EX-99.3 4 ex3results.htm EX-99.3 Document

EXHIBIT 99.3
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Notice to ASX/LSE

Results of Rio Tinto annual general meetings
6 May 2026

The annual general meetings of Rio Tinto plc and Rio Tinto Limited were held on 6 May 2026 as contemporaneous meetings in London and in Perth respectively.
Under Rio Tinto’s dual-listed companies (DLC) structure, decisions on significant matters affecting shareholders of Rio Tinto plc and Rio Tinto Limited in similar ways are proposed as Joint Decision Matters, and the poll is voted on by shareholders of both companies as a joint electorate. Resolutions 1 to 17 contained in the notices of meeting of each Rio Tinto plc and Rio Tinto Limited fall into this category. The results of these resolutions proposed as Joint Decision Matters are set out in table 1 below.
In addition to these Joint Decision matters, Resolutions 18 to 21 in the Rio Tinto plc notice of meeting were put to Rio Tinto plc shareholders only. The results of these resolutions are set out in table 2 below. Resolution 18 in the Rio Tinto Limited notice of meeting was put to Rio Tinto Limited shareholders only. The result of this resolution is set out in table 3 below.
All resolutions were carried.
The results of the Rio Tinto plc polls were certified by the scrutineer, Computershare Investor Services PLC, and the results of the Rio Tinto Limited polls were as reported by the duly appointed returning officer, a representative of Computershare Investor Services Pty Limited. Information on the final proxy positions for each meeting is detailed in Appendix 1, and the votes cast on each resolution as a percentage of the issued capital of each company is set out on our website at riotinto.com/agm.
Table 1
The following Joint Decision Matter resolutions were put to the Rio Tinto plc and Rio Tinto Limited shareholders by polls at the annual general meetings. The results of the polls were as follows:
ResolutionTotal Votes CastForAgainstWithheld/ Abstained ¹
Number%Number%
1.Receipt of the 2025 Annual Report1,141,782,786 1,139,524,830 99.80 2,257,956 0.20 4,355,346 
2.Approval of the Directors’ Remuneration Report: Implementation Report1,137,718,341 1,123,351,144 98.74 14,367,197 1.26 8,408,314 
3.Approval of the Directors’ Remuneration Report1,137,693,665 1,122,205,625 98.64 15,488,040 1.36 8,439,830 
4.Approval of potential termination benefits1,143,540,123 1,140,183,109 99.71 3,357,014 0.29 2,591,753 
5.To elect Simon Trott as a Director1,144,191,874 1,137,594,657 99.42 6,597,217 0.58 1,945,245 
6.To re-elect Dominic Barton BBM as a Director1,144,114,395 1,085,812,832 94.90 58,301,563 5.10 2,026,996 


Notice to ASX/LSE

7.To re-elect Peter Cunningham as a Director1,144,120,201 1,132,566,187 98.99 11,554,014 1.01 2,017,451 
8.To re-elect Dean Dalla Valle as a Director1,142,175,661 1,096,743,758 96.02 45,431,903 3.98 3,958,500 
9.To re-elect Susan Lloyd-Hurwitz AM as a Director1,144,063,222 1,138,147,801 99.48 5,915,421 0.52 2,070,939 
10.To re-elect Jennifer Nason as a Director1,144,059,543 1,130,625,559 98.83 13,433,984 1.17 2,067,668 
11.To re-elect Joc O’Rourke as a Director1,144,064,997 1,129,694,258 98.74 14,370,739 1.26 2,066,944 
12.To re-elect Sharon Thorne as a Director1,143,347,910 1,115,950,217 97.60 27,397,693 2.40 2,784,051 
13.To re-elect Ngaire Woods CBE as a Director1,143,787,293 1,127,606,732 98.59 16,180,561 1.41 2,344,668 
14.To re-elect Ben Wyatt as a Director1,144,074,094 1,114,947,148 97.45 29,126,946 2.55 2,057,867 
15.Re-appointment of auditors1,143,508,124 1,142,887,254 99.95 620,870 0.05 2,622,678 
16.Remuneration of auditors1,144,089,757 1,143,246,851 99.93 842,906 0.07 2,041,942 
17.Authority to make political donations1,137,752,537 1,129,485,391 99.27 8,267,146 0.73 8,379,542 

¹ In calculating the results of the respective polls under the joint electoral procedure, “withheld” votes at Rio Tinto plc’s meeting are aggregated with “abstained” votes at Rio Tinto Limited’s meeting. For all relevant purposes “withheld” votes and “abstained” votes have the same meaning. They are not included in the calculation of the proportion of votes for and against each resolution.

Table 2

The following resolutions were put to Rio Tinto plc shareholders only and were carried. Resolution 18 was carried as an ordinary resolution and Resolutions 19 to 21 as special resolutions. In accordance with the UK Listing Authority’s Listing Rule 6.4.2, copies of all the resolutions passed by Rio Tinto plc shareholders, other than ordinary business, will be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The results of the polls were as follows:

ResolutionTotal Votes CastForAgainstWithheld/ Abstained
Number%Number%
18.General authority to allot shares928,358,859 900,839,073 97.04 27,519,786 2.96 1,849,045 
19.Disapplication of pre-emption rights927,655,170 903,490,325 97.40 24,164,845 2.60 2,552,734 
20.Authority to purchase Rio Tinto plc shares928,505,682 744,695,870 80.20 183,809,812 19.80 1,714,735 
21.Notice period for general meetings other than AGMs928,493,723 894,986,475 96.39 33,507,248 3.61 1,714,181 




Notice to ASX/LSE

Table 3
Resolution 18 below was put to Rio Tinto Limited shareholders only. Resolution 18 was carried as an ordinary resolution. The results of the poll were as follows:

ResolutionTotal Votes CastForAgainst
Withheld /
Abstained
Number%Number%
18.Renewal of on-market share buy-back authority213,856,711 211,374,956 98.84 2,481,755 1.16 2,065,693 
Rio Tinto plc LEI: 213800YOEO5OQ72G2R82
Rio Tinto Limited LEI: 529900X2VMAQT2PE0V24


Notice to ASX/LSE

Contacts
Please direct all enquiries to media.enquiries@riotinto.com
Media Relations,
United Kingdom

Matthew Klar
M +44 7796 630 637

David Outhwaite
M +44 7787 597 493

Media Relations,
Australia

Matt Chambers
M +61 433 525 739

Alyesha Anderson
M +61 433 525 739

Rachel Pupazzoni
M +61 438 875 469

Bruce Tobin
M +61 419 103 454
Media Relations,
Canada

Vanessa Damha
M +1 514 715 2152

Malika Cherry
M +1 418 592 7293


Media Relations,
US & Latin America

Jesse Riseborough 
M +1 202 394 9480 
Investor Relations,
United Kingdom

Rachel Arellano
M +44 7584 609 644

David Ovington
M +44 7920 010 978

Laura Brooks  
M +44 7826 942 797 

Weiwei Hu  
M +44 7825 907 230
Investor Relations,
Australia

Tom Gallop
M +61 439 353 948

Eddie Gan Och
M +61 477 599 714

Rio Tinto plc
6 St James’s Square
London SW1Y 4AD
United Kingdom
T +44 20 7781 2000

Registered in England
No. 719885
Rio Tinto Limited
Level 43, 120 Collins Street
Melbourne 3000
Australia
T +61 3 9283 3333

Registered in Australia
ABN 96 004 458 404

This announcement is authorised for release to the market by Andy Hodges, Rio Tinto’s Group Company Secretary.

riotinto.com


Notice to ASX/LSE

Appendix 1

FINAL PROXY POSITION

Shareholders are encouraged to look at the voting figures provided in the main part of this announcement, as proxy figures may not be an accurate indication of the voting at the annual general meetings; a proxy is an authority or direction to the proxy holder to vote and not a vote itself. As such, the proxy figures do not reflect the votes cast by shareholders who attend the meeting in person, or through an attorney or corporate representative.

References in this appendix in respect of resolutions 1-17 to an appointment specifying that a proxy abstain on a resolution should, when referring to voting at Rio Tinto plc’s annual general meeting, be taken as references to the appointment specifying that the proxy withhold from voting on a resolution.

The proxy positions for each company (excluding the proxy votes carried from one meeting to the other meeting by the Special Voting Shares in accordance with the DLC structure) for the resolutions put to both Rio Tinto plc and Rio Tinto Limited shareholders under the joint electoral procedure were as follows:


PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS Rio Tinto plcRio Tinto Limited
1. Receipt of the 2025 Annual Report
Total number of proxy votes exercisable by all proxies validly appointed:927,231,222 214,467,614 
Total number of proxy votes in respect of which the appointments specified that the proxy: 
(i) was to vote for the resolution925,192,756 212,940,316 
(ii) was to vote against the resolution1,839,008 418,946 
(iii) was to abstain on the resolution2,966,685 1,387,890 
(iv) may vote at the proxy's discretion199,458 1,108,352 
2. Approval of the Directors’ Remuneration Report: Implementation Report
Total number of proxy votes exercisable by all proxies validly appointed:922,113,926 215,534,877 
Total number of proxy votes in respect of which the appointments specified that the proxy: 
(i) was to vote for the resolution909,700,743 212,790,256 
(ii) was to vote against the resolution12,211,232 1,654,317 
(iii) was to abstain on the resolution8,083,600 321,478 
(iv) may vote at the proxy's discretion201,951 1,090,304 


Notice to ASX/LSE

PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS Rio Tinto plcRio Tinto Limited
3. Approval of the Directors’ Remuneration Report
Total number of proxy votes exercisable by all proxies validly appointed:922,091,904 215,531,786 
Total number of proxy votes in respect of which the appointments specified that the proxy: 
(i) was to vote for the resolution908,868,229 212,479,922 
(ii) was to vote against the resolution13,024,694 1,973,376 
(iii) was to abstain on the resolution8,105,622 324,867 
(iv) may vote at the proxy's discretion198,981 1,078,488 
4. Approval of potential termination benefits
Total number of proxy votes exercisable by all proxies validly appointed:928,268,914 215,196,539 
Total number of proxy votes in respect of which the appointments specified that the proxy: 
(i) was to vote for the resolution926,310,588 212,980,373 
(ii) was to vote against the resolution1,759,698 1,100,539 
(iii) was to abstain on the resolution1,928,993 660,114 
(iv) may vote at the proxy's discretion198,628 1,115,627 
5. To elect Simon Trott as a Director
Total number of proxy votes exercisable by all proxies validly appointed:928,515,740 215,594,253 
Total number of proxy votes in respect of which the appointments specified that the proxy: 
(i) was to vote for the resolution921,933,866 214,276,738 
(ii) was to vote against the resolution6,379,851 217,364 
(iii) was to abstain on the resolution1,682,167 262,400 
(iv) may vote at the proxy's discretion202,023 1,100,151 


Notice to ASX/LSE

PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS Rio Tinto plcRio Tinto Limited
6. To re-elect Dominic Barton BBM as a Director
Total number of proxy votes exercisable by all proxies validly appointed:928,458,879 215,569,207 
Total number of proxy votes in respect of which the appointments specified that the proxy: 
(i) was to vote for the resolution877,303,915 207,095,053 
(ii) was to vote against the resolution50,943,599 7,354,852 
(iii) was to abstain on the resolution1,739,028 287,446 
(iv) may vote at the proxy's discretion211,365 1,119,302 
7. To re-elect Peter Cunningham as a Director
Total number of proxy votes exercisable by all proxies validly appointed:928,490,989 215,547,076 
Total number of proxy votes in respect of which the appointments specified that the proxy: 
(i) was to vote for the resolution920,598,796 210,567,329 
(ii) was to vote against the resolution7,685,828 3,868,184 
(iii) was to abstain on the resolution1,706,918 309,577 
(iv) may vote at the proxy's discretion206,365 1,111,563 
8. To re-elect Dean Dalla Valle as a Director
Total number of proxy votes exercisable by all proxies validly appointed:926,542,591 215,554,859 
Total number of proxy votes in respect of which the appointments specified that the proxy: 
(i) was to vote for the resolution886,285,138 209,030,229 
(ii) was to vote against the resolution40,043,468 5,388,431 
(iii) was to abstain on the resolution3,655,316 301,794 
(iv) may vote at the proxy's discretion213,985 1,136,199 


Notice to ASX/LSE

PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS Rio Tinto plcRio Tinto Limited
9. To re-elect Susan Lloyd-Hurwitz AM as a Director
Total number of proxy votes exercisable by all proxies validly appointed:928,435,811 215,549,603 
Total number of proxy votes in respect of which the appointments specified that the proxy: 
(i) was to vote for the resolution923,984,251 212,769,061 
(ii) was to vote against the resolution4,243,842 1,668,102 
(iii) was to abstain on the resolution1,762,096 307,050 
(iv) may vote at the proxy's discretion207,718 1,112,440 
10. To re-elect Jennifer Nason as a Director
Total number of proxy votes exercisable by all proxies validly appointed:928,425,730 215,561,685 
Total number of proxy votes in respect of which the appointments specified that the proxy: 
(i) was to vote for the resolution917,056,970 212,176,922 
(ii) was to vote against the resolution11,157,995 2,274,557 
(iii) was to abstain on the resolution1,772,177 294,968 
(iv) may vote at the proxy's discretion210,765 1,110,206 
11. To re-elect Joc O’Rourke as a Director
Total number of proxy votes exercisable by all proxies validly appointed:928,440,419 215,548,528 
Total number of proxy votes in respect of which the appointments specified that the proxy: 
(i) was to vote for the resolution916,601,675 211,692,118 
(ii) was to vote against the resolution11,631,727 2,739,010 
(iii) was to abstain on the resolution1,757,488 308,105 
(iv) may vote at the proxy's discretion207,017 1,117,400 


Notice to ASX/LSE

PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS Rio Tinto plcRio Tinto Limited
12. To re-elect Sharon Thorne as a Director
Total number of proxy votes exercisable by all proxies validly appointed:927,718,603 215,552,429 
Total number of proxy votes in respect of which the appointments specified that the proxy: 
(i) was to vote for the resolution903,100,363 211,456,161 
(ii) was to vote against the resolution24,417,507 2,976,754 
(iii) was to abstain on the resolution2,479,304 304,224 
(iv) may vote at the proxy's discretion200,733 1,119,514 
13. To re-elect Ngaire Woods CBE as a Director
Total number of proxy votes exercisable by all proxies validly appointed:928,434,314 215,276,101 
Total number of proxy votes in respect of which the appointments specified that the proxy: 
(i) was to vote for the resolution914,235,592 211,973,576 
(ii) was to vote against the resolution13,994,373 2,184,756 
(iii) was to abstain on the resolution1,763,593 580,552 
(iv) may vote at the proxy's discretion204,349 1,117,769 
14. To re-elect Ben Wyatt as a Director
Total number of proxy votes exercisable by all proxies validly appointed:928,442,909 215,554,307 
Total number of proxy votes in respect of which the appointments specified that the proxy: 
(i) was to vote for the resolution902,019,742 211,515,722 
(ii) was to vote against the resolution26,217,654 2,906,987 
(iii) was to abstain on the resolution1,754,998 302,346 
(iv) may vote at the proxy's discretion205,513 1,131,598 


Notice to ASX/LSE

PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS Rio Tinto plcRio Tinto Limited
15. Re-appointment of auditors
Total number of proxy votes exercisable by all proxies validly appointed:927,826,699 215,603,741 
Total number of proxy votes in respect of which the appointments specified that the proxy: 
(i) was to vote for the resolution927,162,428 214,321,353 
(ii) was to vote against the resolution460,585 160,171 
(iii) was to abstain on the resolution2,371,208 251,123 
(iv) may vote at the proxy's discretion203,686 1,122,217 
16. Remuneration of auditors
Total number of proxy votes exercisable by all proxies validly appointed:928,464,852 215,548,680 
Total number of proxy votes in respect of which the appointments specified that the proxy: 
(i) was to vote for the resolution927,786,007 214,075,537 
(ii) was to vote against the resolution480,371 362,376 
(iii) was to abstain on the resolution1,733,055 307,081 
(iv) may vote at the proxy's discretion198,474 1,110,767 
17. Authority to make political donations
Total number of proxy votes exercisable by all proxies validly appointed:922,134,216 215,542,584 
Total number of proxy votes in respect of which the appointments specified that the proxy: 
(i) was to vote for the resolution916,172,149 211,977,724 
(ii) was to vote against the resolution5,765,925 2,494,891 
(iii) was to abstain on the resolution8,063,179 314,069 
(iv) may vote at the proxy's discretion196,142 1,069,969 




Notice to ASX/LSE

The proxy positions for the resolutions put to the Rio Tinto plc shareholders only were as follows:

PROXY POSITION FOR RIO TINTO PLC ONLY MATTERSRio Tinto plc
18. General authority to allot shares
Total number of proxy votes exercisable by all proxies validly appointed:928,348,863 
Total number of proxy votes in respect of which the appointments specified that the proxy: 
(i) was to vote for the resolution900,632,367 
(ii) was to vote against the resolution27,519,784 
(iii) was to abstain on the resolution1,849,044 
(iv) may vote at the proxy's discretion196,712 
19. Disapplication of pre-emption rights
Total number of proxy votes exercisable by all proxies validly appointed:927,646,561 
Total number of proxy votes in respect of which the appointments specified that the proxy: 
(i) was to vote for the resolution903,284,011 
(ii) was to vote against the resolution24,164,793 
(iii) was to abstain on the resolution2,551,346 
(iv) may vote at the proxy's discretion197,757 
20. Authority to purchase Rio Tinto plc shares
Total number of proxy votes exercisable by all proxies validly appointed:928,495,686 
Total number of proxy votes in respect of which the appointments specified that the proxy: 
(i) was to vote for the resolution744,490,557 
(ii) was to vote against the resolution183,809,810 
(iii) was to abstain on the resolution1,714,734 
(iv) may vote at the proxy's discretion195,319 


Notice to ASX/LSE

PROXY POSITION FOR RIO TINTO PLC ONLY MATTERSRio Tinto plc
21. Notice period for general meetings other than AGMs
Total number of proxy votes exercisable by all proxies validly appointed:928,485,114 
Total number of proxy votes in respect of which the appointments specified that the proxy: 
(i) was to vote for the resolution894,779,352 
(ii) was to vote against the resolution33,507,264 
(iii) was to abstain on the resolution1,712,793 
(iv) may vote at the proxy's discretion198,498 

The proxy position for the resolution put to the Rio Tinto Limited shareholders only was as follows:

PROXY POSITION FOR RIO TINTO LIMITED ONLY MATTERSRio Tinto Limited
18. Renewal of on-market share buy-back authority
Total number of proxy votes exercisable by all proxies
validly appointed:
213,792,722 
Total number of proxy votes in respect of which the
appointments specified that the proxy:
(i) was to vote for the resolution210,207,224 
(ii) was to vote against the resolution2,473,838 
(iii) was to abstain on the resolution2,063,393 
(iv) may vote at the proxy's discretion1,111,660