UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

 

 

Rio Tinto plc

Rio Tinto Limited

 

 

ABN 96 004 458 404

(Exact name of registrant as specified in its charter)

 

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

 

England and Wales

 

None

 

Australia

 

None

(State or other jurisdiction
of incorporation or
organization)

 

(I.R.S. Employer
Identification No.)

 

(State or other jurisdiction
of incorporation or
organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

 

2 Eastbourne Terrace
London W2 6LG,

United Kingdom
((Address of principal executive offices)

 

120 Collins Street
Melbourne, Victoria 3000,
Australia
(Address of principal executive offices)

 

 

 

Rio Tinto plc
Performance Share Plan 2013

Bonus Deferral Plan
(Full title of plans)

 

Rio Tinto Limited
Performance Share Plan 2013

Bonus Deferral Plan
(Full title of plans)

Cheree Finan
Corporate Secretary
Rio Tinto Services Inc
80 State Street
Albany
New York, 12207-2543
(Name and address of agent for service)

(801) 204-2251



Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   X

Accelerated filer ☐

Non-accelerated filer  ☐

Smaller reporting company  ☐

 

 

 

 

CALCULATION OF REGISTRATION FEE

 

Title of each class

of securities

to be registered

Amount

 to be

registered (1)(2)

Proposed maximum
offering price

per share (3)

Proposed maximum
aggregate offering
price (3)

Amount of registration

fee

Rio Tinto plc ordinary shares of 10p each

 

 

 

 

-Performance Share Plan 2013 (4)

1,740,000

 

US$49.05

US$85,347,000

 

US$9,917.32

-Bonus Deferral Plan

330,000

US$51.06

US$16,849,800

 

US$1,957.95

 

Rio Tinto Limited shares

 

     

-Performance Share Plan 2013

200,000

 

US$49.05

US$9,810,000

 

US$1,139.92

 

-Bonus Deferral Plan

40,000

US$51.06

US$2,042,400

US$237.33

US13,252.52

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers such indeterminate number of additional shares as may be issuable under the plans in connection with variations in share capital, demergers, special dividends or similar transactions.

(2)

The amount of shares being registered represents the estimated maximum aggregate amount issuable to the employees in the United States of each Registrant pursuant to such plans.

(3)

Estimated solely for the purposed of calculating the registration fee in accordance with 457 (c) and Rule 457 (h) under the Securities Act. The maximum offering price has been calculated on the basis:

 

 

•

 for the Rio Tinto plc Share Performance Plan 2013,  the average of the high and  low market prices of Rio Tinto plc ordinary shares of 10p each  quoted on the London Stock Exchange on  2 March 2015 (£31.91);

 

 

•

for the Rio Tinto plc Bonus Deferral Plan, the average of the high and  low market prices of Rio Tinto plc ordinary shares of 10p each  quoted on the London Stock Exchange on 2 March 2015 (£31.91);

 

 

•

for the Rio Tinto Limited Share Performance Plan 2013, the  average of the high and  low market prices of Rio Tinto Limited shares quoted on the Australian Securities exchange on 2 March 2015 (A$65.18).

 

 

•

for the Rio Tinto Limited Bonus Deferral Plan, the weighted average of the high and  low market prices of Rio Tinto Limited shares quoted on the Australian Securities exchange on 2 March 2015 (A$65.18).

(4)

The Rio Tinto plc ordinary shares to be distributed pursuant to the Performance Share Plan 2013 may also be represented by American Depositary Shares evidenced by American Depository Receipts, each representing one Rio Tinto plc ordinary share. A separate registration statement on Form F-6, file No. 333-165808, has been filed with and declared effective by the Commission in respect of American Depositary Shares evidenced by American Depositary Receipts issuable upon deposit of the Ordinary Shares registered hereby.

 

The translation of pounds sterling into U.S. dollars and of Australian dollars into U.S. dollars have been  made at the noon  rate buying rates as posted by the Federal Reserve Bank of New York on 2 March 2015  of US$1.5373 per £1.00 and US$0.7834  per A$1.00.

 

 

 

 

 

TABLE OF CONTENTS

 

 

 

 

 

 

 

 

 

PART I

PART II

 

Item 3. Incorporation of Documents by Reference

 

Item 4. Description of Securities

 

Item 5. Interests of Named Experts and Counsel

 

Item 6. Indemnification of Directors and Officers

 

Item 7. Exemption from Registration Claimed

 

Item 8. Exhibits

 

Item 9. Undertakings

EXHIBITS

SIGNATURES

 

 

 

 

 

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

As permitted by Rule 428 under the Securities Act and the instructional Note to Part I of Form S-8, this registration statement omits the information specified in Part I of Form S-8. We have delivered, or will deliver, the documents containing the information specified in Part I to the participants in the plans covered by this registration statement as required by Rule 428(b)(1) under the Securities Act. We are not filing these documents with the Securities and Exchange Commission as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. Such documents and the documents incorporated by reference herein pursuant to Item 3 of Part II of this form, taken together, constitute a prospectus for this registration statement that meets the requirements of Section 10(a) of the Securities Act.

 

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference

 

We incorporate by reference into this registration statement:

  1. Rio Tinto plc’s Annual Report on Form 20-F for the year ended 31 December 2014.

  2. All other reports filed by Rio Tinto plc pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since 31 December 2014 (other than the portions of those reports not deemed to be filed).

  3. The description of (i) Rio Tinto plc’s Ordinary Shares, nominal value 10 pence per share, (ii) Rio Tinto Limited’s shares, and (iii) American Depositary Shares (“ADSs”) evidenced by American Depository Receipts, each representing one Rio Tinto plc Ordinary Share, each contained in Rio Tinto plc’s Annual Report on Form 20-F for the year ended 31 December 2014 under the section entitled “Shareholder Information”.

All documents subsequently filed by Rio Tinto pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities hereby registered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference and to be part hereof from the date of filing such documents.

 

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document that is or is deemed to be incorporated by reference herein modifies or supersedes such previous statement. Any such statement so modified or superseded will not be deemed to constitute a part of this registration statement, except as so modified or superseded.

 

Item 4. Description of Securities

 

Not applicable

 

Item 5. Interests of Named Experts and Counsel

 

Not applicable.

 

 

Item 6. Indemnification of Directors and Officers

 

Deeds of Indemnity

On 9 December 2008, Rio Tinto plc and Rio Tinto Limited each entered into deeds of indemnity with Paul Tellier, a director of Rio Tinto plc and Rio Tinto Limited. On 10 December 2008, Rio Tinto plc and Rio Tinto Limited entered into deeds of indemnity with Jan du Plessis, Michael Fitzpatrick, Richard Goodmanson and Lord Kerr of Kinlochard.  Directors appointed subsequent to 10 December 2008 have entered into deeds of indemnity with Rio Tinto plc and Rio Tinto Limited as follows: Sam Walsh on 4 June 2009, Ann Godbehere on 9 February 2010, Robert Brown on 1 April 2010, Chris Lynch and John Varley on 1 September 2011, Anne Lauvergeon on 15 March 2014, Simon Thompson on 15 April 2014, Michael L’Estrange on 16 September 2014 and Megan Clark on 26 November 2014. On 10 September 2013, Rio Tinto plc and Rio Tinto Limited each entered into a deed of indemnity with Eleanor Evans, Company Secretary of Rio Tinto plc and Joint Company Secretary of Rio Tinto Limited.  On 26 September 2013, Rio Tinto Limited entered into a deed of indemnity with Timothy Paine, Joint Company Secretary of Rio Tinto Limited.

Australian Law

Corporation Act of Australia

Section 199A(1) of the Corporations Act 2001 (Commonwealth) (the “Corporations Act”) provides that a company or a related body corporate must not exempt a person from a liability to the company incurred as an officer of the company.

Section 199A(2) of the Corporations Act provides that a company or a related body corporate must not indemnify a person against any of the following liabilities incurred as an officer of the company:

 

 

•

 

a liability owed to the company or a related body corporate;

 

 

•

 

a liability for a pecuniary penalty order or compensation order under specified provisions of the Corporations Act; or

 

 

•

 

a liability that is owed to someone other than the company or a related body corporate that did not arise out of conduct in good faith.

Section 199A(2) does not apply to a liability for legal costs.

Section 199A(3) provides that a company or a related body corporate must not indemnify a person against legal costs incurred in defending an action for a liability incurred as an officer of the company if the costs are incurred:

 

 

•

 

in defending or resisting proceedings in which the person is found to have a liability for which they could not be indemnified under Section 199A(2); or

 

 

•

 

in defending or resisting criminal proceedings in which the person is found guilty; or

 

 

•

 

in defending or resisting proceedings brought by the Australian Securities and Investments Commission (ASIC) or a liquidator for a court order if the grounds for making the order are found by the court to have been established (this does not apply to costs incurred in responding to actions taken by ASIC or a liquidator as part of an investigation before commencing proceedings for the court order); or

 

 

•

 

in connection with proceedings for relief to the person under the Corporations Act in which the court denies the relief.

Section 199B of the Corporations Act provides that a company or a related body corporate must not pay, or agree to pay, a premium for a contract insuring a person who is or has been an officer of the company against a liability (other than one for legal costs) arising out of:

 

 

 

 

 

•

 

conduct involving a willful breach of any duty in relation to the company; or

 

 

•

 

a contravention of the officer’s duties under the Corporations Act not to improperly use their position or make improper use of information obtained as an officer.

For the purpose of Sections 199A and 199B, an “officer” of a company includes:

 

 

•

 

a director or secretary;

 

 

•

 

a person who makes, or participates in making, decisions that affect the whole, or a substantial part, of the business of the company;

 

 

•

 

a person who has the capacity to significantly affect the company’s financial standing; and

 

 

•

 

a person in accordance with whose instructions or wishes the directors of the company are accustomed to act.

English law

Sections 232 to 236 of the Companies Act 2006 provide as follows:

“232. Provisions protecting directors from liability

 

(1)

Any provision that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void.

 

(2)

Any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of the company, or of an associated company, against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company of which he is a director is void, except as permitted by —

 

 

(a)

section 233 (provision of insurance),

 

 

(b)

section 234 (qualifying third party indemnity provision), or

 

 

(c)

section 235 (qualifying pension scheme indemnity provision).

 

(3)

This section applies to any provision, whether contained in a company’s articles or in any contract with the company or otherwise.

 

(4)

Nothing in this section prevents a company’s articles from making such provision as has previously been lawful for dealing with conflicts of interest.

233. Provision of insurance

Section 232(2) (voidness of provisions for indemnifying directors) does not prevent a company from purchasing and maintaining for a director of the company, or of an associated company, insurance against any such liability as is mentioned in that subsection.

 

234. Qualifying third party indemnity provision

 

(1)

Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying third party indemnity provision.

 

(2)

Third party indemnity provision means provision for indemnity against liability incurred by the director to a person other than the company or an associated company. Such provision is qualifying third party indemnity provision if the following requirements are met.

 

 

 

(3)

The provision must not provide any indemnity against —

 

 

(a)

any liability of the director to pay —

 

 

(i)

a fine imposed in criminal proceedings, or

 

 

(ii)

a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or

 

 

(b)

any liability incurred by the director —

 

 

(i)

in defending criminal proceedings in which he is convicted, or

 

 

(ii)

in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him, or

 

 

(iii)

in connection with an application for relief (see subsection (6)) in which the court refuses to grant him relief.

 

(4)

The references in subsection (3)(b) to a conviction, judgment or refusal of relief are to the final decision in the proceedings.

 

(5)

For this purpose —

 

 

(a)

a conviction, judgment or refusal of relief becomes final —

 

 

(i)

if not appealed against, at the end of the period for bringing an appeal, or

 

 

(ii)

if appealed against, at the time when the appeal (or any further appeal) is disposed of; and

 

 

(b)

an appeal is disposed of —

 

 

(i)

if it is determined and the period for bringing any further appeal has ended, or

 

 

(ii)

if it is abandoned or otherwise ceases to have effect.

 

(6)

The reference in subsection (3)(b)(iii) to an application for relief is to an application for relief under section 661(3) or (4) (power of court to grant relief in a case of acquisition of shares by innocent nominee), or section 1157 (general power of court to grant relief in case of honest and reasonable conduct).

235. Qualifying pension scheme indemnity provision

 

(1)

Section 232(2) (voidness of provisions for indemnifying directors) does not apply to qualifying pension scheme indemnity provision.

 

(2)

Pension scheme indemnity provision means provision indemnifying a director of a company that is a trustee of an occupational pension scheme against liability incurred in connection with the company’s activities as trustee of the scheme. Such provision is qualifying pension scheme indemnity provision if the following requirements are met.

 

(3)

The provision must not provide any indemnity against —

 

 

 

 

 

(a)

any liability of the director to pay —

 

 

(i)

a fine imposed in criminal proceedings, or

 

 

(ii)

a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising); or

 

 

(b)

any liability incurred by the director in defending criminal proceedings in which he is convicted.

 

(4)

The reference in subsection (3)(b) to a conviction is to the final decision in the proceedings.

 

(5)

For this purpose —

 

 

(a)

a conviction becomes final —

 

 

(i)

if not appealed against, at the end of the period for bringing an appeal, or

 

 

(ii)

if appealed against, at the time when the appeal (or any further appeal) is disposed of; and

 

 

(b)

an appeal is disposed of —

 

 

(i)

if it is determined and the period for bringing any further appeal has ended, or

 

 

(ii)

if it is abandoned or otherwise ceases to have effect.

 

(6)

In this section “occupational pension scheme” means an occupational pension scheme as defined in section 150(5) of the Finance Act 2004 (c 12) that is established under a trust.

236. Qualifying indemnity provision to be disclosed in directors’ report

 

(1)

This section requires disclosure in the directors’ report of —

 

 

(a)

qualifying third party indemnity provision, and

 

 

(b)

qualifying pension scheme indemnity provision. Such provision is referred to in this section as “qualifying indemnity provision”.

 

(2)

If when a directors’ report is approved any qualifying indemnity provision (whether made by the company or otherwise) is in force for the benefit of one or more directors of the company, the report must state that such provision is in force.

 

(3)

If at any time during the financial year to which a directors’ report relates any such provision was in force for the benefit of one or more persons who were then directors of the company, the report must state that such provision was in force.

 

(4)

If when a directors’ report is approved qualifying indemnity provision made by the company is in force for the benefit of one or more directors of an associated company, the report must state that such provision is in force.

 

(5)

If at any time during the financial year to which a directors’ report relates any such provision was in force for the benefit of one or more persons who were then directors of an associated company, the report must state that such provision was in force”.

Section 1157 of the Companies Act 2006 provides as follows:

 

 

 

“1157. Power of court to grant relief in certain cases:

 

(1)

If in proceedings for negligence, default, breach of duty or breach of trust against —

 

 

(a)

an officer of a company, or

 

 

(b)

a person employed by a company as auditor (whether he is or is not an officer of the company),

 

it appears to the court hearing the case that the officer or person is or may be liable but that he acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused, the court may relieve him, either wholly or in part, from his liability on such terms as it thinks fit.

 

(2)

If any such officer or person has reason to apprehend that a claim will or might be made against him in respect of negligence, default, breach of duty or breach of trust —

 

 

(a)

he may apply to the court for relief, and

 

 

(b)

the court has the same power to relieve him as it would have had if it had been a court before which proceedings against him for negligence, default, breach of duty or breach of trust had been brought.

 

(3)

Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant (in Scotland, the defender) ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case from the jury and forthwith direct judgment to be entered for the defendant (in Scotland, grant decree of absolvitor) on such terms as to costs (in Scotland, expenses) or otherwise as the judge may think proper”.

 

Item 7. Exemption from Registration Claimed

 

Not applicable.

 

Item 8. Exhibits

 

See index of Exhibits hereto.

 

Item 9. Undertakings

 

Each undersigned registrant hereby undertakes:

 

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

 

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

 

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

 

 

 

 

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

 

  

provided, however , that paragraphs (1)(i) and (1)(ii)  do not apply if the registration statement is furnished on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement;

 

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

 

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

   
 

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

   
 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the city of London, United Kingdom, on 6 March 2015.

 

Rio Tinto plc

 

Rio Tinto Limited

(Registrant)

 

(Registrant)

 

 

 

By /s/ Eleanor Evans

 

By /s/ Eleanor Evans

Eleanor Evans

 

Eleanor Evans

Company Secretary

 

Joint Company Secretary

(Signature and Title)

 

(Signature and Title)

 

 

 

 

 

 

 

 

POWER OF ATTORNEY

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below severally constitutes and appoints each Director listed below (with full power to each of them to act alone), his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Act of 1933 (the “Securities Act”), and any rules, regulations and requirements of the Securities and Exchange Commission (the “Commission”) in connection with the registration under the Securities Act of the Securities and any securities or Blue Sky law of any of the states of the United States of America in order to effect the registration or qualification (or exemption therefrom) of the said securities for issue, offer, sale or trade under the Blue Sky or other securities laws of any of such states and in connection therewith to execute, acknowledge, verify, deliver, file and cause to be published applications, reports, consents to service of process, appointments of attorneys to receive service of process and other papers and instruments which may be required under such laws, including specifically, but without limiting the generality of the foregoing, the power and authority to sign his or her name in his or her capacity as an Officer, Director or Authorized Representative in the United States of America or in any other capacity with respect to this registration statement and any registration statement in respect of the Securities that is to be effective upon filing pursuant to Rule 462(b) (collectively, the “Registration Statement”) and/or such other form or forms as may be appropriate to be filed with the Commission or under or in connection with any Blue Sky laws or other securities laws of any state of the United States of America or with such other regulatory bodies and agencies as any of them may deem appropriate in respect of the Securities, and with respect to any and all amendments, including post-effective amendments, to this Registration Statement and to any and all instruments and documents filed as part of or in connection with this Registration Statement.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

 

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed the registration statement in the capacity of the duly authorized representative of Rio Tinto plc in the United States.

 

 

 

 

 

 

 

/s/ Cheree Finan

 

 

By:

 

Cheree Finan

 

 

Title:

 

Authorized Representative

 

 

 

 

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed the registration statement in the capacity of the duly authorized representative of Rio Tinto Limited in the United States.

 

 

 

 

 

 

 

/s/ Cheree Finan

 

 

By:

 

Cheree Finan

 

 

Title:

 

Authorized Representative

 

 

EXHIBIT INDEX

 

The following are filed as exhibits to this registration statement:

 

Exhibit No.                  Exhibit Description

 

4.1

Articles of Association of Rio Tinto plc (adopted by special resolution passed on 20 April 2009 and amended on 1 October 2009) (incorporated by reference to Exhibit 1.1 of Rio Tinto plc’s Annual Report on Form 20-F for the fiscal year ended 31 December 2009, File No. 1-10533).

 

 

4.2

Constitution of Rio Tinto Limited (ACN 004 458 404) (as adopted by special resolution passed on 24 May 2000 and amended by special resolution on 18 April 2002, 29 April 2005, 27 April 2007, 24 April 2008 and 20 April 2009) (incorporated by reference to Exhibit 1.2 of Rio Tinto plc Annual report on Form 20-F for the fiscal year ended 31 December 2009, File No. 1-10533).

 

 

4.3

Rules of the Rio Tinto plc Performance Share Plan 2013 (incorporated by reference to Exhibit 4.05 of Rio Tinto plc Annual report on Form 20-F for the fiscal year ended 31 December 2013, File No. 1-10533).

 

 

4.4

Rules of the Rio Tinto plc Bonus Deferral Plan.

 

 

4.5

Rules of the Rio Tinto Limited Performance Share Plan 2013 (incorporated by reference to Exhibit 4.06 of Rio Tinto plc Annual report on Form 20-F for the fiscal year ended 31 December 2013, File No. 1-10533).

   
4.6

Rules of the Rio Tinto Limited Bonus Deferral Plan.

 

 

4.7 

Form of certificate representing American Depositary Receipts of Rio Tinto plc (incorporated by reference to the form of American Depositary Receipt contained in the Form of Third Amended and Restated Depositary Agreement attached as Exhibit 99-a to the Company’s Registration Statement on Form F-6 (Registration No. 333-165808) filed with the Commission on 31 March 2010 and amended on 23 April 2014).

 

 

5.1

Opinion of counsel of Rio Tinto plc, as to the validity of newly issued shares.

 

 

23.1

Consent of Independent Registered Public Accounting Firms to the incorporation of the audit report relating to the Rio Tinto Group by reference.

   
24.1

Power of Attorney (included on the signature page of this registration statement).

 

 

For on behalf of Rio Tinto plc and Rio Tinto Limited

 

Signature

Title

Date

 

 

 

/s/ Jan du Plessis

 

 

6 March 2015

Jan du Plessis

Chairman

 

/s/ Sam Walsh

 

 

6 March 2015

Sam Walsh

Chief executive

 

/s/ Christopher Lynch

 

 

6 March 2015

Christopher Lynch

Chief financial Officer

 

/s/ Robert Brown

 

 

6 March 2015

Robert Brown

Non executive director

 

/s/ Megan Clark

 

 

6 March 2015

Megan Clark

Non executive director

 

/s/ Michael Fitzpatrick

 

 

6 March 2015

Michael Fitzpatrick

Non executive director

 

/s/ Ann Godbehere

 

 

6 March 2015

Ann Godbehere

Non executive director

 

/s/ Richard Goodmanson

 

 

6 March 2015

Richard Goodmanson

Non executive director

 

/s/ Lord Kerr of Kinlochard

 

 

6 March 2015

Lord Kerr of Kinlochard

Non executive director

 

/s/ Anne Lauvergeon

 

 

6 March 2015

Anne Lauvergeon

Non executive director

 

/s/ Michael L’Estrange

 

 

6 March 2015

Michael L’Estrange

Non executive director

 

/s/ Paul Tellier

 

 

6 March 2015

Paul Tellier

Non executive director

 

/s/ Simon Thompson

 

 

6 March 2015

Simon Thompson

Non executive director

 

 

/s/ John Varley

 

 

6 March 2015

John Varley

Non executive director

 

 

 

 

Exhibit 4.4

 

 

RIO TINTO PLC

 

 

 

 

 

 

RULES OF THE RIO TINTO BONUS DEFERRAL PLAN

 

 

 

 
 

Directors' Adoption:

  7 February 2011
 

Expiry Date:

  6 February 2021
 

Amended 1

  7 May 2013

 

 

 

 

 

 

 

 

 

 

 

1      The amendments will be effective only in respect of Awards granted on or after the date of amendment. 

 

 

 

 
 

 

Table of Contents

Contents    

Page

1             Granting Awards.

1

2             Awards Prior to Vesting.

2

3             Consequences of Vesting.

2

4             Leaving the Group before Vesting.

3

5             Variations in share capital, demergers and special distributions.

4

6             Takeovers and restructurings.

4

7             Exchange of Awards.

5

8             General

5

9             Governing law and jurisdiction.

7

10          Definitions.

7

 

 

 
 

Rules of the Rio Tinto Bonus Deferral Plan

1          Granting Awards

1.1     Shares subject to Awards

Awards may, at the sole discretion of the Committee and subject to all necessary corporate and securities requirements, be settled i) in cash, ii) with Shares purchased from the open market, or iii) with the approval of the Company’s Shareholders in general meeting (if required), with the issue of new Shares or with treasury Shares.

1.2     Eligibility

All employees of a designated band or above as established according to the Rio Tinto Global Grading System (“Qualifying Band”) as at 31 December of a given year covered by this Plan beginning with 2010 (the “Year”), who were eligible to receive a Bonus for that Year, are eligible Participants.  The Committee shall designate the Qualifying Band for each Year. 

If an employee becomes a Qualifying Band employee during that Year, for purposes of this Plan, the employee will be considered a Qualifying Band employee for all of that Year.

If an employee ceases to be an employee of a Member of the Group prior to the Award Date, the employee’s Bonus for that Year will not be subject to a bonus deferral and the employee will not be a Participant for that Year.

If, at the Award Date, an employee has a known termination date for ceasing employment in a Member of the Group, the employee’s Bonus for that Year will not, unless the Committee determines otherwise, be subject to a bonus deferral and the employee will not be a Participant for that Year.

1.3     Nature and Timing of Award

In relation to each Year covered by this Plan, the Committee may establish a mandatory deferral of a Participant’s Bonus in the amount or percentage and on such conditions as it shall determine and make corresponding grants of Awards.  The Committee may establish different deferral amounts and conditions for Awards to a) members of the Rio Tinto Executive Committee (including the Executive Directors) (the “Most Senior Executives”) and b) for all Qualifying Band employees who are not Most Senior Executives. 

The number of Shares subject to an Award shall be the percentage of the gross amount of a Participant’s deferred Bonus for the Year divided by the average closing price of Shares on the London Stock Exchange over the five business days preceding the Award Date (the “Average Share Price”), rounded to the nearest whole Share.

1.4     Time of Vesting

Subject to the terms of these rules 100 percent of the Award will Vest on 1 December of the third year following the end of the Year (the “Vesting Date”).  For example, the Award relating to a 2010 Bonus would normally vest on 1 December 2013.

 

 

 

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1.5     Dividend Equivalent Shares at Vesting of an Award

An Award includes a right to receive, upon Vesting, a number of additional shares (“Additional Shares”) calculated in accordance with the following formula:

X = D / P , rounded down to the nearest whole number, where

X is the number of Additional Shares;

D is the aggregate cash amount of Dividends that would have been paid to the Participant in respect of the Shares subject to the Award that have Vested, as if such Shares had been registered in the name of the Participant from the Award Date to the date of Vesting; and

P is the average of the closing price of Shares on the London Stock Exchange over the five business days ending on the date of the Vesting of the Award.

1.6     No payment

A participant is not required to pay for the grant of any Award

2         Awards Prior to Vesting

2.1     Rights

A Participant shall not be entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares subject to an Award until the Shares are transferred or issued to the Participant.

2.2     Transfer

A Participant may not transfer, assign or otherwise dispose of an Award or any rights in respect of it. If the Participant does, whether voluntarily or involuntarily, then it will immediately lapse. This rule does not apply on the transmission of an Award on the death of a Participant to the Participant’s personal representatives or estate (as the case may be).  

3         Consequences of Vesting

3.1     Payout at Vesting

Within 30 days of Vesting of an Award (or, if the transfer is prevented by a Dealing Restriction, within 30 days of it ceasing to be so prevented), the Company will arrange (subject to Rule 3.2 (Withholding)) for the transfer or issue to the Participant of the number of Shares or cash, as determined by the Committee, which have Vested, including any Additional Shares. In the case of cash, the amount of cash will be based on the average of the closing price of Shares on the London Stock Exchange over the five business days ending on the date of the Vesting of the Award, and will include an amount of cash equivalent to the value of the Additional Shares calculated on the same basis.  

However, in Canada and other jurisdictions where relevant taxation consideration so dictate, the transfer or issue will occur no later than the next 31 December after Vesting.

 

 

 

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3.2     Withholding

The Participant will be responsible for all taxes and social security contributions arising in respect of an Award. The Company may decide that Vesting or the transfer of Shares following Vesting will be conditional upon the Participant promptly doing all things necessary (including signing all documents and providing any necessary information) to facilitate the payment or withholding of such liabilities.

Unless the Company decides otherwise, where there is any obligation on any Member of the Group or any employee benefit trust to pay or withhold any such taxes or contributions, a sufficient number of the Shares to be transferred to the Participant following Vesting will be sold on his behalf and the proceeds paid to the relevant Member of the Group or the number of Shares transferred will be reduced accordingly. The number of Shares may be determined on the basis of the relevant Member of the Group’s estimate of the amount of the liability if the Participant has not promptly provided the necessary information.

The Company or any employing company or trustee of any employee benefit trust may make such arrangements as it considers necessary to meet any liability to taxation or social security contributions in respect of the Awards, including deducting such amounts from any cash amount payable under the Plan or otherwise to the Participant.

4          Leaving the Group before Vesting

4.1     General rule on leaving employment

Except where Rule 4.2 applies, if the Participant ceases to be an employee of a Member of the Group prior to the Vesting Date, his Award will not lapse but will Vest on the date of such cessation with no pro rata reduction.

4.2     Leaving in specific circumstances

4.2.1     If a Participant ceases to be an employee of any Member of the Group prior to the Vesting Date for any of the reasons set out below, then the Award will lapse on the date of such cessation, unless the Committee decides otherwise. The reasons are:

(i)         resignation;

(ii)        dismissal arising from misconduct (including if a Participant ceases employment following notice from their employer of proposed termination as a result of misconduct); and

(iii)       any other reasons, if the Committee so decides in any particular case.

Where a Participant’s employment is transferred to the Other Listed Group prior to Vesting, Rule 7.3 (Other Listed Group) will apply.

4.2.2     A Participant’s Award will not Vest on the date of their cessation of employment under rule 4.1 but will instead Vest on the Vesting Date if:

(i)         the Participant is an Executive Committee member at the time the Award is granted, or becomes an Executive Committee member before ceasing to be an employee, unless the Committee, at its discretion, determines otherwise; or

(ii)        the Committee, at its discretion, determines that any Vesting of the Award should be delayed to the Vesting Date.

4.2.3     US Participants: In the case of Participants who are subject to the application of Section 409A of the United States Internal Revenue Code, Rule 4.1 and 4.2.1 shall not apply and the terms of their leaving employment shall be governed by the Rules contained in the US annex to this Plan.

 

 

3
 
 

 

 

 

4.3     Meaning of “ceasing to be an employee”

For the purposes of this rule, a Participant is not treated as ceasing to be an employee of any Member of the Group until he ceases to be an employee of all Members of the Group.

5          Variations in share capital, demergers and special distributions

5.1      Adjustment of Awards

If there is:

5.1.1      a variation in the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital; or

5.1.2      a demerger (in whatever form) or exempt distribution by virtue of applicable taxation legislation; or

5.1.3      a special dividend or distribution; or

5.1.4      any other event that the Committee deems appropriate for consideration for an adjustment of the Award

the Committee may, at its discretion, make an appropriate adjustment to the number or class of Shares comprised in an Award or to make a further Award of Shares if deemed appropriate. The Committee may also, at its discretion, accelerate vesting of any or all Awards should it deem this more appropriate given the circumstances.

5.2      Notice

The Company shall notify Participants of any adjustment made under this Rule 5.

6          Takeovers and restructurings

6.1      Takeover s

Where a person (or a group of persons acting in concert) obtains Control of the Company as a result of making an offer to acquire Shares, unless the Directors decide otherwise, the Awards Vest entirely with no pro rata reduction on the date thereof.

6.2     Schemes of arrangement

When a court sanctions a compromise or arrangement in connection with the acquisition of Shares, unless the Directors decide otherwise, the Awards Vest entirely with no pro rata reduction on the date thereof. This rule applies to a court sanction under applicable corporate legislation.

6.3      An Award will not Vest under Rule 6.2  but may be exchanged under Rule 7 (Exchange of Awards) to the extent that:

(i)        an offer to exchange the Award is made to and accepted by a Participant; or

(ii)       the Directors, with the consent of the Acquiring Company, decide before court sanction that the Award will be automatically exchanged.

 

 

 

4
 
 

 

 

6.4      Internal re-organisation

In the event of an Internal Reorganisation, unless the Committee otherwise determines, an existing Award shall not Vest in accordance with this Rule 6 but with the agreement of the Acquiring Company shall be automatically released in consideration for the grant of a new Award in accordance with Rule 7.

6.5     Directors

In this Rule 6, “Directors” means those people who were members of Committee immediately before the change of Control.

7          Exchange of Awards

7.1     Timing of exchange

Where an Award is to be exchanged under Rule 6 (Takeovers and restructurings) the exchange will take place as soon as practicable after the relevant event.

7.2     Exchange terms

Where a Participant is granted a new award in exchange for an existing Award, the new Award:

7.2.1      must confer a right to acquire shares in the Acquiring Company or another body corporate determined by the Acquiring Company;

7.2.2      must be equivalent to the existing Award.

7.3     Other Listed Group

Where a Participant’s employment is transferred to the Other Listed Group prior to Vesting, or the Participant's employing company or undertaking is transferred to the Other Listed Group prior to Vesting, the Committee may make such changes to his Awards to the extent permitted by law and to the extent reasonably practicable, with the intention that the affected Participants are, as a whole, in materially the same position (or as close as possible to materially the same position) as if the Awards had been initially granted to the affected Participants under the equivalent plan of the Other Listed Group, provided that nothing in this clause imposes any obligation on the Group or the Other Listed Group to incur any material expense or liability.   Without limiting the foregoing, this may include a decision by the Committee that the Awards initially granted to the affected Participants lapse and be replaced by new awards issued under the other plan, on terms as if they had originally been issued to the Participants under the other plan.

8          General

8.1     Terms of employment

8.1.1    For the purposes of this rule, “Employee” means any employee or former or prospective employee of a Member of the Group.

8.1.2    This rule applies during an Employee’s employment and after the termination of an Employee’s employment, whether or not the termination is lawful.

 

 

5
 
 

 

 

 

8.1.3    Nothing in the rules or the operation of the Plan forms part of the contract of employment of an Employee. The rights and obligations arising from the employment relationship between the Employee and his employer are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment.

8.1.4     No Employee has a right to participate in the Plan. Participation in the Plan or the grant of Awards on a particular basis in any year does not create any right to or expectation of participation in the Plan or the grant of Awards on the same basis, or at all, in any future year.

8.1.5      The terms of the Plan do not entitle the Employee to the exercise of any discretion in his favour.

8.1.6      Nothing in this Plan confers any benefit, right or expectation on a person who is not an Employee.

8.2     Administration

The Committee is responsible for the administration of the Plan. Subject to the express provisions of the Plan, the Committee may prescribe, amend and rescind the rules and regulations relating to it and make all determinations necessary for its administration. The determination of the Committee on the interpretation of the Plan, any dispute in relation to the Plan or an Award and all matters assigned to it under the Plan shall be conclusive.

8.3     Employee trust

The Company and any Subsidiary may provide money to the trustee of any trust or any other person to enable them or him to acquire Shares to be held for the purposes of the Plan, or enter into any guarantee or indemnity for those purposes, to the extent permitted by law and the Committee may make such changes to these rules, or make additional rules, as required to facilitate the use of any such arrangement.  Funds provided for the purposes of the Plan must only be used for Awards to Employees of Members of the Group.

8.4     Consents

All transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force in relevant jurisdictions. The Participant will be responsible for complying with any requirements he needs to fulfil in order to obtain or avoid the necessity for any such consent.

8.5     Data protection

By participating in the Plan the Participant consents to the holding, processing, use and disclosure of personal information relating to the Participant by any Member of the Group or Other Listed Group, trustee or third party service provider, for all purposes relating to the operation of the Plan. These include, but are not limited to:

 

 

 

6
 
 

 

 

 

8.5.1      administering and maintaining Participant records;

8.5.2      providing personal information to Members of the Group, Rio Tinto Limited and its subsidiaries, trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan; and

8.5.3      providing personal information to future purchasers of the Company or the business in which the Participant works

In each case whether or not the personal information is transferred from one country to another country (including if the information about the participant is transferred to a country or territory that may not provide the same statutory protection for the information as the Participant’s home country).

8.6     Overriding restrictions on transfer of Shares

Notwithstanding any term or condition of this Plan, Shares subject to an Award may not be assigned, acquired, transferred, issued or dealt with under this Plan if to do so would contravene any applicable laws, regulations or listing rules or where the compliance with any applicable law, regulation or listing rule would be unduly onerous or impractical. In addition, these rules (including the exercise of any discretions) are subject to all applicable laws, regulations and listing rules.

8.7     No duplication

If for any reason a Bonus that was intended to be deferred is nevertheless paid in whole or in part to a Participant, a corresponding amount of the Participant’s Awards under the Plan will be forfeited.

8.8     Changing the Plan

Subject to applicable corporate and securities legislation, the Committee has power to make such alterations, variations, insertions, deletions or modifications to all or any part of the Plan as the Committee thinks fit.

9         Governing law and jurisdiction

English law governs the Plan and all Awards and their construction. The English Courts have non-exclusive jurisdiction in respect of disputes arising under or in connection with the Plan or any Award.

10        Definitions

In these rules:

“ Acquiring Company ” means a person or legal entity who obtains Control of the Company;

“ Additional Shares ” means the number of Shares included in an Award as determined under Rule 1.5;

“ Average Share Price ” has the meaning given in Rule 1.3;

“ Award ” means right to acquire Shares (or a cash payment) under the Plan;

“ Award Date ” means the date of the grant of an Award in respect of a Year;

 

 

7
 
 

 

 

 

 “ Bonus ” means all amounts granted to an employee of the Group as a bonus under the Company’s regular short term incentive plan (“STIP”) in respect of a Year (for greater certainty, any amount received by a Participant as a bonus other than under the regular STIP shall not be the subject of deferral under this Plan);

“ Committee ” means the Remuneration Committee of the Board of Directors of the Company;

“ Company ” means Rio Tinto plc;

“ Control ” has the meaning given to it by Section 995 of the Income Tax Act 2007;

“Dealing Restrictions” means restrictions on the grant of an Award, the Vesting of Shares or other dealings with Shares imposed by any applicable regulation or listing rule or by Company policy;

“ Directors ” means, subject to Rule 6.5 (Directors), the board of directors of the Company or a duly authorised committee;

“ Dividends ” means dividends on Shares (excluding any non-ordinary dividend which the Committee determines should be excluded) the record date for which was within the period between the Award Date and the day before the date on which the Award Vests for the relevant Participant (both inclusive), excluding any imputed or associated tax credits rebates;

“ Group ” means:

(i)            the Company; and

(ii)           its Subsidiaries from time to time; and

(iii)          any other company which is associated with the Company and is so designated by the Directors;

and “ Member of the Group ” shall be construed accordingly;

“ Internal Reorganisation ” means any event, scheme or arrangement whereby an Acquiring Company obtains Control of the Company and immediately afterwards all or substantially all of the issued equity share capital of the Acquiring Company is owned directly or indirectly by persons who had Control of the Company immediately prior to such event, scheme or arrangement;

“ Most Senior Executives ” has the meaning given in Rule 1.3;

“ Other Listed Group ” means Rio Tinto Limited and its Subsidiaries;

“ Participant ” means a person holding an Award or his personal representatives;

“ Plan ” means these rules known as “The Rio Tinto Bonus Deferral Plan”, including as it may be modified from time to time;

“ Qualifying Band ” has the meaning given in Rule 1.2;

“ Shares ” means fully paid ordinary shares in the capital of the Company;

“ Subsidiary ” means a company which is a subsidiary of the Company within the meaning of Section 1159 of the Companies Act 2006.

 

 

 

1
 
 

 

 

 

“ Vesting ” in relation to an Award, means a Participant becoming entitled to have the Shares transferred or issued in cash or Shares, subject to these rules and “ Vest ” shall be construed accordingly;

“ Vesting Date ” has the meaning given in Rule 1.4;

“ Year ” has the meaning given in Rule 1.2.

 


 

 

Exhibit 4.6

 

RIO TINTO LIMITED

 

 

 

 

 

 

RULES OF THE RIO TINTO BONUS DEFERRAL PLAN

 

 

 

Directors' Adoption:

  7 February 2011  
 

Expiry Date:

  6 February 2021  
 

Amended 1

  7 May 2013  

 

 

 

 

 

 

 

 

 

 

1 The amendments will be effective only in respect of Awards granted on or after the date of the amendment.

 

 

 

 

 

 

i
 
 

Table of Contents

Contents           

Page

1          Granting Awards.

1

2          Awards Prior to Vesting.

2

3          Consequences of Vesting.

2

4          Leaving the Group before Vesting.

3

5          Variations in share capital, demergers and special distributions.

4

6          Takeovers and restructurings.

4

7          Exchange of Awards.

5

8          General

6

9          Governing law and jurisdiction.

8

10        Definitions.

8

 

 

 

 

ii
 
   

Rules of the Rio Tinto Bonus Deferral Plan

1         Granting Awards

1.1    Shares subject to Awards

Awards may, at the sole discretion of the Committee and subject to all necessary corporate and securities requirements, be settled with existing Shares or with the issue of new Shares.

1.2     Eligibility

All employees of a designated band or above as established according to the Rio Tinto Global Grading System (“Qualifying Band”) as at 31 December of a given year covered by this Plan beginning with 2010 (the “Year”), who were eligible to receive a Bonus for that Year, are eligible Participants.  The Committee shall designate the Qualifying Band for each Year. 

If an employee becomes a Qualifying Band employee during that Year, for purposes of this Plan, the employee will be considered a Qualifying Band employee for all of that Year.

If an employee ceases to be an employee of a Member of the Group prior to the Award Date, the employee’s Bonus for that Year will not be subject to a bonus deferral and the employee will not be a Participant for that Year.

If, at the Award Date, an employee has a known termination date for ceasing employment in a Member of the Group, the employee’s Bonus for that Year will not, unless the Committee determines otherwise, be subject to a bonus deferral and the employee will not be a Participant for that Year.

1.3     Nature and Timing of Award

In relation to each Year covered by this Plan, the Committee may establish a mandatory deferral of a Participant’s Bonus in the amount or percentage and on such conditions as it shall determine and make corresponding grants of Awards.  The Committee may establish different deferral amounts and conditions for Awards to a) members of the Rio Tinto Executive Committee (including the Executive Directors) (the “Most Senior Executives”) and b) for all Qualifying Band employees who are not Most Senior Executives. 

The number of Shares subject to an Award shall be the percentage of the gross amount of a Participant’s deferred Bonus for the Year divided by the average closing price of Shares on the Australian Securities Exchange over the five business days preceding the Award Date (the “Average Share Price”), rounded to the nearest whole Share.

1.4    Time of Vesting

Subject to the terms of these rules 100 percent of the Award will Vest on 1 December of the third year following the end of the Year (the “Vesting Date”).  For example, the Award relating to a 2010 Bonus would normally vest on 1 December 2013.

 

 

 

1
 
 

 

 

1.5    Dividend Equivalent Shares at Vesting of an Award

An Award includes a right to receive, upon Vesting, a number of additional shares (“Additional Shares”) calculated in accordance with the following formula:

X = D / P , rounded down to the nearest whole number, where

X is the number of Additional Shares;

D is the aggregate cash amount of Dividends that would have been paid to the Participant in respect of the Shares subject to the Award that have Vested, as if such Shares had been registered in the name of the Participant from the Award Date to the date of Vesting; and

P is the average of the closing price of Shares on the Australian Securities Exchange over the five business days ending on the date of the Vesting of the Award.

1.6     No payment

A participant is not required to pay for the grant of any Award

2          Awards Prior to Vesting

2.1     Rights

A Participant shall not be entitled to vote, to receive dividends or to have any other rights of a shareholder in respect of Shares subject to an Award until the Shares are transferred or issued to the Participant.

2.2     Transfer

A Participant may not transfer, assign or otherwise dispose of an Award or any rights in respect of it. If the Participant does, whether voluntarily or involuntarily, then it will immediately lapse. This rule does not apply on the transmission of an Award on the death of a Participant to the Participant’s personal representatives or estate (as the case may be).  

3         Consequences of Vesting

3.1     Payout at Vesting

Within 30 days of Vesting of an Award (or, if the transfer is prevented by a Dealing Restriction, within 30 days of it ceasing to be so prevented), the Company will arrange (subject to Rule 3.2 (Withholding)) for the transfer or issue to the Participant of the number of Shares which have Vested, including any Additional Shares.

However, in Canada and other jurisdictions where relevant taxation consideration so dictate, the transfer or issue will occur no later than the next 31 December after Vesting.

 

 

2
 
 

 

3.2     Withholding

The Participant will be responsible for all taxes and social security contributions arising in respect of an Award. The Company may decide that Vesting or the transfer of Shares following Vesting will be conditional upon the Participant promptly doing all things necessary (including signing all documents and providing any necessary information) to facilitate the payment or withholding of such liabilities.

Unless the Company decides otherwise, where there is any obligation on any Member of the Group or any employee benefit trust to pay or withhold any such taxes or contributions, a sufficient number of the Shares to be transferred to the Participant following Vesting will be sold on his behalf and the proceeds paid to the relevant Member of the Group. The number of Shares may be determined on the basis of the relevant Member of the Group’s estimate of the amount of the liability if the Participant has not promptly provided the necessary information.

The Company or any employing company or trustee of any employee benefit trust may make such arrangements as it considers necessary to meet any liability to taxation or social security contributions in respect of the Awards, including deducting such amounts from any cash amount payable to the Participant.

4         Leaving the Group before Vesting

4.1    General rule on leaving employment

Except where Rule 4.2 applies, if the Participant ceases to be an employee of a Member of the Group prior to the Vesting Date, his Award will not lapse but will Vest on the date of such cessation with no pro rata reduction.

4.2     Leaving in specific circumstances

4.2.1     If a Participant ceases to be an employee of any Member of the Group prior to the Vesting Date for any of the reasons set out below, then the Award will lapse on the date of such cessation unless the Committee decides otherwise. The reasons are:

(i)        resignation;

(ii)       dismissal arising from misconduct (including if a Participant ceases employment following notice from their employer of proposed termination as a result of misconduct); and;

(iii)      any other reasons, if the Committee so decides in any particular case.

Where a Participant’s employment is transferred to the Other Listed Group prior to Vesting, Rule 7.3 (Other Listed Group) will apply.

4.2.2     A Participant's Award will not Vest on the date of their cessation of employment under Rule 4.1 but will instead Vest on the Vesting Date if:

(i)        the Participant is an Executive Committee member at the time the Award is granted, or becomes an Executive Committee member before ceasing to be an employee, unless the Committee, at its discretion, determines otherwise, or

(ii)       the Committee, at its discretion, determines that any Vesting of the Award should be delayed to the Vesting Date.

 

 

 

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4.2.3     US Participants: In the case of Participants who are subject to the application of Section 409A of the United States Internal Revenue Code, Rules 4.1 and 4.2.1 shall not apply and the terms of their leaving employment shall be governed by the Rules contained in the US annex to this Plan.

4.3     Meaning of “ceasing to be an employee”

For the purposes of this rule, a Participant is not treated as ceasing to be an employee of any Member of the Group until he ceases to be an employee of all Members of the Group.

5      Variations in share capital, demergers and special distributions

5.1     Adjustment of Awards

If there is:

5.1.1      a variation in the equity share capital of the Company, including a capitalisation or rights issue, sub-division, consolidation or reduction of share capital; or

5.1.2      a demerger (in whatever form) or exempt distribution by virtue of applicable taxation legislation; or

5.1.3     a special dividend or distribution; or

5.1.4      any other event that the Committee deems appropriate for consideration for an adjustment of the Award

the Committee may, at its discretion, make an appropriate adjustment to the number or class of Shares comprised in an Award or to make a further Award of Shares if deemed appropriate. The Committee may also, at its discretion, accelerate vesting of any or all Awards should it deem this more appropriate given the circumstances.

5.2     Notice

The Company shall notify Participants of any adjustment made under this Rule 5.

6         Takeovers and restructurings

6.1     Takeover s

Where a person (or a group of persons acting in concert) obtains Control of the Company as a result of making an offer to acquire Shares, unless the Directors decide otherwise, the Awards Vest entirely with no pro rata reduction on the date thereof.

6.2     Schemes of arrangement

When a court sanctions a compromise or arrangement in connection with the acquisition of Shares, unless the Directors decide otherwise, the Awards Vest entirely with no pro rata reduction on the date thereof. This rule applies to a court sanction under applicable corporate legislation.

 

 

 

 

4
 
 

 

 

6.3           An Award will not Vest under Rule 6.2  but may be exchanged under Rule 7 (Exchange of Awards) to the extent that:

(i)         an offer to exchange the Award is made to and accepted by a Participant; or

(ii)        the Directors, with the consent of the Acquiring Company, decide before court sanction that the Award will be automatically exchanged.

6.4     Internal re-organisation

In the event of an Internal Reorganisation, unless the Committee otherwise determines, an existing Award shall not Vest in accordance with this Rule 6 but with the agreement of the Acquiring Company shall be automatically released in consideration for the grant of a new Award in accordance with Rule 7.

6.5    Directors

In this Rule 6, “Directors” means those people who were members of Committee immediately before the change of Control.

7         Exchange of Awards

7.1    Timing of exchange

Where an Award is to be exchanged under Rule 6 (Takeovers and restructurings) the exchange will take place as soon as practicable after the relevant event.

7.2     Exchange terms

Where a Participant is granted a new award in exchange for an existing Award, the new Award:

7.2.1       must confer a right to acquire shares in the Acquiring Company or another body corporate determined by the Acquiring Company;

7.2.2       must be equivalent to the existing Award.

7.3     Other Listed Group

Where a Participant’s employment is transferred to the Other Listed Group prior to Vesting, or the Participant's employing company or undertaking is transferred to the Other Listed Group prior to Vesting, the Committee may make such changes to his Awards to the extent permitted by law and to the extent reasonably practicable, with the intention that the affected Participants are, as a whole, in materially the same position (or as close as possible to materially the same position) as if the Awards had been initially granted to the affected Participants under the equivalent plan of the Other Listed Group, provided that nothing in this clause imposes any obligation on the Group or the Other Listed Group to incur any material expense or liability.   Without limiting the foregoing, this may include a decision by the Committee that the Awards initially granted to the affected Participants lapse and be replaced by new awards issued under the other plan, on terms as if they had originally been issued to the Participants under the other plan.

 

 

 

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8          General

8.1     Terms of employment

8.1.1    For the purposes of this rule, “Employee” means any employee or former or prospective employee of a Member of the Group.

8.1.2    This rule applies during an Employee’s employment and after the termination of an Employee’s employment, whether or not the termination is lawful.

8.1.3    Nothing in the rules or the operation of the Plan forms part of the contract of employment of an Employee. The rights and obligations arising from the employment relationship between the Employee and his employer are separate from, and are not affected by, the Plan. Participation in the Plan does not create any right to, or expectation of, continued employment.

8.1.4     No Employee has a right to participate in the Plan. Participation in the Plan or the grant of Awards on a particular basis in any year does not create any right to or expectation of participation in the Plan or the grant of Awards on the same basis, or at all, in any future year.

8.1.5     The terms of the Plan do not entitle the Employee to the exercise of any discretion in his favour.

8.1.6     Nothing in this Plan confers any benefit, right or expectation on a person who is not an Employee.

8.2     Administration

The Committee is responsible for the administration of the Plan. Subject to the express provisions of the Plan, the Committee may prescribe, amend and rescind the rules and regulations relating to it and make all determinations necessary for its administration. The determination of the Committee on the interpretation of the Plan, any dispute in relation to the Plan or an Award and all matters assigned to it under the Plan shall be conclusive.

8.3     Employee trust

The Company and any Subsidiary may provide money to the trustee of any trust or any other person to enable them or him to acquire Shares to be held for the purposes of the Plan, or enter into any guarantee or indemnity for those purposes, to the extent permitted by law and the Committee may make such changes to these rules, or make additional rules, as required to facilitate the use of any such arrangement.

8.4     Consents

All transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force in relevant jurisdictions. The Participant will be responsible for complying with any requirements he needs to fulfil in order to obtain or avoid the necessity for any such consent.

 

 

 

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8.5     Data protection

By participating in the Plan the Participant consents to the holding, processing, use and disclosure of personal information relating to the Participant by any Member of the Group or Other Listed Group, trustee or third party service provider, for all purposes relating to the operation of the Plan. These include, but are not limited to:

8.5.1    administering and maintaining Participant records;

8.5.2    providing personal information to Members of the Group, Rio Tinto plc and its subsidiaries, trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan; and

8.5.3    providing personal information to future purchasers of the Company or the business in which the Participant works

In each case whether or not the personal information is transferred from one country to another country (including if the information about the participant is transferred to a country or territory that may not provide the same statutory protection for the information as the Participant’s home country).

8.6     Overriding restrictions on transfer of Shares

Notwithstanding any term or condition of this Plan, Shares subject to an Award may not be assigned, acquired, transferred, issued or dealt with under this Plan if to do so would contravene any applicable laws, regulations or listing rules or where the compliance with any applicable law, regulation or listing rule would be unduly onerous or impractical. In such a case, the Committee may determine to make cash payments to Participants in lieu of the Shares that would have otherwise been transferred or issued to a Participant (or to sell the Shares that otherwise would have been transferred or issued to the Participant, and remit the net proceeds to the Participant). In addition, these rules (including the exercise of any discretions) are subject to all applicable laws, regulations and listing rules.

8.7     No duplication

If for any reason a Bonus that was intended to be deferred is nevertheless paid in whole or in part to a Participant, a corresponding amount of the Participant’s Awards under the Plan will be forfeited.

8.8      Information from the Company

The Company undertakes to inform Participants of the current market price of the Shares upon request. Any advice given by the Company or its related bodies corporate in connection with the Plan is general advice only, and accordingly, Participants should obtain their own financial product advice from an independent person licensed by the Australian Securities and Investment Commission to give such advice.

8.9     Changing the Plan

Subject to applicable corporate and securities legislation, the Committee has power to make such alterations, variations, insertions, deletions or modifications to all or any part of the Plan as the Committee thinks fit.

 

 

 

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9          Governing law and jurisdiction

The Plan , all Awards and their construction are governed by the law of Victoria, Australia. Victorian Courts have non-exclusive jurisdiction in respect of disputes arising under or in connection with the Plan or any Award.

10        Definitions

In these rules:

 “ Acquiring Company ” means a person or legal entity who obtains Control of the Company;

“ Additional Shares ” means the number of Shares included in an Award as determined under Rule 1.5;

“ Average Share Price ” has the meaning given in Rule 1.3;

“ Award ” means a right to acquire Shares under the Plan;

“ Award Date ” means the date of the grant of an Award in respect of a Year;

 “ Bonus ” means all amounts granted to an employee of the Group as a bonus under the Company’s regular short term incentive plan (“STIP”) in respect of a Year (for greater certainty, any amount received by a Participant as a bonus other than under the regular STIP shall not be the subject of deferral under this Plan);

“ Committee ” means the Remuneration Committee of the Board of Directors of the Company;

“ Company ” means Rio Tinto Limited;

“ Control ” has the meaning given to it by 50AA of the Corporations Act 2001 (Australia);

“Dealing Restrictions” means restrictions on the grant of an Award, the Vesting of Shares or other dealings with Shares imposed by any applicable regulation or listing rule or by Company policy;

“ Directors ” means, subject to Rule 6.5 (Directors), the board of directors of the Company or a duly authorised committee;

 “ Dividends ” means dividends on Shares (excluding any non-ordinary dividend which the Committee determines should be excluded) the record date for which was within the period between the Award Date and the day before the date on which the Award Vests for the relevant Participant (both inclusive), excluding any imputed or associated tax credits rebates, such as any Australian franking credits;

“ Group ” means:

(i)     the Company; and

(ii)    its Subsidiaries from time to time; and

(iii)   any other company which is associated with the Company and is so designated by the Directors;

and “ Member of the Group ” shall be construed accordingly;

 

 

 

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“ Internal Reorganisation ” means any event, scheme or arrangement whereby an Acquiring Company obtains Control of the Company and immediately afterwards all or substantially all of the issued equity share capital of the Acquiring Company is owned directly or indirectly by persons who had Control of the Company immediately prior to such event, scheme or arrangement;

“ Most Senior Executives ” has the meaning given in Rule 1.3;

“ Other Listed Group ” means Rio Tinto plc and its Subsidiaries;

“ Participant ” means a person holding an Award or his personal representatives;

“ Plan ” means these rules known as “The Rio Tinto Bonus Deferral Plan”, including as it may be modified from time to time;

“ Qualifying Band ” has the meaning given in Rule 1.2;

 “ Shares ” means fully paid ordinary shares in the capital of the Company;

“ Subsidiary ” means a company which is a subsidiary of the Company within the meaning of Section 461 of the Corporations Act 2001 (Australia).

“ Vesting ” in relation to an Award, means a Participant becoming entitled to have the Shares transferred or issued, subject to these rules and “ Vest ” shall be construed accordingly;

 “ Vesting Date ” has the meaning given in Rule 1.4;

“ Year ” has the meaning given in Rule 1.2.

 

 

 

 

 

 

 

 

 

9

 

 

Exhibit 5.1

Rio Tinto plc
2 Eastbourne Terrace
London W2 6LG
United Kingdom

 

 

6 March 2015

The Directors
Rio Tinto plc
2 Eastbourne Terrace
London W2 6LG

United Kingdom

 

 

Dear Sirs,

 

This opinion is given in connection with the registration under the United States Securities Act of 1933, as amended (the “Act”) of 1,740,000  Ordinary Shares of 10p each of Rio Tinto plc, a company registered in England and Wales to be issued in connection with the Performance Share Plan 2013.

 

This opinion is limited to English law as applied by the English courts and is given on the basis that it will be governed by and be construed in accordance with English law.

 

I have examined and relied on copies of such corporate records and other documents, including the Registration Statement, and reviewed such matters of law as I have deemed necessary or appropriate for the purpose of this opinion.

 

On the basis of, and subject to, the foregoing and having regard to such consideration of English law in force at the date of this letter as I consider relevant, I am of the opinion that:

 

(i)

 

the Company has been duly organized and is an existing corporation in good standing under the laws of England and Wales; and

 

(ii)

 

any Ordinary Shares of 10p each to be issued by Rio Tinto plc pursuant to and in accordance with the Performance Share Plan 2013 will, when issued and delivered pursuant to the Company’s Memorandum and Articles of Association and in accordance with the Performance Share Plan 2013, be validly issued, fully paid and non-assessable (i.e., no further contributions in respect thereof will be required to be made to the Company by the holders thereof, by reason only of their being such holders).

 

I consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-8 relating to such Ordinary shares. In giving such consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Act.

 

This opinion is rendered as of the date above and I disclaim any obligation to advise you of facts, circumstances, events or developments which may alter, affect or modify the opinion expressed herein.

 

Yours faithfully

 

 

/s/ Marcus Dowding    
Marcus Dowding
General Manager, Company Secretariat
Solicitor, England and Wales
Rio Tinto plc

 

Rio Tinto plc. Registered office 2 Eastbourne Terrace, London, W2 6LG, United Kingdom.
Registered in England No. 719885.

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated 5 March 2015 relating to the financial statements and the effectiveness of internal control over financial reporting of the Rio Tinto Group, which appears in the Rio Tinto Group’s Annual Report on Form 20-F for the year ended 31 December 2014.

 

 

 

 

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

 

/s/ PricewaterhouseCoopers

PricewaterhouseCoopers

 

 

 

London, United Kingdom

 

Melbourne, Australia

6 March 2015

 

6 March 2015