 on page 146.

We list in the table below the Non-Executive Directors who held

office during 2025 and their shareholdings as a percentage of their

2025 requirement. Each held office for the whole of 2025 unless

otherwise indicated. Their years of appointment are reported in

“Board of Directors” on pages 104-105.

1. Sam Laidlaw and Kaisa Hietala stepped down from the Board at the conclusion of the

2025 AGM on 1 May 2025.

2. Simon Henry and Martina Merz stepped down from the Board on 23 October 2025.

We set out details of each element of remuneration, and the

single total figure of remuneration, paid to the Chair and Non-

Executive Directors during 2025 and 2024, in US dollars in table 1b

on page 146. No termination or share-based payments were made

in the year. Statutory minimum superannuation contributions for

Non-Executive Directors are deducted from the Director’s overall fee

entitlements when these are required by Australian superannuation

law.

The total fee and allowance payments made to the Chair and

Non-Executive Directors in 2025 were within the maximum

aggregate annual amount of £4 million set out in the Group’s

constitutional documents, approved by shareholders at the

2024 AGMs.

Other statutory disclosures

Other share plans

All-employee share plans

The Committee believes that all employees should be given the

opportunity to become shareholders in our business, and that share

plans help engage, retain and motivate employees over the long

term. Rio Tinto’s share plans are therefore part of its standard

remuneration practice to encourage employee share ownership and

create alignment with the shareholder experience. Executives may

participate in broad-based share plans that are available to

employees generally and to which performance conditions do not

apply.

A global employee share purchase plan is normally offered to all

eligible employees unless there are local jurisdictional restrictions.

Under the plan, employees may acquire shares up to the value of

$5,250 (or equivalent in other currencies) per year or capped at 15%

of their base salary, if lower. Each share purchased will be matched

by the company, providing the participant holds the shares, and is

still employed, at the end of the 3-year vesting period.

Approximately 37,000 of our employees (70% of those eligible) are

shareholders as a result of participating in these plans. In the UK,

these arrangements are partially delivered through the UK Share

Plan which is a UK tax-approved arrangement. Under this plan,

eligible participants may also receive an annual award of Free

Shares up to the limits prescribed under UK tax legislation.

Management Share Awards

Management Share Awards (MSA) are designed to help the Group

attract the best employees in a competitive labour market, and to

retain key individuals as we deliver our long-term strategy. MSA are

conditional share awards that are not subject to a performance

condition. They typically vest at the end of 3 years, subject to

continued employment. Shares to satisfy the awards are bought in

the market, issued or reissued from Treasury.

Shareholder voting

In the table below, we set out the results of the remuneration-related

resolutions voted on at the Group’s 2025 AGMs including the most

recent voting outcomes of the Remuneration Policy.

1. A vote “withheld” is not a vote in law and is not counted in the calculation of the

proportion of votes for and against the resolution.

Table 1a – Executive KMP remuneration

The table below reports remuneration in line with Australian statutory requirements. See page 129 for a description of how disclosure in this

table differs from realised pay.

Notes to table 1a – Executives’ remuneration

1.“Table 1a – Executives KMP remuneration” is reported in US$ using A$1 = US$0.64492; £1 = US$1.31854; C$1 = US$0.71574 which are average rates for 2025, except for the cash

element of the STIP which use 31 December 2025 year-end rates of A$1 = US$0.67005; £1 = US$1.3474; C$1 = US$0.73086.

2.“Cash bonus” relates to the cash portion of the 2025 STIP award to be paid in March 2026.

3.“Other cash-based benefits” typically include cash in lieu of company pension or superannuation contributions. For Simon Trott this also includes benefits related to his relocation from

Australia to the UK following his appointment as Chief Executive, in line with the company’s international transfer policy.

4.“Non-monetary benefits” for executives typically include healthcare coverage, professional tax compliance services/advice, flexible perquisites and, where applicable, leave accruals and

mobility-related benefits. For Simon Trott this also includes benefits related to his relocation from Australia to the UK.

5. The figures for Simon Trott reflect his remuneration for the full financial year covering both roles served in the year of Chief Executive, Iron Ore and Group Chief Executive.

6. The figures for Jakob Stausholm reflect his remuneration up until he ceased to be a KMP on 24 August 2025. His total remuneration up until 31 December 2025 was $9.17 million. The

figures for Matthew Holcz reflect his remuneration from the date he commenced being a KMP on 27 August 2025. His total remuneration for the year ended 31 December 2025 was

$1.72 million. The figures for Sinead Kaufman reflect her remuneration up until she ceased to be a KMP on 26 August 2025. Her total remuneration up until 31 December 2025 was

$3.38 million.

7. The “Value of share-based awards” has been determined in accordance with the recognition and measurement requirements of IFRS 2 "Share-based Payment". The fair value of awards

granted as BDA, PSA and MSA have been calculated at their dates of grant using valuation models provided by external consultants, Lane Clark and Peacock LLP, including an

independent Monte Carlo valuation model, which take into account the constraints on vesting attached to these awards. Further details of the valuation methods and assumptions used

for these awards are included in note 28 (Share-based Payments) in the financial statements. The fair value of other share-based awards is measured at the purchase cost of the shares

from the market. The share-based values disclosed in this table do not reflect amounts actually paid in 2025 or the value of shares that will ultimately vest.

8.“BDA” represents the portion of the 2022–2025 STIP awards deferred into Rio Tinto shares.

9.“Others” includes the Global Employee Share Plan (myShare) and the UK Share Plan.

10. Any costs related to defined benefit pension plans and post-retirement medical benefits are the service costs attributable to the individual, calculated in accordance with IAS 19. The cost

for defined contribution pension plans is the amount contributed in the year by the company.

11.“Total remuneration” represents the disclosure of total emoluments and compensation required under the Australian Corporations Act 2001 and applicable accounting standards.

Further details in relation to aggregate remuneration for executives, including Directors, are included in note 30 (Directors’ and key

management remuneration).

Table 1b – Non-Executive Directors’ remuneration

1. Remuneration is reported in US$. The amounts have been

converted using the 2025 annual average exchange rates

of £1 = US$1.31854 and A$1 = US$0.64492.

2.“Fees and allowances” comprises the total fees for the

Chair and all Non-Executive Directors (NED), and travel

allowances for the NED.

3.“Non-monetary benefits” include, as in previous years,

amounts that are deemed by the UK tax authorities to be

benefits in kind relating largely to the costs of Directors’

expenses in attending Board meetings held at the

company’s UK-registered office (including associated

accommodation and subsistence expenses) and

professional tax compliance services/advice. Given these

expenses are incurred by Directors in the fulfilment of their

duties, the company pays the tax on them.

4. The statutory minimum superannuation contributions

required by the Australian superannuation law and paid for

the Australia-based NEDs are included in “Post-

employment benefits”.

5. Represents disclosure of the single total figure of

remuneration under Schedule 8 of the Large- and

Medium-sized Companies and Groups (Accounts and

Reports) Regulations 2008 (as amended) and total

remuneration under the Australian Corporations Act

2001 and applicable accounting standards.

6. The amounts reported for Simon Henry and Martina

Merz reflect the period of active Board membership from

1 January 2025 to 23 October 2025.

7. The amounts reported for Kaisa Hietala reflect

the period of active Board membership from

1 January 2025 to 1 May 2025.

8. The amounts reported for Sam Laidlaw reflect

the period of active Board membership from

1 January 2025 to 1 May 2025, as well as consulting fees

paid for the period from 2 May 2025 to 12 June 2025.

For more information, further details in relation to aggregate remuneration for executives, including Directors, are included in note 30 (Directors’ and key management remuneration).

Table 2 – Directors’ and executives’ beneficial interests in Rio Tinto shares

1. Rio Tinto plc ordinary shares or American Depositary Receipts.

2. Or date of appointment, if later.

3. Or date of retirement/date stepped down from the Board or Executive Committee, if earlier.

4. Latest practicable date prior to the publication of the 2025 Annual Report, in accordance with LR 9.8.6A.

5. Shares obtained through awards under the Rio Tinto UK Share Plan, the Global Employee Share Plan and/or vesting of the PSA, MSA and BDA granted under the Group’s LTIP arrangements.

6. Share movements due to the sale or purchase of shares, or shares received under dividend reinvestment plans.

7. Simon Henry and Martina Merz retired as Non-Executive Directors on 23 October 2025. Kaisa Hietala and Sam Laidlaw retired as Non-Executive Directors on 1 May 2025. Jakob

Stausholm stepped down from the Executive Committee on 24 August 2025. Matthew Holcz was appointed to the Executive Committee from 27 August 2025. Sinead Kaufman stepped

down from the Executive Committee on 26 August 2025.

Interests in outstanding BDA, MSA and PSA, the UK Share Plan and the Global Employee Share Plan are set out in table 3 and 3a on pages

147-149.

Table 3 – Plan interests (awards of shares under long-term incentive plans)

1. Awards denominated in pounds sterling were for Rio Tinto plc ordinary shares of 10 pence each and awards denominated in Australian dollars were for Rio Tinto Limited shares.

All awards are granted over ordinary shares.

2. The weighted fair value per share of Bonus Deferral Awards and Management Share Awards granted in March 2025 was £49.07 for Rio Tinto plc and A$119.53 for Rio Tinto Limited. For

Performance Share Awards granted in March 2025, the values were £30.45 for Rio Tinto plc and A$74.02 for Rio Tinto Limited. Conditional awards are awarded at no cost to the

recipient and no amount remains unpaid on any shares awarded.

3. The amount in US dollars has been converted at the rate of US$1.32 = £1 and US$0.64 = A$1, being the average exchange rates for 2025.

4. Matthew Holcz was appointed as KMP on 27 August 2025.

5. Sinead Kaufman and Jakob Stausholm stepped down from the Executive Committee on 26 August 2025 and 24 August 2025 respectively.

6. For the Performance Share Awards granted on 18 March 2021 with a performance period that concluded on 31 December 2025, 0% of the award vested.

7. The closing price at 31 December 2025 was £59.94 for Rio Tinto plc ordinary shares and was A$146.82 for Rio Tinto Limited ordinary shares. The high and low prices during 2025 of Rio

Tinto plc and Rio Tinto Limited shares were £60.47 and £40.25 and A$148.80 and A$100.75 respectively.

8. As of 5 February 2026, the above members of the Executive Committee held 1,631,196 shares awarded and not vested under long-term incentive plans. No Executive Committee

member held any options.

Table 3a – Plan interests (award of shares under all-employee share arrangements)

1. All shares shown are Rio Tinto plc shares except in the case of Sinead Kaufman which are Rio Tinto Limited shares.

2. myShare and UK Share Plan Matching share awards are granted on a quarterly basis (January, April, July and October) throughout the year.

3. The vesting of a Matching share is dependent on continued employment with Rio Tinto and the retention of the associated Investment share purchased by the participant for

3 years.

4. UK Share Plan Free shares vest after 3 years.

5. UK Share Plan awards shown above and the vested Matching shares under myShare are included, where relevant, in the executive’s share interests in table 2.

6. All currency figures are shown in USD and rounded.

7. Both Matthew Holcz and Simon Trott hold no unvested awards across myShare and/or UK Share Plan and also have not received or had awards vest during 2025.

This Directors’ Remuneration report is delivered in accordance

with a resolution of the Board, and has been signed on behalf of

the Board by:

People & Remuneration Committee Chair