RIO TINTO PLC (Form: S-8, Received: 05/14/2018 15:07:09)

Large accelerated filer

Accelerated filer

Non-accelerated filer

☐ (Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

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.)

6 St. James’s Square
London SW1Y 4AD,

United Kingdom
(Address of principal executive offices)

Level 7, 360 Collins Street
Melbourne, Victoria 3000,
Australia
(Address of principal executive offices)

Rio Tinto plc
Equity Incentive Plan 2018

(Full title of plans)

Rio Tinto Limited
Equity Incentive Plan 2018

Rio Tinto Limited

Global Employee Share 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

(Telephone number, including area code, of agent for service)

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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
-Equity Incentive Plan 2018	1,500,000	US$55.27	US$82,905,000	US$10,321.67
Rio Tinto Limited shares
-Equity Incentive Plan 2018 -Global Employee Share Plan	150,000 10,000	US$60.86 US$60.86	US$9,129,000 US$608,600	US$1,136.56 US$75.77 US$11,534.00

(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 Rule 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 Equity Incentive Plan 2018, 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 9 May 2018 (£40.74);

•

for the Rio Tinto Limited Equity Incentive Plan 2018, the average of the high and low market prices of Rio Tinto Limited shares quoted on the Australian Securities exchange on 9 May 2018 (A$81.63).

•

for the Rio Tinto Limited Global Employee Share Plan, the average of the high and low market prices of Rio Tinto Limited shares quoted on the Australian Securities exchange on 9 May 2018 (A$81.63).

The translation of pounds sterling into U.S. dollars and of Australian dollars into U.S. dollars have been made at the noon buying rates, New York City time, as posted by Bloomberg on 9 May 2018 of US$1.3566 per £1.00 and US$0.7456 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

PA RT 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.	Annual Report on Form 20-F of Rio Tinto plc and Rio Tinto Limited for the year ended 31 December 2017.

2.	All other reports filed by Rio Tinto plc and Rio Tinto Limited pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since 31 December 2017 (other than the portions of those reports not deemed to be filed).

The description of (i) Rio Tinto plc’s Ordinary Shares, nominal value 10 pence per share and (ii) Rio Tinto Limited’s shares, each contained in the Annual Report on Form 20-F of Rio Tinto plc and Rio Tinto Limited for the year ended 31 December 2017 under the section entitled “Shareholder Information”.

All documents subsequently filed by either Rio Tinto plc or Rio Tinto Limited 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. Indemnifi cation o f Directors and Officers

Deeds of Indemnity

Directors appointed have entered into deeds of indemnity with Rio Tinto plc and Rio Tinto Limited as follows: Ann Godbehere on 9 February 2010, Chris Lynch on 1 September 2011, Simon Thompson on 15 April 2014, Michael L’Estrange on 16 September 2014, Megan Clark on 26 November 2014, Jean-Sébastien Jacques on March 17, 2016, David Constable on February 10, 2017, Sam Laidlaw on February 10, 2017 and Simon Henry on April 1, 2017. On January 9, 2017, Rio Tinto plc and Rio Tinto Limited each entered into deeds of indemnity with Steve Allen, Company Secretary of Rio Tinto plc and Joint Company Secretary of Rio Tinto Limited. On September 26, 2013, Rio Tinto Limited entered into a deed of indemnity with Tim 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 co sts) 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 w hen 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. E xhibits

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 Equity Incentive Plan 2018

4.4		Rules of the Rio Tinto Limited Equity Incentive Plan 2018

4.5		Rules of the Rio Tinto Limited Global Employee Share Plan

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

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

23.1		Consent of Independent Registered Public Accounting Firms.

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

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 registr ation 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.

SIGNA TURES

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 14 May 2018.

Rio Tinto plc		Rio Tinto Limited
(Registrant)		(Registrant)

/s/ Steve Allen		/s/ Steve Allen
Steve Allen		Steve Allen
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


		/s/ Cheree Finan
		By:		Cheree Finan
		Title:		Authorized Representative

For on behalf of Rio Tinto plc and Rio Tinto Limited

Signature	Title	Date

/s/ Simon Thompson		14 May 2018
Simon Thompson	Chairman
/s/ Jean-Sébastien Jacques		14 May 2018
Jean-Sébastien Jacques	Director and Chief Executive
/s/ Christopher Lynch		14 May 2018
Christopher Lynch	Director and Chief Financial Officer
/s/ Megan Clark		14 May 2018
Megan Clark	Non Executive Director
/s/ David Constable		14 May 2018
David Constable	Non Executive Director
/s/ Ann Godbehere		14 May 2018
Ann Godbehere	Non Executive Director
/s/ Simon Henry		14 May 2018
Simon Henry	Non Executive Director
/s/ Sam Laidlaw		14 May 2018
Sam Laidlaw	Non Executive Director
/s/ Michael L’Estrange		14 May 2018
Michael L’Estrange	Non Executive Director

Exhibit 4.3

RIO TINTO PLC

RULES OF THE RIO TINTO PLC
EQUITY INCENTIVE PLAN 2018

Approved by the Remuneration Committee under delegated authority of the Board of Directors:	6 February 2018
Shareholders’ Approval:	11 April 2018
Expiry Date:	10 April 2028




Linklaters LLP One Silk Street London EC2Y 8HQ

Telephone (+44) 20 7456 2000

Ref 01/140

Table of Contents

Contents		Page

1	Introduction	1

2	Definitions	1

3	Granting Awards	4

4	Documentation of Awards	5

5	Before Vesting	5

6	Vesting	7

7	Retention Period	9

8	Leaving employment	10

9	Suspension	12

10	Malus	13

11	Clawback	14

12	Vesting in connection with relocation	17

13	Takeovers and other corporate events	17

14	Changing the Plan	20

15	Tax	21

16	Limits on newly issued and treasury shares	21

17	General	22

Schedule 1		25

Schedule 2		26

Schedule 3		27

1	Rule 1 Introduction	27

2	Rule 2 Definitions	27

3	Rule 3 (Granting Awards)	28

4	Rule 5 (Before Vesting)	29

5	Rule 6 (Vesting)	29

6	Rule 7 (Retention Period)	30

7	Rule 8 (Leaving Employment)	31

8	Rule 11 (Vesting in connection with relocation)	31

9	Rule 12 (Takeovers and other corporate events)	31

10	Rule 13 (Changing the Plan)	31

11	Rule 15 (Limits on newly issued and treasury shares)	31

12	Rule 16 (General)	32

13	Severability	33

1	Introduction

The Plan allows for the grant of Awards in the form of:

Conditional Awards - Awards under which the Participant receives Shares for free automatically to the extent the Award Vests;

Options - Awards under which the Participant can acquire Shares, to the extent their Award has Vested, at a price (which may be zero) set when the Option is granted; or

Forfeitable Shares - Awards under which the Participant receives free Shares on grant which are subject to a requirement that the Participant gives the Shares back to the extent the Award lapses.

Conditional Awards and Options can also be granted on the basis that they will only ever be satisfied with a cash payment equal to the value of the Shares to which the Participant would otherwise be entitled (less any Option Price).

Awards will Vest over a period set by the Directors for each Award and Vesting or grant may be subject to Performance Conditions or other conditions.

After Vesting, Awards may also be subject to a Retention Period.

This introduction does not form part of the rules.

2	Definitions

In these rules:

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

“ Additional Shares ” has the meaning set out in rule 6.3;

“ Award ” means a Conditional Award, Forfeitable Shares or an Option;

“ Award Date ” means the date on which an Award is granted under rule4;

“ Bonus Deferral Award ” means a Time-based Award which is granted to the Participant in lieu of bonus which he might otherwise have been paid in cash and which is designated as such by the Directors under rule 3.3.2;

“ Business Day ” means a day on which the London Stock Exchange is open for the transaction of business;

“ Company ” means Rio Tinto plc;

“ Conditional Award ” means a conditional right to acquire Shares for free granted under the Plan;

“ Consideration Point ” means the earlier of:

(i)

such time as the Directors considers that the outcome and/or significance of any internal or external investigation, actions or other events or circumstances is fully understood;

(ii)

any date on which Vesting would otherwise occur under rules 13.1 (Takeover) or 13.3 (Demerger or other corporate event); and

(iii)

such earlier time which the Directors may in its absolute discretion determine

but not later than the fifth anniversary of the date on which the Award would have Vested but for the postponement o f such Vesting under r ule 9 (Suspension);

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

“ Corporate Event ” means, in relation to the Company:

(i)

any demerger, delisting, distribution (other than an ordinary dividend) or other transaction, which, in the opinion of the Directors, might affect the current or future value of Shares; or

(ii)

any reverse takeover (not being a change in Control of the Company), merger by way of a dual listed company or other significant corporate event, as determined by the Directors;

“ Dealing Restrictions ” means any restriction on dealing in securities imposed by regulation, statute, order, directive, the rules of any stock exchange on which Shares are listed or any code adopted by the Company as varied from time to time;

“ Detrimental Activity ” means, as established to the satisfaction of the Directors, and without the prior written consent of the Company, the Participant being in breach of any applicable restrictions on competition, solicitation or the use of confidential information (whether arising out of the Participant’s employment contract, their termination arrangements or any internal policies);

“ Directors ” means, subject to rule 13.5, the remuneration committee of the board of directors of the Company or any other committee comprised of non-executive directors of the board of the Company or any other person to whom any such committee has delegated any of its functions under these rules;

“ Dividend Equivalent ” means a conditional entitlement to an amount linked to Dividends;

“ Dividends ” in relation to a particular Award, means dividends on Shares (excluding any non-ordinary dividend which the Directors determine should be excluded) the record date for which was within the period between the Award Date and the day before the date on which those Shares are registered in the name of the relevant Participant (both dates inclusive);

“ Exco ” means the executive committee of the Company;

“ Final Lapse Date ” means the latest date on which an Option will lapse which will be the date set by the Directors under rule 3.3.8 or, if no date is set, the date 10 years after the Award Date;

“ Forfeitable Share Agreement ” means the agreement referred to in the Schedule 1 to these rules;

“ Forfeitable Shares ” means Shares held in the name of or for the benefit of a Participant subject to the Forfeitable Share Agreement;

“ Grantor ” means the Company or any other entity which grants or has agreed with the Company to satisfy an Award under the Plan;

“ Group ” means the Company, Subsidiaries and any other company which is associated with the Company and is so designated by the Directors for some or all purposes of the Plan and “ Member of the Group ” shall be construed accordingly;

“ London Stock Exchange ” means London Stock Exchange plc or any successor ;

“ Option ” means a conditional right to acquire Shares by the exercise of that right granted under the Plan;

“ Option Price ” means the amount (which may be zero) payable on the exercise of an Option set by the Directors under rule 3.3.8;

“ Owned Shares ” means Shares subject to a Retention Period which are transferred or issued into the beneficial ownership of the Participant as set out in rule 7.1.1(i);

“ Participant ” means a person who holds, or who has held, an Award or their personal representatives;

“ Performance Condition ” means any condition linked to performance imposed under rule 3.3.5;

“ Performance-based Award ” means an Award as so designated by the Directors under rule 3.3.2;

“ Plan ” means these rules known as “The Rio Tinto plc Equity Incentive Plan 2018”, as changed from time to time;

“ Retention Period ” means the period after Vesting during which a Participant is required to retain their Shares as set out in rule 7;

“ Retention Shares ” means any Vested Shares and any Additional Shares which the Participant is required to retain during the Retention Period;

“ Review Period ” means, in relation to a particular Award, a period of two years following the Vesting of that Award except where rule 11.2.5 applies;

“ Rio Tinto Group ” means each Member of the Group and Rio Tinto Limited and its subsidiaries;

“ Shares ” means fully paid ordinary shares the Company;

“ Subsidiary ” means a body corporate in which is a subsidiary of the Company within the meaning of Section 1159 of the Companies Act 2006; and

“ Time-based Award ” means an Award as so designated by the Directors under rule 3.3.2;

“ Vesting ”, subject to the rules:

(i)

in relation to Conditional Awards, means a Participant becoming entitled to have the Shares (or cash if rule 6.4 applies) transferred to them;

(ii)

in relation to an Option, means an Option becoming exercisable; and

(iii)

in relation to Forfeitable Shares, means the restrictions set out in the Forfeitable Share Agreement ceasing to have effect as described in rule 6.2.3,

and “ Vest ” and “ Vested ” shall be construed accordingly; and

“ Vesting Date ” means the date set for Vesting of an Award under rule 3.3.6.

If there is any conflict between two provisions in these rules under which an Award will lapse, the one which gives rise to the earlier lapse will prevail.

3	Granting Awards

3.1	Eligibility

The Grantor may select any employee of a Member of the Group to be granted an Award.

3.2	Timing of Awards

Awards may only be granted within 42 days starting on any of the following:

3.2.1

the date of shareholder approval of the Plan;

3.2.2

the end of any closed period under Market Abuse Regulation (EU) 596/2014;

3.2.3

any day on which the Directors resolves that exceptional circumstances exist which justify the grant of Awards;

3.2.4

any day on which changes to the legislation or regulations affecting share plans are announced, effected or made; or

3.2.5

the lifting of Dealing Restrictions which prevented the granting of Awards during any period specified above.

No Awards may be granted after 10 April 2028 or such earlier date as the Directors may specify.

3.3	Terms set at grant

When granting an Award, the Directors will set the following terms:

3.3.1

whether the Award will take the form of:

(i)

a Conditional Award;

(ii)

an Option;

(iii)

Forfeitable Shares; or

(iv)

a combination of these;

3.3.2

where relevant, designate an Award as a Bonus Deferral Award, Time-based Award or a Performance-based Award;

3.3.3

whether the Vesting of a Time-based Award will be subject to a Performance Condition;

3.3.4

subject to rule 3.5, the number of Shares subject to the Award or how that number will be determined;

3.3.5

the terms of any Performance Condition or other condition set under rule 3.4;

3.3.6

one or more Vesting Dates (unless specified in a Performance Condition) and, if there is more than one, the proportion of the Award which can Vest on each one (or how that will be determined);

3.3.7

whether or not a Retention Period will apply and, if so, when it will normally end and how the number of Retention Shares will be determined;

3.3.8

in the case of an Option:

(i)

the Option Price; and;

(ii)

t he Final Lapse Date which will not be more than 10 years after the Award Date ; and

3.3.9

any other terms or conditions of the Award.

3.4	Performance Conditions

The Directors may decide that Vesting of an Award will be conditional:

3.4.1

on the satisfaction of one or more conditions set by the Directors on grant linked to the performance of the Company, the Participant and/or any business unit or Member of the Group; and/or

3.4.2

any other condition or conditions set by the Directors,

which, in either case, may provide that the Award will lapse to the extent that it is not satisfied.

The Directors may amend a Performance Condition in accordance with its terms or if anything happens which causes the Directors reasonably to consider the amended Performance Condition would be a fairer measure of performance. The Directors may waive or change any other condition in such manner as it sees fit.

3.5	Size of Awards

3.5.1

An Award to be granted to a director of the Company will not exceed any applicable maximum set out in the approved directors’ remuneration policy (as defined in section 226B(2) of the Companies Act 2006).

3.5.2

The number of Shares subject to a Deferred Bonus Award will be determined on the basis set out in the relevant short term incentive plan and in accordance with any relevant remuneration policy.

3.6	No payment for an Award

A Participant is not required to pay for the grant of an Award.

4	Documentation of Awards

4.1	Conditional Awards and Options

An Award (other than an Award of Forfeitable Shares) will be granted either by deed or by a Directors’ resolution.

4.2	Forfeitable Shares

Where an Award takes the form of Forfeitable Shares, the procedure set out in the Schedule 1 to this Plan will apply.

5	Before Vesting

5.1	Voting and dividends

5.1.1

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

5.1.2

Except to the extent specified in the Forfeitable Share Agreement , a Participant will have all rights of a shareholder in respect of Forfeitable Shares until the Award lapses.

5.2

Transfer

A Participant may not transfer, assign, charge or otherwise dispose of an Award or any rights in respect of it nor use an Award or any Shares subject to an Award as collateral for a loan or in any other context. If they do, whether voluntarily or involuntarily, then the Award will immediately lapse. This rule 5.2 does not apply:

5.2.1

to the transmission of an Award on the death of a Participant to the person entitled by law to deal with the estate;

5.2.2

to an assignment by way of court order;

5.2.3

to the assignment of an Award where the Directors consider that the Participant is no longer in a position to manage their own affairs by reason of ill-health; or

5.2.4

in any other circumstances if the Directors so decide.

5.3	Adjustment of Awards

5.3.1

Subject to all applicable laws and listing rules, the Directors may make such adjustments as they consider appropriate, if any, to:

(i)

the description, number and/or class of Shares or securities subject to an Award; and/or

(ii)

any cash payment to be made under these rules,

in the event of any of the circumstances set out in rule 5.3.2.

5.3.2

The circumstances are:

(i)

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 a demerger (in whatever form);

(ii)

a Corporate Event; and/or

(iii)

a takeover, demerger or other reconstruction (excluding liquidation or receivership) of any other company with which the Company's performance is compared.

5.3.3

Subject to the Forfeitable Share Agreement, a Participant will have the same rights as any other shareholders in respect of Forfeitable Shares where rule 5.3.2 applies. Any Shares, securities or rights allotted to a Participant as a result of such an event will be:

(i)

treated as if they were awarded to the Participant under the Plan in the same way and at the same time as the Forfeitable Shares in respect of which the rights were conferred; and

(ii)

subject to the rules of the Plan and the terms of the Forfeitable Share Agreement.

Vesting

6.1	Timing and extent of Vesting

Subject to the rest of these rules, an Award will Vest on the later of the following:

6.1.1

the Vesting Date; and

6.1.2

the date on which the Directors determine the extent to which any Performance Condition or any other condition is satisfied.

The Award will only Vest to the extent that any Performance Condition or other condition is satisfied.

However, if Vesting or the issue or transfer of Shares in satisfaction of an Award is prevented by any Dealing Restriction, the period for Vesting, issue or transfer will be delayed for that Award until the Dealing Restriction no longer prevents it.

6.2	Consequences of Vesting

6.2.1

If an Award takes the form of a Conditional Award, within 30 days of Vesting (or as soon as reasonably practicable after that), the Grantor will arrange (subject to the rest of this rule 6 and rules 7, 9, 10, 15 and 17.6) for the issue or transfer to, or to the order of, the Participant of the number of Shares in respect of which the Award has Vested.

6.2.2

A Participant can only exercise an Option to the extent it has Vested. To exercise it, the Participant must give notice in such form as the Grantor may prescribe and, in the case of an Option, comply with such arrangements as the Grantor determines for the payment of the Option Price (if any) including, without limitation, the sale of sufficient Shares to procure the payment of the Option Price. Subject to the rest of this rule 6 and rules 7, 9, 10, 15 and 17.6, the Grantor will arrange for the number of Shares in respect of which an Option has been exercised to be issued or transferred to the Participant within 30 days of the date on which the Option is exercised or as soon as reasonably practicable after that. An Option will lapse at the end of business on the Final Lapse Date if it does not lapse earlier under these rules.

6.2.3

To the extent an Award of Forfeitable Shares Vests, the restrictions contained in the Forfeitable Share Agreement will cease to apply.

6.3	Dividend Equivalent

Except in the case of a Participant who is granted an Option with an Option Price set at market value at grant, a Participant will be entitled on the issue or transfer of Vested Shares on or following the Vesting of a Conditional Award or the exercise of an Option to a number of additional Shares (“ Additional Shares ”) calculated on the basis set out below, unless the Directors decide to use a different basis:

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 all Dividends which would have been paid to the relevant Participant in respect of the number of Vested Shares if that number of

Shares had been registered in the name of the Participant on the Award Date , excluding any imputed or associated tax credits or rebates;

P is the average of the closing price of Shares on the London Stock Exchange over the five Business Days ending on the Business Day before the Vesting of the Award, or such other date as the Directors decide.

If the Directors so decide and regulatory requirements permit, the amount payable under this rule may be satisfied in cash. In this instance, the amount payable is equal to D .

For the avoidance of doubt, where there has been an adjustment in the number of Shares subject to an Award pursuant to rule 5.3, then for the purposes of calculating D in the formula above, the value of any Dividends which had a record date falling (i) before the date of the adjustment will be calculated by reference to the number of shares under the Award on the Award Date before the adjustment and (ii) after the date of adjustment will be based on the revised number of Shares under the Award which resulted from the adjustment.

6.4	Cash or share alternative

The Grantor can decide to satisfy any entitlement under an Award (other than Forfeitable Shares) to:

6.4.1

Shares by paying a cash amount; or

6.4.2

cash by issuing or transferring Shares.

In either case the entitlement will be satisfied based on the market value of the Shares on the date he becomes entitled as determined by the Directors (less any Option Price, in the case of an Option).

6.5	Automatic exercise of Options where Dealing Restrictions apply and Option would otherwise lapse

6.5.1

To the extent that:

(i)

a Vested Option has not been exercised by the close of the Business Day before the date on which it lapses; and

(ii)

it is in the money on that day,

the Company will, unless the Directors decides otherwise, treat it as having been exercised on that day.

6.5.2

If it does treat the Option as having been exercised, the Company will arrange for sufficient Shares resulting from the exercise to be sold on behalf of the Participant to raise an amount (after costs of sale) equal to the Option Price and any tax or social security required to be withheld under rule 15. The remaining Shares subject to the Option will be issued or transferred as set out in rule 6.2.2.

6.5.3

An Option is “in the money” on any day if the Directors estimate that, if all the Shares resulting from exercise were sold on that day, the sale proceeds (after making a reasonable allowance for any costs of sale and taxes) would be more than the Option Price.

6.5.4

The Participant may give notice, at any time before the day referred to in rule 6.5.1, requesting that this rule 6.5 should not apply to the Option.

6.5.5

No M ember of the Group will be liable for any loss a Participant may suffer as a result of the application or failure to apply this rule 6.5 .

7	Retention Period

This rule 7 applies if the Directors determine under rule 3.3.7 that a Retention Period applies in relation to an Award.

7.1	How the Retention Period will apply to an Award

7.1.1

On or before an Award Vests, the Directors will determine:

(i)

subject to rule 7.2, the number of Retention Shares which will be issued or transferred into the beneficial ownership of the Participant (“ Owned Shares ”) and held in accordance with this rule 7;

(ii)

if the Award is an Option, whether the Option must be exercised at Vesting to create Owned Shares or whether Shares subject to the Vested but unexercised Option may count as Retention Shares.

7.1.2

Where the Directors have determined that Owned Shares will be issued or transferred to the Participant, they will calculate the number of Shares which Vest in accordance with rule 6.1 together with the associated Additional Shares and will issue or transfer the beneficial ownership of the Retention Shares (if not already held in respect of an Award of Forfeitable Shares), for no consideration, to any person specified by the Directors to be held during the Retention Period under this rule 7.

7.1.3

Where the Award is an Option and the Directors have determined that it may continue during the Retention Period, the Option will become exercisable as described in rule 6.2 and any Retention Shares acquired on the exercise of the Option during the Retention Period (less any shares sold to pay tax pursuant to rule 14 (Tax)) will be held as Owned Shares.

7.2

Tax

Where tax is payable at the start of the Retention Period, then rule 15 (Tax) will apply and the Retention Period will apply in respect of the remainder of the Retention Shares. Shares may be issued or transferred and sold to the extent necessary to satisfy the liability under that rule.

7.3	Rights during the Retention Period

7.3.1

The following provisions will apply to Owned Shares during the Retention Period:

(i)

The Participant will be entitled to vote and to receive dividends and have all other rights of a shareholder in respect of the Owned Shares from the date the Participant becomes the beneficial owner.

(ii)

The Participant may not transfer, assign, charge or otherwise dispose of the Owned Shares or any interest in them nor use Retention Shares as collateral for a loan or in any other context (or instruct anyone to do so) except in the case of:

(a)

the sale of sufficient entitle ments nil-paid in relation to Shares to take up the balance of the entitlements under a rights issue;

(b)

a forfeiture as described in rule 7.4; or

(c)

the sale to fund any tax in accordance with rule 7.2.

(iii)

Any securities which the Participant receives in respect of Owned Shares as a result of an event described in rule 5.3.2 during the Retention Period will, unless the Directors decides otherwise, be subject to the same restrictions as the corresponding Owned Shares. This will not apply to any Shares which a Participant acquires on a rights issue or similar transaction to the extent that their number exceeds the number they would have acquired on a sale of sufficient rights under the rights issued nil-paid to take up the balance of the rights.

7.4	Forfeiture of Owned Shares

To the extent that Owned Shares are forfeited under rule 10 (Clawback) the Participant is deemed to consent to the immediate transfer of the beneficial ownership of the Shares, for no consideration or nominal consideration, to any person (which may include the Company, where permitted) specified by the Directors.

7.5	End of the Retention Period

7.5.1

The Retention Period will end on the earliest of the following:

(i)

the date on which the Retention Period would normally end, as set by the Directors in relation to the Award under rule 3.3.7

(ii)

the date on which the Participant dies;

(iii)

the date on which Awards vest on a takeover or other transaction under rule 13; and

(iv)

such earlier date as the Directors may decide.

7.5.2

At the end of a Retention Period the restrictions relating to Owned Shares in rule 7.3 will cease to apply and the Shares will be transferred to the Participant or as the Participant may direct.

8	Leaving employment

8.1	General rule on leaving employment

Unless rule 8.2 applies, if a Participant leaves employment (defined below) before their Award Vests then their Award will not lapse but will Vest in accordance with the provisions of this rule 8.

8.2	Leaving in specific circumstances

If a Participant leaves employment by reason of:

8.2.1

resignation;

8.2.2

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

8.2.3

any other reason, if the Directors so decide in any particular case,

then their Award will lapse, unless the Directors in their absolute discretion decide otherwise, and in exercising this discretion the Directors can determine the extent to which an Award Vests and any terms on which the Award will Vest and any Option may be exercised.

8.3	Timing of Vesting

Where rule 8.1 applies:

8.3.1

a Performance-based Award will Vest on the date it would have Vested if the Participant had not left employment unless the Directors decide at any time that the Award will Vest earlier;

8.3.2

a Time-based Award will Vest on the date of leaving employment unless the Directors decide at any time that the Award will vest on a later date; and

8.3.3

any Time-based Award, including any Bonus Deferral Award, held by a member of the ExCo will Vest on the date it would have Vested if the Participant had not left employment unless rule 8.5 applies.

8.4	Extent of Vesting of Award

Where rule 8.1 applies:

8.4.1

the Award will Vest to the extent any Performance Condition is satisfied on the date of Vesting and if an Award Vests earlier than the Vesting Date the Directors will determine the extent to which any Performance Condition is satisfied in accordance with its terms or, if there are no such terms, in such manner as they consider reasonable;

8.4.2

unless the Directors decide otherwise, and except in the case of a Bonus Deferral Award or a Performance-based Award, the number of Shares in respect of which the Award would otherwise Vest will be reduced by the proportion which the number of complete days from the date the Participant left employment to the Vesting Date bears to the number of complete days in the period from the Award Date to the Vesting Date;

8.4.3

unless the Directors decide otherwise, in the case of a Performance-based Award where the Participant leaves employment before the third anniversary of the Award Date, the number of Shares in respect of which the Award would otherwise Vest will be reduced by the proportion which the number of complete days from the date the Participant left employment to the third anniversary of the Award Date bears to the number of complete days in the period from the Award Date to the third anniversary of the Award Date; and

8.4.4

for the avoidance of doubt, a time pro-rated reduction under this rule will not apply to a Bonus Deferral Award at all or, unless the Directors decide otherwise, to a Performance-based Award where the Participant leaves employment on or after the third anniversary of the Award Date.

8.5

Death

If a Participant dies before Vesting, their Award will Vest on the date of death and rule 8.4 will apply.

If a Participant left employment before death either where rule 8.1 applied or where their Award did not lapse under rule 8.2 then, unless the Directors decide otherwise, any pro-rating of their Award will be by reference to the date the Participant left employment.

8.6	Treatment of Options after leaving

If the holder of an Option dies or otherwise leaves employment:

8.6.1

before Vesting where rule 8.1 applies; or

8.6.2

after Vesting for any reason (except as described below)

their Option will be exercisable for 12 months from the later of:

8.6.3

the date on which the Option Vests; and

8.6.4

the date on which the Participant left,

after which the Option will lapse, but the Directors may reduce or extend that period (but not beyond the Final Lapse Date).

However, if a Participant leaves employment after Vesting because of misconduct or breach of the terms of their employment, their Award will lapse on the day they leave employment unless the Directors determines otherwise and, for the avoidance of doubt, rule 6.5 will not apply.

8.7	Detrimental activity

If a Participant leaves employment where rule 8.1 applies, unless the Directors decide otherwise, the Participant’s Award will lapse if he engages in Detrimental Activity and, if relevant, rule 6.5 will not apply.

8.8

General

8.8.1

A Participant will only be treated as “leaving employment” when they are no longer an employee or director of any Member of the Group.

8.8.2

Notwithstanding anything else in this rule 8, a transfer of employment to or immediate re-employment by Rio Tinto Limited or any subsidiary of it which Rio Tinto Limited has Control of will not, whether or not that entity is a Member of the Group, constitute leaving employment for the purposes of these rules and these rules will continue to apply to that Participant as if Rio Tinto Limited and its subsidiaries were each a Member of the Group, unless the Directors decide otherwise.

9	Suspension

9.1.1

consideration of the Vesting of the Award) will be postponed until the Consideration Point . The following will apply where there is a postponement under this rule 9.1 .1 :

(i)

The Award will continue and will neither Vest nor lapse until the Consideration Point.

(ii)

At the Consideration Point, the Committee will consider the use of its discretions and powers under this rule 9.1.1. and rule 10.1.1. For the avoidance of doubt, there may be an adjustment or further adjustment under this rule 9.1.1 at the Consideration Point.

(iii)

If a Participant leaves employment after the date on which the Award would have Vested, but for the operation of this rule 9.1.1 then, unless the Directors decide otherwise, rule 8.1 (Leaving employment) will not apply. At the Consideration Point, the Committee will consider both the use of its discretions and powers under rules 8.1, 8.2, 9.1.1 and 10.1.1. The Award will Vest only to the relevant extent determined by the Committee.

(iv)

In making its determinations at the Consideration Point, the Committee can (without limitation) take into account the extent to which the Participant cooperates fully with all internal and external investigations, any matters, conduct or circumstances that arise from any such investigations and the conclusions and outcome of any investigation.

9.1.2

Rule 9.1.1 may be applied in different ways to different Participants in relation to the same or different events, or in different ways for the same Participant in relation to different Awards.

9.1.3

The Directors will notify the Participant of any application of this rule 9.

9.1.4

Without limiting rule 17.1, the Participant will not be entitled to any compensation in respect of any adjustment under this rule 9.

Malus

10.1.1

Where the Directors consider that an exceptional circumstance has occurred, the Directors may determine in their absolute discretion that the Vesting of a Participant's Award to the extent determined in accordance with the other rules of the Plan is not justified and may reduce the level of Vesting or determine that the Award does not Vest or, in the case of a Vested but unexercised Option, reduce the number of Shares under that Option. The circumstances in which the Directors may exercise their discretion under this rule 10.1.1 may include, inter alia:

(i)

any fraud or misconduct by the Participant or an exceptional event or events that has had or may have a material effect on the value or reputation of any Member of the Group (excluding an exceptional event or events which have a material adverse effect on global macroeconomic conditions);

(ii)

where information has emerged since the Award Date which would have affected the size of the Award granted ;

(iii)

the personal performance of the Participant, of their product group or of the Rio Tinto Group does not, in the reasonable opinion of the Directors, justify Vesting to the extent otherwise determined in accordance with the other rules of the Plan or where the Participant’s conduct or performance has been in breach of their employment contract, any laws, rules or codes of conduct applicable to them or the standards reasonably expected of them;

(iv)

the performance of the company, business or undertaking in which a Participant worked or works or for which they were or are directly or indirectly responsible is found to have been misstated or based upon any material misrepresentation and which resulted in the Award being granted over a greater number of Shares than would otherwise have been the case;

(v)

where any team, business area, Member of the Group or profit centre in which the Participant works or worked has been found guilty in connection with any regulatory investigation or has been in breach of any laws, rules or codes of conduct applicable to it or the standards reasonably expected of it; and/or

(vi)

the occurrence of a catastrophic safety or environmental event or events.

10.2

General

10.2.1

For the avoidance of doubt, rule 10.1.1 can apply even if the Participant was not responsible for the event in question or, where relevant, if it happened before the grant of the Award.

10.2.2

Rule 10.1.1 may be applied in different ways for different Participants in relation to the same or different events, or in different ways for the same Participant in relation to different Awards.

10.2.3

Rule 10.1.1 will not apply to an Award which has been exchanged in accordance with rule 13.4.

10.2.4

The Directors will notify the Participant of any application of this rule 10.

10.2.5

Without limiting rule 17.1, the Participant will not be entitled to any compensation in respect of any adjustment under this rule 10, and the operation of rule 10.1.1 will not limit any other remedy any Member of the Group may have in relation to the circumstances in which rule 10.1.1 is operated.

Clawback

11.1.1

During the Review Period for any Award where the Directors consider that an exceptional circumstance has occurred, the Directors may determine in their absolute discretion that any one or more of the following apply:

(i)

that:

(a)

any other Award held by the Participant be reduced (including to zero);

(b)

any Shares previously received by the Participant under this Plan including any Owned Shares , or such number as are specified by the Directors , be transferred for nil consideration to any person specified by the Directors ; or

(c)

failing or instead of the transfer of such Shares under paragraph (b) above, an amount in cash equal to the value of the Shares at a date determined by the Directors or such lower amount as the Directors may specify, be paid to the Company or as it may direct by the Participant;

(ii)

the Participant must pay a cash amount equal to the dividends or other rights or benefits (in each case, calculated as set out in a notification to the Participant but excluding any imputed or associated tax credits or rebates, such as any Australian franking credits, in relation to those dividends, rights or benefits) paid on or attributed to a Share previously received by the Participant under this Plan including any Owned Shares since Vesting; and/or

(iii)

the Company, the Participant’s employing company or any other Member of the Group may withhold from or offset against any distribution, bonus, payment (including salary) or grant or vesting of any other award to which a Participant may be entitled in connection with their employment with any Member of the Group, such an amount as the Directors consider appropriate.

11.1.2

The circumstances referred to in rule 11.1.1 may include, inter alia:

(i)

(ii)

an error (including a misstatement or omission) is found in any published financial statements of the Rio Tinto Group or any business division of the Rio Tinto Group requiring a material downward restatement or which otherwise is material to the Rio Tinto Group or the business division, or where information has emerged since the Award Date which would have affected the size of the Award granted or the extent to which it Vested;

(iii)

the personal performance of the Participant, of their product group or of the Rio Tinto Group did not, in the reasonable opinion of the Directors, justify Vesting to the extent otherwise determined in accordance with the other rules of the Plan or where the Participant’s conduct or performance has been in breach of their employment contract, any laws, rules or codes of conduct applicable to them or the standards reasonably expected of them;

(iv)

and/or Vesting over a greater number of Shares than would otherwise have been the case ;

(v)

(vi)

the occurrence of a catastrophic safety or environmental event or events.

11.1.3

In making any determinations under rule 11.1.1 as to the number of Shares to be transferred or the amount of the cash to be paid by the Participant, the Directors may decide that the number of Shares or the amount of cash (as the case may be) be determined on either a gross basis or net of tax basis. If the Directors determine that the number of Shares or the amount of cash (as the case may be) is to be determined on a net of tax basis, the Directors may do so on the basis that the net of tax basis is to be applied only if the Participant enters into such deed of indemnity as the Directors may prescribe, in case any tax is refunded or is refundable to the Participant. The deed of indemnity may (without limitation) contain provisions for the recovery of tax and/ or employee social security contributions from the Participant and the process of liaison with any tax authority.

11.1.4

Where the Directors make a determination under rule 11.1.1, the Directors must notify the Participant and the Participant must, within 20 Business Days (or such other period as the Directors determine) of the date of that notice, comply with the requirements of the notice.

11.1.5

In making any determinations under rule 11.1.1, the Directors can take into account any information known to it at the time of the determination, regardless as to whether the information relates to events or circumstances that occurred before an Award was made, during the life of an Award, during the period before the Consideration Point, the Review Period or any other time.

11.2

General

11.2.1

For the avoidance of doubt, rule 11 can apply even if the Participant was not responsible for the event in question or if it happened before or after the Vesting or grant of the Award.

11.2.2

Rule 11.1.1 may be applied in different ways for different Participants in relation to the same or different events, or in different ways for the same Participant in relation to different Awards.

11.2.3

Rule 11.1.1 will not apply to an Award which has been exchanged in accordance with rule 13.4.

11.2.4

Clawback will not apply after a takeover (as defined in rule 13.1) or where an Award vests under rule 13.3.

11.2.5

If the Vesting of an Award has been postponed by the operation of rule 9 then this rule 11 will only apply in respect of that Award if the Award Vests within the Review Period which would have applied if the Vesting of the Award had not been postponed under rule 9 and the Review Period will not be extended because the Vesting of the Award was postponed.

11.2.6

The Directors will notify the Participant of any application of this rule 11 .

11.2.7

Without limiting rule 17.1, the Participant will not be entitled to any compensation in respect of any application of this rule 11, and the operation of rule 11.1.1 will not limit any other remedy any Member of the Group may have in relation to thecircumstances in which rule 11.1.1 is operated.

12	Vesting in connection with relocation

If a Participant who is not a director of the Company relocates to another jurisdiction before an Award Vests and, as a result:

(a)

the Participant or any Member of the Group is or may be subject to less favourable tax or social security treatment; or

(b)

the Vesting, exercise or satisfaction of the Award is or may be subject to any regulatory restriction, approval or consent,

the Directors may decide that the Award will Vest on such earlier date or dates and subject to such additional conditions as they may determine, including the retention of any Shares acquired on Vesting. In the case of an Option, the Directors may change the period during which it can be exercised or impose additional conditions upon the exercise.

13	Takeovers and other corporate events

13.1

Takeover

13.1.1

If there is a takeover (defined below) , each Award will Vest, subject to rule 9 (Suspension) and rule 10 (Malus), on the date of the takeover.

13.1.2

Where rule 13.1.1 applies:

(a)

the Directors will determine the extent to which any Performance Condition has been satisfied to the date of the takeover (in accordance with its terms or, if they do not provide for it, in such manner as it considers reasonable) and the proportion of the Award which will Vest as a result;

(b)

unless the Directors decide otherwise, and except in the case of a Bonus Deferral Award or a Performance-based Award, the number of Shares in respect of which the Award would otherwise Vest will be reduced by the proportion which the number of complete days from the date of the takeover to the Vesting Date bears to the number of complete days in the period from the Award Date to the Vesting Date;

(c)

unless the Directors decide otherwise, in the case of a Performance-based Award where the takeover occurs before the third anniversary of the Award Date, the number of Shares in respect of which the Award would otherwise Vest will be reduced by the proportion which the number of complete days from the date of the takeover to the third anniversary of the Award Date bears to the number of complete days in the period from the Award Date to the third anniversary of the Award Date; and

(d)

for the avoidance of doubt, a time pro-rated reduction under this rule will not apply to a Bonus Deferral Award at all or, unless the Directors decide

otherwise, to a Performance -based Award where the takeover occurs on or after the third anniversary of the Award Date.

13.1.3

To the extent that an Award has not Vested, it will lapse as to the balance, unless exchanged under rule 13.4 (Exchange of Awards).

13.1.4

An Option will be exercisable for a period of one month from the date of the takeover, after which it will lapse (whether or not it Vested under this rule).

13.1.5

An Award will not Vest under rule 13.1.1 but will be exchanged under rule 13.4 (Exchange of Awards) if:

(i)

an offer to exchange Awards is made and accepted by a Participant; or

(ii)

the Directors, with the consent of the Acquiring Company, decides before the person obtains Control that the Awards will be automatically exchanged.

There is a “takeover” when:

(i)

a person (or a group of persons acting in concert) obtains Control of the Company whether or not as a result of making an offer to acquire Shares; or

(ii)

under Section 899 of the Companies Act 2006, a court sanctions a compromise or arrangement in connection with the acquisition of Shares,

but not where the Directors determines rule 13.2 (Reconstruction) applies.

13.2	Reconstruction

If there is any internal reconstruction, reorganisation, merger or acquisition of the Company which:

13.2.1

is not intended to result in; or

13.2.2

does not involve

a significant change in the identity of the ultimate shareholders of the Company then the Directors may determine this rule 13.2 applies to any Awards which have not Vested by the day the reconstruction takes effect. The Directors will arrange for an Award to be replaced by an equivalent award of shares in the new parent company or companies as determined by the Directors. The Directors may amend any Performance Condition as it considers appropriate.

13.3	Demerger or Other Corporate Event

13.3.1

If the Directors becomes aware that the Company is or is expected to be affected by any demerger, distribution (other than an ordinary dividend), reconstruction or other transaction not falling within rule 13.1 (Takeover) which, in the opinion of the Directors, would affect the current or future value of any Award, the Directors may allow an Award to Vest (subject to rule 9 (Suspension) and rule 10 (Malus)) subject to any such conditions as the Directors may decide to impose.

13.3.2

Where rule 13.3.1 applies:

(a)

the Directors will determine the extent to which any Performance Condition has been satisfied to the date of the Vesting determined under rule 13.3.1 in accordance with its terms or, if they do not provide for it, in such manner

as it considers reasonable , and the proportion of the Award which will Vest as a result;

(b)

unless the Directors decide otherwise, and except in the case of a Bonus Deferral Award or a Performance-based Award, the number of Shares in respect of which the Award would otherwise Vest under rule 13.3.1 will be reduced by the proportion which the number of complete days from the date of Vesting under rule 13.3.1 to the Vesting Date bears to the number of complete days in the period from the Award Date to the Vesting Date;

(c)

unless the Directors decide otherwise, in the case of a Performance-based Award where the Vesting under rule 13.3.1 occurs before the third anniversary of the Award Date, the number of Shares in respect of which the Award would otherwise Vest under rule 13.3.1 will be reduced by the proportion which the number of complete days from the date of Vesting under rule 13.3.1 to the third anniversary of the Award Date bears to the number of complete days in the period from the Award Date to the third anniversary of the Award Date; and

(d)

for the avoidance of doubt, a time pro-rated reduction under this rule will not apply to a Bonus Deferral Award at all or unless the Directors decide otherwise, to a Performance-based Award where the takeover occurs on or after the third anniversary of the Award Date.

13.3.3

To the extent that an Award has not Vested, it will lapse as to the balance.

13.3.4

The Directors will determine the period during which an Option may be exercised under this rule 13.3 (whether or not it Vested under rule 13.3.1) and whether or not it will lapse at the end of that period.

13.3.5

Participants will be notified if they are affected by the Directors exercising their discretion under this rule.

13.4	Exchange of Awards

If an Award is to be exchanged under this rule 13, the exchange will take place as soon as practicable after the relevant event.

The new award:

13.4.1

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

13.4.2

must be equivalent to the existing Award, subject to rule 13.4.4;

13.4.3

will be treated as having been acquired at the same time as the existing Award and, subject to rule 13.4.4, will Vest in the same manner and at the same time;

13.4.4

must either:

(i)

be subject to a Performance Condition which is, so far as practicable, equivalent to any Performance Condition applying to the existing Award; or

(ii)

not be subject to any Performance Condition, but be in respect of the number of shares which is equivalent to the number of Shares comprised in the existing Award which would have Vested under rule 13.1 (Takeover); or

(iii)

be subject to such other terms as the Directors considers appropriate in all the circumstances; and

13.4.5

will be governed by the Plan as if references to Shares were references to the shares over which the new award is granted and references to the Company were references to the Acquiring Company or the body corporate determined under rule 13.4.1.

13.5

Directors

In this rule 13, “ Directors ” means those individuals who were members of a committee of the board of the Company referred to in the definition of Directors in rule 1.1 immediately before the change of Control.

14	Changing the Plan

14.1	Directors’ powers

Except as described in the rest of this rule 14, the Directors may at any time change the Plan including the terms of any Award already granted in any way.

14.2	Shareholder approval

14.2.1

Except as described in rule 14.2.2, the Company in a general meeting must approve in advance by ordinary resolution any proposed change to the Plan or any Award to the advantage of present or future Participants, which relates to:

(i)

eligibility;

(ii)

the limits on the number of Shares which may be issued under the Plan;

(iii)

any individual limit for each Participant under the Plan;

(iv)

the basis for determining a Participant’s entitlement to, and the terms of, securities, cash or other benefit to be provided and for the adjustment thereof (if any) if there is a capitalisation issue, rights issue or open offer, sub-division or consolidation of shares or reduction of capital or any other variation of capital; or

(v)

the terms of this rule 14.2.1.

14.2.2

The Directors can change the Plan or any Award and need not obtain the approval of the Company in general meeting for any changes to a Performance Condition or other condition in accordance with rule 3.4 or for minor changes:

(i)

to benefit the administration of the Plan;

(ii)

to comply with or take account of the provisions of any proposed or existing legislation;

(iii)

to take account of any changes to legislation; or

(iv)

to obtain or maintain favourable tax, exchange control or regulatory treatment of the Company, any Subsidiary or any present or future Participant.

14.2.3

The Directors may, without obtaining the approval of the Company in general meeting, establish further plans (by way of schedules to the rules or otherwise) based on the rules, but modified to take account of local tax, exchange control or securities law in non-UK territories. However, any Shares made available under such plans are treated as co unting against any limits on individual and overall participation in the Plan.

14.3

Notice

The Directors are not required to give Participants notice of any changes.

Tax

The Participant will be responsible for all taxes, social security contributions or other levies arising in connection with an Award for which they will, or may be, liable. .

The Company, any employing company or trustee of any employee benefit trust, may withhold any amounts or make such arrangements as it considers necessary to meet any liability to pay or account for any such taxation or social security contributions, other levies or any deductions required under the Rio Tinto Group’s policies on hypothetical taxes. These arrangements may include the sale of or reduction in number of Shares to which a Participant would otherwise be entitled or the deduction of the amount of the liability from any cash amount payable to the Participant under the Plan or otherwise.

The Participant will promptly do all things necessary to facilitate such arrangements and, notwithstanding anything to the contrary in the Plan, Vesting or the issue or transfer of Shares may be delayed until he does so.

16	Limits on newly issued and treasury shares

16.1	Plan limits - 10 per cent

An Award must not be granted if the number of Shares committed to be issued under that Award exceeds 10 per cent of the ordinary share capital of the Company in issue immediately before that day, when added to the number of Shares which have been issued, or committed to be issued, to satisfy Awards under the Plan, or options or awards under any other employee share plan operated by the Company, granted or awarded in the previous 10 years.

16.2	Plan limits - 5 per cent

An Award must not be granted if the number of Shares committed to be issued under that Award exceeds 5 per cent of the ordinary share capital of the Company in issue immediately before that day, when added to the number of Shares which have been issued, or committed to be issued, to satisfy Awards under the Plan, or options or awards under any other discretionary employee share plan adopted by the Company, granted or awarded in the previous 10 years.

16.3	Scope of Plan limits

When calculating the limits in rules 16.1 and 16.2, Shares will be ignored:

16.3.1

where the right to acquire them has been released or has lapsed; and

16.3.2

which are committed to be issued under any Dividend Equivalent but will count towards such limits on their issuance .

As long as so required by institutional shareholders, Shares transferred from treasury are counted as part of the ordinary share capital of the Company, and as Shares issued by the Company.

General

17.1	Terms of employment

17.1.1

This rule 17.1 applies during an employee’s employment with a Member of the Group and after the termination of an employee’s employment, whether or not the termination is lawful.

17.1.2

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 their 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.

17.1.3

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.

17.1.4

The terms of the Plan do not entitle the employee to the exercise of any discretion in their favour.

17.1.5

The employee will have no claim or right of action in respect of any decision, omission or discretion, which may operate to the disadvantage of the employee (including, without limitation, any adjustment under rule 9 or rule 10) even if it is unreasonable, irrational or might otherwise be regarded as being in breach of the duty of trust and confidence (and/or any other implied duty) between the employee and their employer.

17.1.6

No employee has any right to compensation for any loss in relation to the Plan, including any loss in relation to:

(i)

any loss or reduction of rights or expectations under the Plan in any circumstances (including lawful or unlawful termination of employment);

(ii)

any exercise of a discretion or a decision taken in relation to an Award or to the Plan, or any failure to exercise a discretion or take a decision; or

(iii)

the operation, suspension, termination or amendment of the Plan.

17.2	Directors’ decisions final and binding

The decision of the Directors on the interpretation of the Plan or in any dispute relating to an Award or matter relating to the Plan will be final and conclusive.

17.3	Documents sent to shareholders

The Company is not required to send to Participants copies of any documents or notices normally sent to the holders of its Shares.

17.4

Costs

The Company will pay the costs of introducing and administering the Plan. The Company may ask a Participant’s employer or any other Member of the Group to bear the costs in respect of an Award (including, for example, any trading or other working costs) to that Participant.

17.5	Data protection

17.5.1

The basis for any processing of personal information about a Participant who is subject to the EU’s General Data Protection Regulation (2016/679) (or any successor laws) is set out in the Company’s Share Plan Privacy Notice and is not the consent given under rule 17.5.2. The Share Plan Privacy Notice also contains details about how the Participant’s personal information is processed and the Participant’s rights in relation to that information. The Participant has a right to review the Share Plan Privacy Notice.

17.5.2

By participating in the Plan, the Participant who is not subject to the EU’s General Data Protection Regulation (2016/679) (or any successor laws) agrees to abide by the Company’s data protection policy from time to time in force, consents to the holding and processing of personal data (including sensitive personal data) provided by the Participant to any Member of the Group, trustee or third party service provider, for all purposes relating to the operation of the Plan and for compliance with applicable procedures, laws and regulations. These include, but are not limited to:

(i)

administering and maintaining Participant records;

(ii)

providing data to Members of the Group, trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan (including, without limitation, in relation to the circumstances concerning a Participant’s leaver status);

(iii)

providing data to future purchasers or merger partners of the Company, the Participant’s employing company, or the business in which the Participant works;

(iv)

transferring data about the Participant to a country or territory that may not provide the same statutory protection for the data as the Participant’s home country (including jurisdictions outside the European Economic Area); and/or

(v)

as otherwise set out in the Plan documentation and/or as notified to the Participant from time to time.

The Participant is entitled, on payment of a fee, to a copy of the personal data held about them. If anything is inaccurate the Participant has the right to have it corrected

17.6

Consents

All allotments, issues and transfers of Shares will be subject to any necessary consents under any relevant enactments or regulations for the time being in force in any relevant country. The Participant is responsible for complying with any requirements they need to fulfil in order to obtain or avoid the necessity for any such consent.

17.7	Share rights

Shares issued to satisfy Awards under the Plan will rank equally in all respects with the Shares in issue on the date of allotment. They will not rank for any rights attaching to Shares by reference to a record date preceding the date of allotment. Where Shares are transferred to a Participant, including a transfer out of treasury, the Participant will be entitled to all rights attaching to the Shares by reference to a record date on or after the transfer date. The Participant will not be entitled to rights before that date.

17.8

Listing

If and for so long as Shares are listed on the Official List and traded on the London Stock Exchange, the Company will apply for listing of any Shares issued under the Plan as soon as practicable.

17.9

Notices

17.9.1

Any information or notice to a person who is or will be eligible to be a Participant under or in connection with the Plan may be posted, or sent by electronic means, in such manner to such address as the Company considers appropriate, including publication on any intranet.

17.9.2

Any information or notice to the Company or other duly appointed agent under or in connection with the Plan may be sent by post or transmitted to it at its registered office or such other place, and by such other means, as the Directors or duly appointed agent may decide and notify Participants.

17.9.3

Notices sent by post will be deemed to have been given on the second day after the date of posting. However, notices sent by or to a Participant who is working overseas will be deemed to have been given on the seventh day after the date of posting. Notices sent by electronic means, in the absence of evidence to the contrary, will be deemed to have been received on the day after sending.

17.10

Governing law and jurisdiction

English law governs the Plan and the English Courts have non-exclusive jurisdiction in respect of any disputes arising.

Schedule 1

Grant of Forfeitable Shares

Where an Award takes the form of Forfeitable Shares, the Participant must:

enter into an agreement with the Grantor that, to the extent that the Award lapses under the Plan, the Shares are forfeited and they will immediately transfer their interest in them, for no consideration or nominal consideration, to any person (which may include the Company, where permitted) specified by the Grantor;

2	complete any elections required by the Directors, including elections under Part 7 of the Income Tax (Earnings and Pensions) Act 2003 (or similar elections in other jurisdictions) and elections to transfer any liability, or agreements to pay social security contributions; and

3	provide any other documentation which the Directors consider necessary or desirable to give effect to the terms of the Award, including a power of attorney or blank stock transfer form.

If the Participant does not do any of the actions above within a period specified by the Directors, the Award will lapse at the end of that period.

On or after the grant of Forfeitable Shares, the Grantor will procure that the relevant number of Shares are issued or transferred to the Participant or to another person to be held for the benefit of the Participant under the terms of the Plan. Where applicable, the share certificates or other documents of title relating to any Forfeitable Shares may be retained by the Grantor.

Schedule 2

Cash Awards

The Rules of the Rio Tinto plc Equity Incentive Plan 2018 will apply to a right (a “ Cash Award ”) to receive a cash sum granted or to be granted under this Schedule as if it was a Conditional Award or an Option, except as set out in this Schedule. Where there is any conflict between the Rules and this Schedule, the terms of this Schedule will prevail.

1	The Directors may grant or procure the grant of a Cash Award and designate it as a Conditional Award or an Option.

2	Each Cash Award will relate to a given number of notional Shares.

On the Vesting or exercise of the Cash Award the holder of that Award will be entitled to a cash sum which will be equal to the “ Cash Value ” of the notional Vested Shares, where the Cash Value of a notional Share is the market value of a Share on the date of Vesting or exercise of the Cash Award as determined by the Directors.

The cash sum payable under paragraph 3 above will be paid by the employer of the Participant (or any other Member of the Group as the Directors decide) as soon as practicable after the Vesting or exercise of the Cash Award, net of any deductions (on account of tax, hypothetical tax or similar liabilities) as may be required by law or as required under the Rio Tinto Group’s policies on hypothetical taxes.

5	For the avoidance of doubt, a Cash Award will not confer any right on the holder of such an Award to receive Shares or any interest in Shares.

Schedule 3

France

The purpose of this schedule is to make certain variations to the terms of the Plan, in order to satisfy French securities laws, exchange control, corporate law and tax requirements (especially the provisions of Article 80 quaterdecies of the French tax code and Articles L. 225-197-1 et seq. of the French Code de commerce with respect to free shares and Article 80 bis III of the French tax code and Articles L. 225-177 of the French Code of Commerce with respect to stock options) to qualify for favourable income tax and social security treatments in France.

The rules of the Plan, as amended by this schedule, are based on the above-mentioned provisions of the French Code of Commerce (in force on the date when the Plan was adopted), subject to any subsequent change or provision required by legislation, regulations or interpretations thereof. Consequently, the rules of the Plan, as amended by this schedule will be applied and may be amended in accordance with such legislation, regulations and interpretations.

In case of contradiction between (i) the Plan and/or the Award letter and (ii) the French Code of Commerce and/or the statement of practice of the French tax authorities, the French Code of Commerce and the statement of practice of the French tax authorities shall prevail.

These rules are based on the assumption that the Shares are listed on a regulated stock exchange.

The rules of the Plan shall apply subject to the modifications contained in this Schedule 3 whenever the Directors decide to grant a qualifying Award to a French tax resident Participant under this Schedule 3. The Directors may still decide to grant, to a French tax resident, Awards which terms and conditions may vary from this Schedule 3. Should that be the case, the Awards shall clearly indicate that they may not comply with this Schedule 3 and that they may not be qualifying for a favourable treatment under French tax and social security law.

Information in square brackets is for information purposes.

1	Rule 1 Introduction

No Forfeitable Shares shall be granted under this Schedule 3. Any reference in the Plan to Forfeitable Shares shall be deleted accordingly.

2	Rule 2 Definitions

2.1	The definitions of “Subsidiary” “Participant” and “Option Price” stated in rule 2 of the Plan shall be deleted and replaced by the following definitions:

“ Subsidiary ” means (i) a company in which the Company holds, directly or indirectly, at least 10 per cent of the share capital or voting rights; (ii) a company holding directly or indirectly at least 10 per cent of the share capital or voting rights of the Company; or (iii) a company for which at least 50 per cent of the share capital or voting rights are held by a company which holds at least 50 per cent of the share capital of the Company.

“ Participant ” means a salaried employee of the Company or any Subsidiary, or a corporate officer of the Company or any Subsidiary holding the duties of chairman of the board, general manager, deputy general manager, member of the directory board, or manager (respectively président du conseil d’administration, directeur général, directeur général délégué, membre du directoire or gérant ).

“ Option Price ” means an acquisition price which cannot be less than 80% of the average share price of the twenty trading sessions preceding the day of granting of such Option, provided that no Option can be granted within twenty trading sessions following a dividend payment or a capital increase. The acquisition price of share shall also not be lower than 80% of the price referred to in Article L. 225-179 §2 of the French Code of Commerce.

2.2	For the purpose of Awards granted under this Schedule 3, the following new definitions shall be added to those stated in rule 1 of the Plan:

“ Closed Period ” means:

With respect to Conditional Awards, (i) the 10 trading days preceding and 3 trading days following the date on which the Company’s consolidated accounts or, failing that, the annual accounts, are made public; and (ii) the period between (x) the date on which the management bodies of the Company have knowledge of information which, if made public, could have a significant impact on the price of the Shares and (y) the end of the tenth trading day following the date on which this information has been made public; and

With respect to Options, (i) the 10 trading days preceding and following the date on which the Company’s consolidated accounts or, failing that, the annual accounts, are made public; and (ii) the period between (x) the date on which the management bodies of the Company have knowledge of information which, if made public, could have a significant impact on the price of the Shares and (y) the end of the tenth trading day following the date on which this information has been made public.

“ Defined Disability ” means the circumstance where a Participant is recognised as a disabled employee of the second or third category under the meaning of Article L.341-4 of the French Social Security Code.”

2.3	The definition of “ Vesting Date “ shall be supplemented as follows: With respect to Conditional Award, the Vesting Date shall not occur less than one year after the grant of the Award.

2.4	All capitalised terms used in this Schedule 3 and not otherwise defined herein shall have the meaning ascribed to them in the Plan.

3	Rule 3 (Granting Awards)

3.1	Rule 3.1 (Eligibility) shall be supplemented with the following provisions:

“A grant of Awards shall comply with specific conditions when allocating Awards to corporate officers/directors:

•

With respect to Conditional Awards: with Article L225-197-1 II and L. 225-197-6 of the French Code of Commerce, as construed by statement of practice BOI-RSA-ES-20-20-10-20-20170724 §440; and

•

With respect to Options: with Article L225-186-1 of the French Code of Commerce, as construed by statement of practice BOI-RSA-ES-20-10-10-20140812 §335.”

3.2	Last sentence of rule 3.2 (Timing of Awards) shall be deleted and replaced with the following provisions :

“No Awards may be granted after the commencement of the seventy-sixth month after shareholder approval of the Plan or such earlier date as the Directors may specify.”

3.3	Rule 3.3.6 shall be supplemented with the following provisions:

“, provided that, subject to rule 8.5 (Death and Defined Disability), with respect to Conditional Awards the Vesting Dates shall not result in a Vesting period being less than a year as of the granting of such Award”

3.4	Rule 3.3.7 shall be supplemented with the following provisions

“, provided that, with respect to (i) Conditional Awards, the Retention Period together with the Vesting period, subject to rules 8.5 (Death and Defined Disability) and 7.5.4, shall not result in a total period being less than two years as of the granting of such Conditional Award and (ii) an Option, the Retention Period shall not exceed three years following the transfer of the shares to the Participant, subject to rules 7.5.1 and 7.5.4”.

3.5	Rule 3.5 (Size of Awards) shall be supplemented with the following provisions 3.5.3:

“A grant of Awards cannot be made to any Participant already holding more than 10 per cent of the share capital of the Company, nor result in any Participant holding more than 10 per cent of the share capital of the Company.”

4	Rule 5 (Before Vesting)

4.1	In rule 5.2, the terms “This rule 5.2 does not apply:” and provisions 5.2.1 to 5.2.4 shall be replaced with the following terms: “This rule 5.2 applies subject to rule 8.5 (Death and Defined Disability).”

4.2	Rule 5.3 shall be supplemented with a rule 5.3.4:

“Notwithstanding anything in this Plan, no adjustment can be made if such adjustments is not permitted under the statement of practice realised by the French tax authorities with respect to stock-options and free shares. The Plan shall comply with Article L225-181 of the French Code of Commerce with respect to Options.

5	Rule 6 (Vesting)

5.1	In rule 6.1, the terms “, especially rule 8.5 (Death and Defined Disability), shall be added after the words “Subject to the rest of these rules”.

5.2	Rule 6.3 shall be replaced as follows: “no Dividend Equivalent shall apply.”

5.3	Rule 6.4 (Cash or share alternative) shall be deleted under this Schedule 3. Any reference in the Plan to rule 6.4 shall be deleted accordingly.

5.4	Rule 6 shall be supplemented with a rule 6.6:

“6.6. Existing Shares to be allocated

6.6.1 Conditional Awards

If the Company is allocating existing Shares to the Participant, the Company shall hold the Share s the day preceding the day of allocation to the Participant ¹ .

6.6.2 Options

The Company is entitled to purchase the Shares to be allocated to the Participant the day preceding the day when the Option can be exercised ² .”

6	Rule 7 (Retention Period)

6.1	In rule 7.1.2, the reference to “together with the associated Additional Shares” shall be deleted.

6.2	In rule 7.3.1 (ii), the words after “(or instruct anyone to do so)” shall be deleted.

6.3	In rule 7.5.1, (iii) and (iv) shall be deleted and replaced by the following: “(iii) in case of a Conditional Award, the date on which the Participant has a Defined Disability”.

6.4	In rule 7.5.2 the reference “and the Shares will be transferred to the Participant or as the Participant may direct” shall not apply as the Shares will have already been transferred to the Participant upon Vesting.

6.5	Rule 7.5 shall be supplemented with a rule 7.5.3:

“Upon termination of the Retention Period, the Shares cannot be disposed of within the Closed Period, during which the sale of the Shares is prohibited.”

6.6	Rule 7.5 shall be supplemented with a rule 7.5.4:

“Shares transferred to Participants holding the duties of chairman of the board, general manager, deputy general manager, member of the directory board, or manager (respectively président du conseil d’administration, directeur général, directeur général délégué, membre du directoire or gérant ) in the Company or any Member of the Group shall not be disposed before termination of the Participant’s executive duties.

Alternatively, the Directors may decide that a fraction of the Shares transferred to Participants holding the duties of chairman of the board, general manager, deputy general manager, member of the directory board, or manager (respectively président du conseil d’administration, directeur général, directeur général délégué, membre du directoire or gérant ) in the Company or any Member of the Group will be in a registered ( nominatif ) form and will not be available for sale or transfer before termination of the Participant’s executive duties.”

6.7	Rule 7.5 shall be supplemented with a rule 7.5.5:

“Notwithstanding anything in this Plan, the end of the Retention Period shall end in such a manner so that the combined duration of the vesting period ( période d’acquisition ) and the holding period ( période de conservation ) is not less than two years”

Rule 7.5 shall be supplemented with a rule 7.5.6:

¹	Statement of practice BOI-RSA-ES-20-20-10-20-20170724 §1

²	Statement of practice BOI-RSA-ES-20-10-10-20140812 §190

“Notwithstanding anything in this Plan, the Retention Period for Shares resulting from the exercise of Options shall not exceed three years”.

7	Rule 8 (Leaving Employment)

7.1	Rule 8.5 (Death) shall be renamed “Death and Defined Disability” and replaced with the following provisions:

“Notwithstanding any other rule of the Plan, where a Participant leaves employment for reason of death, his/hers heirs may require, within six (6) months from the date of death, Vesting of the deceased’s Conditional Award and the transfer of the underlying Shares. The Shares will be transferred to the heirs of the Participant as soon as practicably possible following their request, and shall not be subject to any Retention Period.

Notwithstanding any other rule of the Plan, where a Participant suffers from a Defined Disability, he/she can request at any time the Vesting of its Conditional Award and the transfer of the underlying Shares. Shares transferred to a Participant suffering from a Defined Disability shall not be subject to any Retention Period.”

“Notwithstanding any other rule of the Plan, where a Participant leaves employment for reason of death, his/hers heirs may require, within six (6) months from the date of death, Vesting and the exercise of the deceased’s Options. The Shares will be transferred to the heirs of the Participant as soon as practicably possible following the exercise, and shall not be subject to any Retention Period.

8	Rule 11 (Vesting in connection with relocation)

Earlier vesting under this rule may trigger adverse tax and social security impact.

9	Rule 12 (Takeovers and other corporate events)

9.1

With respect to Conditional Awards, Rule 13 (Takeovers and other corporate events) shall apply only to the extent it complies with Article L. 225-197-1-III of the French Code of Commerce, Article 80 quaterdecies III of the French tax code and the statement of practice BOI-RSA-ES-20-20-10-20-20170724 §130-§250, as amended from time to time.

9.2	With respect to Options, Rule 13 (Takeovers and other corporate events) shall apply only to the extent it complies with Article L. 225-181 of the French Code of Commerce and Article 80 bis II bis §2 of the French tax code.

10	Rule 13 (Changing the Plan)

10.1	In rule 13.1 (Director’s Power), after the last word of the sentence, the following shall be added: “, provided that the changes do not affect the qualifying status of the Awards for French tax and social security purposes”.

11	Rule 15 (Limits on newly issued and treasury shares)

11.1	Rule 15 shall be supplemented with the following provisions:

“15.4 Conditional Awards:

Individual limits provided under Article L225-197-1 II of the French Code of Commerce and global limits provided under Article L225-197-1-II §3 of the French Code of Commerce are applicable to Conditional Awards.

Specific restrictions for listed companies under Article L225-197-6 of the French Code of Commerce are also applicable, including with respect to Conditional Awards allocation to directors ( dirigeants ) of the French Subsidiaries and French branches of foreign companies. These restrictions shall be construed in compliance with the statements of practice BOI-RSA-20-20-10-10-20170724 and BOI-RSA-20-20-10-20-20170724, as amended and/or supplemented from time to time.”

11.2	Rule 15 shall be supplemented with the following provisions:

“15.5 Options:

Individual limits provided under Article L225-182 of the French Code of Commerce and global limits provided under Article L225-182 and Article R225-145 of the French Code of Commerce are applicable to Options.

Specific restrictions for listed companies under Article L225-186-1 of the French Code of Commerce are also applicable,

12	Rule 16 (General)

12.1	Rule 16 shall be supplemented with the following provisions:

“16.11 form of Shares

16.11.1 Options:

In accordance with Article 80 bis II bis of the French tax code, after exercise of the Options, the Shares must be held in registered form in the name of the participant; the conversion of a Share into bearer form is assimilated to a sale. Pursuant to the statement of practice BOI-RSA-ES-20-10-10-20140812 §390, it is also possible, since the Shares are Shares in a non-French company, to comply with such requirement in segregating these Shares in a specific blocked account if foreign legislation does not permit to hold the Shares in a registered form.

16.11.2 Condition Awards

In accordance with Article 80 quaterdecies II of the French tax code, the conversion of a Share into bearer form is assimilated to a sale.”

12.2	Rule 16 shall be supplemented with the following provisions:

“16.12 Information Obligations

16.12.1 Condition Awards

The Company and its Subsidiaries will comply with the information obligations provided under Article L225-197-4 of the French Code of Commerce and under the statement of practice BOI-RSA-ES-20-20-10-20-20170724 §480.

16.12.2 Options

The Company and its Subsidiaries will comply with the information obligations provided under Article L225-184 of the French Code of Commerce.

The employer of a Participant shall comply with the provisions of Article L.242-1 of the French Social Security Code and shall provide the relevant information to the social security authorities .

16.12.3 General

The Company and its Subsidiaries are entitled to provide all relevant information to any tax or social security authorities with respect to a Participant and the Plan. The Participant shall cooperate with the Company and its Subsidiaries as the case may be.”

13	Severability

13.1	The terms and conditions provided in the Plan as amended by this Schedule 3 are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable under French law, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

Exhibit 4.4

RIO TINTO LIMITED

RULES OF THE RIO TINTO LIMITED

EQUITY INCENTIVE PLAN 2018

Approved by the Board of Directors:	6 February 2018
Shareholders’ Approval:	2 May 2018
Expiry Date:	1 May 2028




Linklaters LLP One Silk Street London EC2Y 8HQ

Telephone (+44) 20 7456 2000

Ref 01/140

Table of Contents

Contents		Page

1	Introduction	1

2	Definitions	1

3	Granting Awards	4

4	Documentation of Awards	6

5	Before Vesting	6

6	Vesting	7

7	Retention Period	9

8	Leaving employment	11

9	Suspension	13

10	Malus	13

11	Clawback	15

12	Vesting in connection with relocation	17

13	Takeovers and other corporate events	17

14	Changing the Plan	20

15	Tax	20

16	Limits on newly issued and treasury shares	21

17	General	21

Schedule 1		25

Schedule 2		26

1	Introduction

The Plan allows for the grant of Awards in the form of:

Conditional Awards - Awards under which the Participant receives Shares for free automatically to the extent the Award Vests;

Options - Awards under which the Participant can acquire Shares, to the extent their Award has Vested, at a price (which may be zero) set when the Option is granted; or

Forfeitable Shares - Awards under which the Participant receives free Shares on grant which are subject to a requirement that the Participant gives the Shares back to the extent the Award lapses.

Awards will Vest over a period set by the Directors for each Award and Vesting or grant may be subject to Performance Conditions or other conditions.

After Vesting, Awards may also be subject to a Retention Period.

This introduction does not form part of the rules.

2	Definitions

In these rules:

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

“ Additional Shares ” has the meaning set out in rule 6.3;

“ Associated Body Corporate ” means;

(i)

a body corporate that is a related body corporate of the Company within the meaning of Section 50 of the Corporations Act;

(ii)

a body corporate that has Voting Power in the Company of not less than 20%; or

(iii)

a body corporate in which the Company has Voting Power of not less than 20%;

“ Award ” means a Conditional Award, Forfeitable Shares or an Option;

“ Award Date ” means the date on which an Award is granted under rule 4;

" Australian Securities Exchange " means the financial market operated by ASX Limited or any successor;

“ Business Day ” means a day on which the Australian Securities Exchange is open for the transaction of business;

“ Company ” means Rio Tinto Limited;

“ Conditional Award ” means a conditional right to acquire Shares for free granted under the Plan;

“ Consideration Point ” means the earlier of:

(i)

such time as the Directors considers that the outcome and/or significance of any internal or external investigation, actions or other events or circumstances is fully understood;

(ii)

any date on which Vesting would otherwise occur under rules 13.1 (Takeover) or 13.3 (Demerger or other corporate event); and

(iii)

such earlier time which the Directors may in its absolute discretion determine

but not later than the fifth anniversary of the date on which the Award would have Vested but for the postponement of such Vesting under rule 9 (Suspension);

“ Control ” has the meaning given to it in Section 50AA of the Corporations Act;

“ Corporate Event ” means, in relation to the Company:

(i)

any demerger, delisting, distribution (other than an ordinary dividend) or other transaction, which, in the opinion of the Directors, might affect the current or future value of Shares; or

(ii)

any reverse takeover (not being a change in Control of the Company), merger by way of a dual listed company or other significant corporate event, as determined by the Directors;

" Corporations Act ” means the Corporations Act 2001 (Cth) in force from time to time in Australia;

“ Dealing Restrictions ” means any restriction on dealing in securities, including the grant of an Award or the vesting of an Award, imposed by regulation, statute, order, directive, the rules of any stock or securities exchange on which Shares are listed or any code adopted by the Company as varied from time to time;

“ Dividend Equivalent ” means a conditional entitlement to an amount linked to Dividends;

“ Exco ” means the executive committee of the Company;

“ Final Lapse Date ” means the latest date on which an Option wil l lapse which will be the date set by the Directors under rule 3.3 . 8 or, if no date is set, the date 10 years after the Award Date ;

“ Forfeitable Share Agreement ” means the agreement referred to in the Schedule 1 to these rules;

“ Forfeitable Shares ” means Shares held in the name of or for the benefit of a Participant subject to the Forfeitable Share Agreement;

“ Grantor ” means the Company or any other entity which grants or has agreed with the Company to satisfy an Award under the Plan;

“ Group ” means:

(i)

the Company;

(ii)

the Subsidiaries; and

(iii)

any Associated Body Corporate that is so designated by the Directors for some or all purposes of the Plan,

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

“ Option ” means a conditional right to acquire Shares by the exercise of that right granted under the Plan;

“ Option Price ” means the amount (which may be zero) payable on the exercise of an Option set by the Directors under rule 3.3.8;

“ Owned Shares ” means Shares subject to a Retention Period which are transferred or issued into the beneficial ownership of the Participant as set out in rule 7.1.1(i);

“ Participant ” means a person who holds, or who has held, an Award or their personal representatives;

“ Performance Condition ” means any condition linked to performance imposed under rule 3.3.5;

“ Performance-based Award ” means an Award as so designated by the Directors under rule 3.3.2;

“ Plan ” means these rules known as “The Rio Tinto Limited Equity Incentive Plan 2018”, as changed from time to time;

“ Retention Period ” means the period after Vesting during which a Participant is required to retain their Shares as set out in rule 7;

“ Retention Shares ” means any Vested Shares and any Additional Shares which the Participant is required to retain during the Retention Period;

“ Review Period ” means, in relation to a particular Award, a period of two years following the Vesting of that Award except where rule 11.2.5 applies;

“ Rio Tinto Group ” means each Member of the Group and Rio Tinto plc and its subsidiaries;

“ Shares ” means fully paid ordinary shares the Company;

“ Subsidiary ” means a body corporate in which is a subsidiary of the Company within the meaning of Section 46 of the Corporation s Act;

“ Time-based Award ” means an Award as so designated by the Directors under rule 3.3.2;

“ Vesting ”, subject to the rules:

(i)

in relation to Conditional Awards, means a Participant becoming entitled to have the Shares (or cash if rule 6.4 applies) transferred to them;

(ii)

in relation to an Option, means an Option becoming exercisable; and

(iii)

in relation to Forfeitable Shares, means the restrictions set out in the Forfeitable Share Agreement ceasing to have effect as described in rule 6.2.3,

and “ Vest ” and “ Vested ” shall be construed accordingly; and

“ Vesting Date ” means the date set for Vesting of an Award under rule 3.3.6; and

" Voting Power " has the meaning given to it by Section 610 of the Corporations Act.

If there is any conflict between two provisions in these rules under which an Award will lapse, the one which gives rise to the earlier lapse will prevail.

3	Granting Awards

3.1	Eligibility

The Grantor may select any employee of a Member of the Group to be granted an Award.

3.2	Timing of Awards

Awards may only be granted within 42 days starting on any of the following:

3.2.1

the date of shareholder approval of the Plan;

3.2.2

the day after the announcement of the Company’s results;

3.2.3

any day on which the Directors resolves that exceptional circumstances exist which justify the grant of Awards;

3.2.4

any day on which changes to the legislation or regulations affecting share plans are announced, effected or made; or

3.2.5

the lifting of Dealing Restrictions which prevented the granting of Awards during any period specified above.

No Awards may be granted after 1 May 2028 or such earlier date as the Directors may specify.

3.3	Terms set at grant

When granting an Award, the Directors will set the following terms:

3.3.1

whether the Award will take the form of:

(i)

a Conditional Award;

(ii)

an Option;

(iii)

Forfeitable Shares; or

(iv)

a combination of these;

3.3.2

where relevant, designate an Award as a Bonus Deferral Award, Time-based Award or a Performance-based Award;

3.3.3

whether the Vesting of a Time-based Award will be subject to a Performance Condition;

3.3.4

subject to rule 3.5, the number of Shares subject to the Award or how that number will be determined;

3.3.5

the terms of any Performance Condition or other condition set under rule 3.4;

3.3.6

one or more Vesting Dates (unless specified in a Performance Condition) and, if there is more than one, the proportion of the Award which can Vest on each one (or how that will be determined);

3.3.7

whether or not a Retention Period will apply and, if so, when it will normally end and how the number of Retention Shares will be determined;

3.3.8

in the case of an Option:

(i)

the Option Price; and;

(ii)

the Final Lapse Date which will not be more than 10 years after the Award Date; and

3.3.9

any other terms or conditions of the Award.

3.4	Performance Conditions

The Directors may decide that Vesting of an Award will be conditional:

3.4.1

on the satisfaction of one or more conditions set by the Directors on grant linked to the performance of the Company, the Participant and/or any business unit or Member of the Group; and/or

3.4.2

any other condition or conditions set by the Directors,

which, in either case, may provide that the Award will lapse to the extent that it is not satisfied.

3.5	Size of Awards

3.5.1

An Award to be granted to a director of the Company will not exceed any applicable maximum set out in the Company’s directors’ remuneration policy approved by the Company’s shareholders;

3.5.2

The number of Shares subject to a Deferred Bonus Award will be determined on the basis set out in the relevant short term incentive plan and in accordance with any relevant remuneration policy.

3.6	No payment for an Award

A Participant is not required to pay for the grant of an Award.

4	Documentation of Awards

4.1	Conditional Awards and Options

An Award (other than an Award of Forfeitable Shares) will be granted by a Directors’ resolution.

4.2	Forfeitable Shares

Where an Award takes the form of Forfeitable Shares, the procedure set out in the Schedule 1 to this Plan will apply.

5	Before Vesting

5.1	Voting and dividends

5.1.1

5.1.2

Except to the extent specified in the Forfeitable Share Agreement, a Participant will have all rights of a shareholder in respect of Forfeitable Shares until the Award lapses.

5.2

Transfer

5.2.1

to the transmission of an Award on the death of a Participant to the person entitled by law to deal with the estate;

5.2.2

to an assignment by way of court order;

5.2.3

to the assignment of an Award where the Directors consider that the Participant is no longer in a position to manage their own affairs by reason of ill-health; or

5.2.4

in any other circumstances if the Directors so decide.

5.3	Adjustment of Awards

5.3.1

Subject to all applicable laws and listing rules, the Directors may make such adjustments as they consider appropriate, if any, to:

(i)

the description, number and/or class of Shares or securities subject to an Award; and/or

(ii)

any cash payment to be made under these rules,

in the event of any of the circumstances set out in rule 5.3.2.

5.3.2

The circumstances are:

(i)

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 a demerger (in whatever form);

(ii)

a Corporate Event; and/or

(iii)

a takeover, demerger or other reconstruction (excluding liquidation or receivership) of any other company with which the Company's performance is compared.

5.3.3

(i)

treated as if they were awarded to the Participant under the Plan in the same way and at the same time as the Forfeitable Shares in respect of which the rights were conferred; and

(ii)

subject to the rules of the Plan and the terms of the Forfeitable Share Agreement.

Vesting

6.1	Timing and extent of Vesting

Subject to the rest of these rules, an Award will Vest on the later of the following:

6.1.1

the Vesting Date; and

6.1.2

the date on which the Directors determine the extent to which any Performance Condition or any other condition is satisfied.

The Award will only Vest to the extent that any Performance Condition or other condition is satisfied.

6.2	Consequences of Vesting

6.2.1

6.2.2

A Participant can only exercise an Option to the extent it has Vested. To exercise it, the Participant must give notice in such form as the Grantor may prescribe and, in the case of an Option, comply with such arrangements as the Grantor determines for the payment of the Option Price (if any) including, without limitation, the sale of sufficient Shares to procure the payment of the Option Price. Subject to the rest of this rule 6 and rules 7, 9, 10, 15 and 0, the Grantor will arrange for the number of Shares in respect of which an Option has been exercised to be issued or transferred to the Participant within 30 days of the date on which the Option is

exercised or as soon as reasonably practicable after that . An Option will lapse at the end of business on the Final Lapse Date if it does not lapse earlier under these rules.

6.2.3

To the extent an Award of Forfeitable Shares Vests, the restrictions contained in the Forfeitable Share Agreement will cease to apply.

6.3	Dividend Equivalent

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 all Dividends which would have been paid to the relevant Participant in respect of the number of Vested Shares if that number of Shares had been registered in the name of the Participant on the Award Date, excluding any imputed or associated tax credits or rebates, such as Australian franking credits;

P is the average of the closing price of Shares on the Australian Securities Exchange over the five Business Days ending on the Business Day before the Vesting of the Award, or such other date as the Directors decide.

If the Directors so decide and regulatory requirements permit, the amount payable under this rule may be satisfied in cash. In this instance, the amount payable is equal to D .

6.4	Cash or share alternative

The Grantor can decide to satisfy any entitlement under an Award (other than Forfeitable Shares) to:

6.4.1

Shares by paying a cash amount; or

6.4.2

cash by issuing or transferring Shares.

6.5	Automatic exercise of Options where Dealing Restrictions apply and Option would otherwise lapse

6.5.1

To the extent that:

(i)

a Vested Option has not been exercised by the close of the Business Day before the date on which it lapses; and

(ii)

it is in the money on that day,

the Company will, unless the Directors decides otherwise, treat it as having been exercised on that day.

6.5.2

6.5.3

6.5.4

The Participant may give notice, at any time before the day referred to in rule 6.5.1, requesting that this rule 6.5 should not apply to the Option.

6.5.5

No Member of the Group will be liable for any loss a Participant may suffer as a result of the application or failure to apply this rule 6.5.

7	Retention Period

This rule 7 applies if the Directors determine under rule 3.3.7 that a Retention Period applies in relation to an Award.

7.1	How the Retention Period will apply to an Award

7.1.1

On or before an Award Vests, the Directors will determine:

(i)

(ii)

if the Award is an Option, whether the Option must be exercised at Vesting to create Owned Shares or whether Shares subject to the Vested but unexercised Option may count as Retention Shares.

7.1.2

7.1.3

7.2

Tax

7.3	Rights during the Retention Period

7.3.1

The following provisions will apply to Owned Shares during the Retention Period:

(i)

The Participant will be entitled to vote and to receive dividends and have all other rights of a shareholder in respect of the Owned Shares from the date the Participant becomes the beneficial owner.

(ii)

(a)

the sale of sufficient entitlements nil-paid in relation to Shares to take up the balance of the entitlements under a rights issue;

(b)

a forfeiture as described in rule 7.4; or

(c)

the sale to fund any tax in accordance with rule 7.2.

(iii)

7.4	Forfeiture of Owned Shares

7.5	End of the Retention Period

7.5.1

The Retention Period will end on the earliest of the following:

(i)

the date on which the Retention Period would normally end, as set by the Directors in relation to the Award under rule 3.3.7

(ii)

the date on which the Participant dies;

(iii)

the date on which Awards vest on a takeover or other transaction under rule 13; and

(iv)

such earlier date as the Directors may decide.

7.5.2

At the end of a Retention Period the restrictions relating to Owned Shares in rule 7.3 will cease to apply and the Shares will be transferred to the Participant or as the Participant may direct .

8	Leaving employment

8.1	General rule on leaving employment

Unless rule 8.2 applies, if a Participant leaves employment (defined below) before their Award Vests then their Award will not lapse but will Vest in accordance with the provisions of this rule 8.

8.2	Leaving in specific circumstances

If a Participant leaves employment by reason of:

8.2.1

resignation;

8.2.2

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

8.2.3

any other reason, if the Directors so decide in any particular case,

8.3	Timing of Vesting

Where rule 8.1 applies:

8.3.1

a Performance-based Award will Vest on the date it would have Vested if the Participant had not left employment unless the Directors decide at any time that the Award will Vest earlier;

8.3.2

a Time-based Award will Vest on the date of leaving employment unless the Directors decide at any time that the Award will vest on a later date; and

8.3.3

any Time-based Award, including any Bonus Deferral Award, held by a member of the ExCo will Vest on the date it would have Vested if the Participant had not left employment unless rule 8.5 applies.

8.4	Extent of Vesting of Award

Where rule 8.1 applies:

8.4.1

8.4.2

number of complete days from the date the Participant left employment to the Vesting Date bears to the number of complete days in the period from the Award Date to the Vesting Date ;

8.4.3

8.4.4

8.5

Death

If a Participant dies before Vesting, their Award will Vest on the date of death and rule 8.4 will apply.

8.6	Treatment of Options after leaving

If the holder of an Option dies or otherwise leaves employment:

8.6.1

before Vesting where rule 8.1 applies; or

8.6.2

after Vesting for any reason (except as described below)

their Option will be exercisable for 12 months from the later of:

8.6.3

the date on which the Option Vests; and

8.6.4

the date on which the Participant left,

after which the Option will lapse, but the Directors may reduce or extend that period (but not beyond the Final Lapse Date).

8.7	Detrimental activity

8.8

General

8.8.1

A Participant will only be treated as “leaving employment” when they are no longer an employee or director of any Member of the Group.

8.8.2

Notwithstanding anything else in this rule 8, a transfer of employment to or immediate re-employment by Rio Tinto plc or any subsidiary of it which Rio Tinto plc has Control of will not, whether or not that entity is a Member of the Group, constitute leaving employment for the purposes of these rules and these rules will continue to apply to that Participant as if Rio Tinto plc and its subsidiaries were each a Member of the Group, unless the Directors decide otherwise.

9	Suspension

9.1.1

Notwithstanding anything else in these rules, the Directors may, at any time before an Award has Vested or upon any cessation of employment and in their absolute discretion, decide that where there is an internal or external investigation which relates to, or may relate to, the Participant the Vesting of the Award (and consideration of the Vesting of the Award) will be postponed until the Consideration Point. The following will apply where there is a postponement under this rule 9.1.1:

(i)

The Award will continue and will neither Vest nor lapse until the Consideration Point.

(ii)

(iii)

(iv)

9.1.2

Rule 9.1.1 may be applied in different ways to different Participants in relation to the same or different events, or in different ways for the same Participant in relation to different Awards.

9.1.3

The Directors will notify the Participant of any application of this rule 9.

9.1.4

Without limiting rule 17.1, the Participant will not be entitled to any compensation in respect of any adjustment under this rule 9.

Malus

10.1.1

Where the Directors consider that an exceptional circumstance has occurred, the Directors may determine in their absolute discretion that the Vesting of a

Participant's Award to the extent determined in accordance with the other rules of the Plan is not justifi ed and may reduce the level of V esting or de termine that the Award does not V est or, in the case of a Vested but unexercised Option , reduce the number of Share s under that Option (including to zero) . The circumstances in which the Directors may exercise their discretion under this rule 10.1.1 may include, inter alia :

(i)

(ii)

(iii)

(iv)

(v)

(vi)

the occurrence of a catastrophic safety or environmental event or events.

10.2

General

10.2.1

For the avoidance of doubt, rule 10.1.1 can apply even if the Participant was not responsible for the event in question or, where relevant, if it happened before the grant of the Award.

10.2.2

Rule 10.1.1 may be applied in different ways for different Participants in relation to the same or different events, or in different ways for the same Participant in relation to different Awards.

10.2.3

Rule 10.1.1 will not apply to an Award which has been exchanged in accordance with rule 13.4.

10.2.4

The Directors will notify the Participant of any application of this rule 10.

10.2.5

Without limiting rule 17.1 , the Participant will not be entitled to any compensation in respect of any adjustment under this rule 10 , and the operation of rule 10.1.1 will not limit any other remedy any Member of the Group may have in relation to the circumstances in which rule 10.1 . 1 is operated.

Clawback

11.1.1

(i)

that:

(a)

any other Award held by the Participant be reduced (including to zero);

(b)

any Shares previously received by the Participant under this Plan including any Owned Shares, or such number as are specified by the Directors, be transferred for nil consideration to any person specified by the Directors; or

(c)

(ii)

(iii)

11.1.2

The circumstances referred to in rule 11.1.1 may include, inter alia:

(i)

(ii)

where information has emerged since the Award Date which would have affected the size of the Award granted or the extent to which it Vested ;

(iii)

(iv)

the performance of the company, business or undertaking in which a Participant worked or works or for which they were or are directly or indirectly responsible is found to have been misstated or based upon any material misrepresentation and which resulted in the Award being granted and/or Vesting over a greater number of Shares than would otherwise have been the case;

(v)

(vi)

the occurrence of a catastrophic safety or environmental event or events.

11.1.3

11.1.4

11.1.5

11.2

General

11.2.1

For the avoidance of doubt, rule 11 can apply even if the Participant was not responsible for the event in question or if it happened before or after the Vesting or grant of the Award.

11.2.2

R ule 11.1.1 may be applied in different ways for different Participants in relation to the same or different events , or in different ways for the same Participant in relation to different Awards .

11.2.3

Rule 11.1.1 will not apply to an Award which has been exchanged in accordance with rule 13.4.

11.2.4

Clawback will not apply after a takeover (as defined in rule 13.1) or where an Award vests under rule 13.3.

11.2.5

If the Vesting of an Award has been postponed by the operation of rule 9 then rule 11 will only apply in respect of that Award if the Award Vests within the Review Period which would have applied if the Vesting of the Award had not been postponed under rule 9 and the Review Period will not be extended because the Vesting of the Award was postponed.

11.2.6

The Directors will notify the Participant of any application of this rule 11.

11.2.7

12	Vesting in connection with relocation

If a Participant who is not a director of the Company relocates to another jurisdiction before an Award Vests and, as a result:

(a)

the Participant or any Member of the Group is or may be subject to less favourable tax or social security treatment; or

(b)

the Vesting, exercise or satisfaction of the Award is or may be subject to any regulatory restriction, approval or consent,

13	Takeovers and other corporate events

13.1

Takeover

13.1.1

If there is a takeover (defined below) , each Award will Vest, subject to rule 9 (Suspension) and rule 10 (Malus), on the date of the takeover.

13.1.2

Where rule 13.1.1 applies:

(a)

(b)

proportion which the number of complete days from the date of the takeover to the Vesting Date bears to the number of complete days in the period from the Award Date to the Vesting Date;

(c)

(d)

for the avoidance of doubt, a time pro-rated reduction under this rule will not apply to a Bonus Deferral Award at all or, unless the Directors decide otherwise, to a Performance-based Award where the takeover occurs on or after the third anniversary of the Award Date.

13.1.3

To the extent that an Award has not Vested, it will lapse as to the balance, unless exchanged under rule 13.4 (Exchange of Awards).

13.1.4

An Option will be exercisable for a period of one month from the date of the takeover, after which it will lapse (whether or not it Vested under this rule).

13.1.5

An Award will not Vest under rule 13.1.1 but will be exchanged under rule 13.4 (Exchange of Awards) if:

(i)

an offer to exchange Awards is made and accepted by a Participant; or

(ii)

the Directors, with the consent of the Acquiring Company, decides before the person obtains Control that the Awards will be automatically exchanged.

There is a “takeover” when:

(i)

a person (or a group of persons acting in concert) obtains Control of the Company whether or not as a result of making an offer to acquire Shares; or

(ii)

under Section 411 of the Corporations Act, a court sanctions a compromise or arrangement in connection with the acquisition of Shares,

but not where the Directors determines rule 13.2 (Reconstruction) applies.

13.2	Reconstruction

If there is any internal reconstruction, reorganisation, merger or acquisition of the Company which:

13.2.1

is not intended to result in; or

13.2.2

does not involve

13.3	Demerger or Other Corporate Event

13.3.1

13.3.2

Where rule 13.3.1 applies:

(a)

(b)

unless the Directors decide otherwise, and except in the case of a Bonus Deferral Award or a Performance-based Award, the number of Shares in respect of which the Award would otherwise Vest under rule 13.3.1 will be reduced by the proportion which the number of complete days from the date of Vesting under rule 13.3.1 to the Vesting Date bears to the number of complete days in the period from the Award Date to the Vesting Date;

(c)

(d)

13.3.3

To the extent that an Award has not Vested, it will lapse as to the balance.

13.3.4

13.3.5

Participants will be notified if they are affected by the Directors exercising their discretion under this rule.

13.4	Exchange of Awards

If an Award is to be exchanged under this rule 13, the exchange will take place as soon as practicable after the relevant event.

The new award:

13.4.1

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

13.4.2

must be equivalent to the existing Award, subject to rule 1 3 .4.4 ;

13.4.3

will be treated as having been acquired at the same time as the existing Award and, subject to rule 13.4.4, will Vest in the same manner and at the same time;

13.4.4

must either:

(i)

be subject to a Performance Condition which is, so far as practicable, equivalent to any Performance Condition applying to the existing Award; or

(ii)

(iii)

be subject to such other terms as the Directors considers appropriate in all the circumstances; and

13.4.5

13.5

Directors

14	Changing the Plan

14.1	Directors’ powers

Subject to the Corporations Act and the rules of any relevant Australian Securities Exchange, the Directors may at any time change the Plan including the terms of any Award already granted in any way.

The Directors may, without obtaining the approval of the Company in general meeting, establish further plans (by way of schedules to the rules or otherwise) based on the rules, but modified to take account of local tax, exchange control or securities law in countries other than Australia. However, any Shares made available under such plans are treated as counting against any limits on individual and overall participation in the Plan.

14.2

Notice

The Directors are not required to give Participants notice of any changes.

Tax

The Participant will be responsible for all taxes, social security contributions or other levies arising in connection with an Award for which they will, or may be, liable. .

Participant would otherwise be entitled or the deduction of the amount of the liability from any cash amount payable to the Participant under the Plan or otherwise.

16	Limits on newly issued and treasury shares

16.1	Plan limits - 10 per cent

Subject to rule 16.3, an Award must not be granted if the number of Shares committed to be issued under that Award exceeds 10 per cent of the ordinary share capital of the Company in issue immediately before that day, when added to the number of Shares which have been issued, or committed to be issued, to satisfy Awards under the Plan, or options or awards under any other employee share plan operated by the Company, granted or awarded in the previous 10 years.

16.2	Plan limits - 5 per cent

Subject to rule 16.3, an Award must not be granted if the number of Shares committed to be issued under that Award exceeds 5 per cent of the ordinary share capital of the Company in issue immediately before that day, when added to the number of Shares which have been issued, or committed to be issued, to satisfy Awards under the Plan, or options or awards under any other discretionary employee share plan adopted by the Company, granted or awarded in the previous 10 years.

16.3	ASIC prospectus relief limit

An Award must not be granted if the number of Shares committed to be issued under that Award would cause to be exceeded the maximum number permitted to be eligible for relief from Part 6D.2, Part 6D.3 or Part 7.9 of the Corporations Act under any Australian Securities and Investments Commission class order or other applicable instrument.

16.4	Scope of Plan limits

When calculating the limits in rules 16.1 and 16.2, Shares will be ignored:

16.4.1

where the right to acquire them has been released or has lapsed; and

16.4.2

which are committed to be issued under any Dividend Equivalent but will count towards such limits on their issuance.

As long as so required by institutional shareholders, Shares transferred from treasury are counted as part of the ordinary share capital of the Company, and as Shares issued by the Company.

General

17.1	Terms of employment

17.1.1

This rule 17.1 applies during an employee’s employment with a Member of the Group and after the termination of an employee’s employment, whether or not the termination is lawful.

17.1.2

Nothing in the rules or the operation of the Plan forms part of the contract of employment of an e mployee. The rights and obligations arising from the employment relations hip between the e mployee and their 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.

17.1.3

17.1.4

The terms of the Plan do not entitle the employee to the exercise of any discretion in their favour.

17.1.5

The employee will have no claim or right of action in respect of any decision, omission or discretion, which may operate to the disadvantage of the employee (including, without limitation, any adjustment under rule 9 or rule 10) even if it is unreasonable, irrational or might otherwise be regarded as being in breach of any implied duty of good faith or duty of trust and confidence (and/or any other implied duty) between the employee and their employer.

17.1.6

No employee has any right to compensation for any loss in relation to the Plan, including any loss in relation to:

(i)

any loss or reduction of rights or expectations under the Plan in any circumstances (including lawful or unlawful termination of employment);

(ii)

any exercise of a discretion or a decision taken in relation to an Award or to the Plan, or any failure to exercise a discretion or take a decision; or

(iii)

the operation, suspension, termination or amendment of the Plan.

17.2	Directors’ decisions final and binding

The decision of the Directors on the interpretation of the Plan or in any dispute relating to an Award or matter relating to the Plan will be final and conclusive.

17.3	Documents sent to shareholders

The Company is not required to send to Participants copies of any documents or notices normally sent to the holders of its Shares.

17.4

Costs

17.5	Data protection

17.5.1

Participant’s rights in relation to that information. The Participant has a right to review the Share Plan Privacy Notice .

17.5.2

By participating in the Plan, the Participant who is not subject to the EU’s General Data Protection Regulation (2016/679) (or any successor laws) agrees to abide by the Company’s data protection policy from time to time in force, consents to the holding, processing, use and disclosure of personal information relating to the Participant (including sensitive personal information) to any member of the Rio Tinto Group, trustee or third party service provider, for all purposes relating to the operation of the Plan and for compliance with applicable procedures, laws and regulations. These include, but are not limited to:

(i)

administering and maintaining Participant records;

(ii)

providing personal information to members of the Rio Tinto Group, trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan (including, without limitation, in relation to the circumstances concerning a Participant’s leaver status);

(iii)

providing personal information to future purchasers or merger partners of the Company, the Participant’s employing company, or the business in which the Participant works;

(iv)

transferring personal information about the Participant outside the Participant’s home country, including to a country or territory that may not provide the same statutory protection for the personal information as the Participant’s home country; and/or

(v)

as otherwise set out in the Plan documentation and/or as notified to the Participant from time to time.

The Participant is entitled, on payment of a fee, to a copy of the personal information held about them. If anything is inaccurate the Participant has the right to have it corrected.

17.6

Consents

17.7	Share rights

17.8

Listing

If and for so long as Shares are listed on the Official List and traded on the Australian Securities Exchange, the Company will apply for listing of any Shares issued under the Plan as soon as practicable.

17.9

Notices

17.9.1

17.9.2

17.9.3

17.10

Overriding restrictions

Notwithstanding any term or condition of this Plan:

17.10.1

Shares may not be assigned, acquired or dealt with under this Plan if:

(i)

to do so would contravene the Corporations Act, the listing rules of the Australian Securities Exchange or any other applicable laws, regulations or listing rules; or

(ii)

compliance with any applicable law, regulation or listing rule would in the opinion of the Directors be unduly onerous or impractical.

17.10.2

Nothing in this Plan will require the Company or any other member of the Rio Tinto Group to provide to any person any benefit that causes the Company or a member of the Rio Tinto Group either to breach its obligations or to be required to obtain shareholder approval under the Corporations Act or any other applicable laws, regulation or listing rules. Where such a benefit would be required to be provided to a person except for this clause, the benefit will be reduced to the extent necessary to allow it to be provided without the consequence of either breaching any applicable law, regulation or listing rule or requiring shareholder approval.

17.10.3

These rules, including the exercise of any discretions, is subject to all applicable laws, regulations and listing rules.

17.11

Governing law and jurisdiction

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

Schedule 1

Grant of Forfeitable Shares

Where an Award takes the form of Forfeitable Shares, the Participant must:

2	provide any other documentation which the Directors consider necessary or desirable to give effect to the terms of the Award, including a power of attorney or blank stock transfer form.

If the Participant does not do any of the actions above within a period specified by the Directors, the Award will lapse at the end of that period.

Schedule 2

Cash Awards

The Rules of the Rio Tinto Limited Equity Incentive Plan 2018 will apply to a right (a “ Cash Award ”) to receive a cash sum granted or to be granted under this Schedule as if it was a Conditional Award or an Option, except as set out in this Schedule. Where there is any conflict between the Rules and this Schedule, the terms of this Schedule will prevail.

1	The Directors may grant or procure the grant of a Cash Award and designate it as a Conditional Award or an Option.

2	Each Cash Award will relate to a given number of notional Shares.

5	For the avoidance of doubt, a Cash Award will not confer any right on the holder of such an Award to receive Shares or any interest in Shares.

Exhibit 4.5



RIO TINTO LIMITED
RULES OF THE RIO TINTO GLOBAL EMPLOYEE SHARE PLAN
	Directors’ adoption:	19 September 2012

Rio Tinto Global Employee Share Plan

1	Definitions

In these Rules:

“ Accumulation Period ” means the period during which a Participant’s Contributions are held before their application by the Nominee in acquiring Investment Shares and which must be longer than one month but not longer than 12 months (or any longer period determined by the Directors from time to time);

" ASIC " means the Australian Securities and Investments Commission;

" Associated Body Corporate " means:

(i)

a body corporate that is a related body corporate of the Company;

(ii)

a body corporate that has voting power in the issuer of not less than 20 per cent; or

(iii)

a body corporate in which the issuer has voting power of not less than 20 per cent;

" ASX Listing Rules " means the Listing Rules of the Australian Securities Exchange in force from time to time;

" Australian Securities Exchange " means Australian Securities Exchange Ltd (ACN 000 943 377) or its successor;

“ Award Date ” means the date on which Free Shares and/or Matching Shares are awarded to a Participant under the Plan;

“ Award System ” means the system of calculating the number of Free Shares to be awarded from time to time as adopted by the Directors;

“ Business Day ” means a day on which the Australian Securities Exchange is open for the transaction of business;

“ Change of Control ” means:

(i)

when, under Section 411 of the Corporations Act, a court sanctions a compromise or arrangement in connection with the acquisition of Shares; or

(ii)

a person (or a group of persons acting in concert) obtains control (within the meaning of Section 50AA of the Corporations Act) of the Company in any other way;

“ Company ” means Rio Tinto Limited (ACN 004 458 404);

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

“ Contributions ” means deductions from a Participant’s Salary, or where permitted by law other payment made by the Participant, for the purpose of allocating Investment Shares;

“ Corporate Event ” means, in relation to the Company:

(i)

any demerger, delisting, distribution (other than an ordinary dividend) or other transaction, which, in the opinion of the Directors, might affect the current or future value of Plan Shares or any Conditional Award; or

(ii)

any reverse takeover (not falling within the definition of Change of Control), merger by way of a dual listed company or other significant corporate event, as determined by the Directors;

" Corporations Act " means the Corporations Act 2001 (Cth) in force from time to time in Australia;

“ Dealing Restrictions ” means restrictions imposed by statute, order, regulation, listing rule or any code adopted by the Company, as varied from time to time;

“ Dividend Equivalent ” means an amount equal to the ordinary dividends payable on the number of Vested Shares between the Award Date and Vesting. For the avoidance of doubt, the Dividend Equivalent does not include any imputed or associated tax credits rebates, such as any Australian franking credits;

“ Directors ” means the board of directors of the Company or a duly authorised person or group of persons;

“ Dividend Shares ” means Shares acquired through the reinvestment of cash dividends paid on Plan Shares in accordance with rule 7.1 ( Dividend Shares and Dividend Equivalents );

“ Eligible Employee ” means any person who, on a date or dates determined by the Directors:

(i)

(a)

is an employee (including an executive director) of a Participating Company; and

(b)

has such qualifying period (if any) of continuous service, not exceeding three years, as the Directors may determine; and

(c)

is not under notice of termination of employment either given or received (other than notice given by reason of redundancy or, at the discretion of the Directors, any other reason); and

(d)

satisfies any other conditions specified by the Directors (if any) in relation to any employee or group of employees; or

(ii)

is an employee (including an executive director) of a Group Company and is nominated by the Directors (or is nominated as a member of a category of such employees);

“ Employment ” means employment with a Group Company;

“ Forfeitable Shares ” means Shares held in the name of or for the benefit of a Participant subject to the terms of the Plan;

“ Free Shares ” means an award of Shares in the form of a Conditional Award or Forfeitable Shares made pursuant to rule 3 ( Free Shares );

“ Group Company ” means:

(i)

the Company;

(ii)

any Subsidiary; or

(iii)

any other company which is an Associated Body Corporate with the Company and is so designated by the Directors;

“ Holding Period ” means the period for holding Free Shares and Matching Shares in the Plan which must be at least three years but not more than five years (or such other period as determined by the Directors pursuant to rule 3.2.2 ) beginning on the Award Date;

“ Investment Shares ” means Shares which are allocated to a Participant in respect of their Contributions pursuant to rule 4.12 ( Accumulation Periods ) or 4.13 ( Allocating Investment Shares – Accumulation Period );

“ Market Value ” means the average market price of a Share as derived from the Official List of the Australian Securities Exchange on any day determined by the Directors or averaged over such days as the Directors may decide;

“ Matching Shares ” means an award of Shares in the form of a Conditional Award or Forfeitable Shares made pursuant to rule 5 ( Matching Shares );

“ Nominee ” means the registered holder of the Plan Shares appointed by the Company for the purpose of the Plan;

“ Participant ” means any person (including any person acquiring his beneficial interest by operation of law) who holds a Conditional Award and/or on whose behalf Shares or other securities may be held under the Plan;

“ Participating Company ” means for the purposes of the Plan:

(i)

the Company; and

(ii)

any Subsidiary and any Associated Body Corporate which, in both cases, is so designated by the Directors;

“ Participating Employee ” means an employee (including an executive director) of a Participating Company;

“ Performance Measures ” means the targets or requirements set by the Directors from time to time which govern the availability, number or value of Free Shares to be awarded;

“ Plan ” means this plan known as “The Rio Tinto Global Employee Share Plan”;

“ Plan Shares ” mean the Shares awarded or allocated to Participants under the Plan and held by the Nominee, including Free Shares, Investment Shares, Matching Shares and Dividend Shares;

“ Salary ” means basic salary or any such remuneration paid or made available by an employing company as determined by the Directors generally or on an individual country basis;

“ Share Capital Variation ” means:

(i)

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

(ii)

a demerger (in whatever form);

(iii)

a special dividend or distribution; or

(iv)

any other corporate event,

which, in each case, might, in the opinion of the Directors, affect the current or future value of Plan Shares and/or Conditional Awards;

“ Shares ” means fully paid ordinary share s in the capital of the Company or, where the context permits, in the event of a Change of Control , any security which forms part of any new holding;

“ Subsidiary ” means a company which is a subsidiary of the Company within the meaning of Section 46 of the Corporations Act; and

“ Vesting ” means a Participant becoming entitled to have the Shares subject to a Conditional Award transferred to him subject to the Plan and “ Vest ” and “ Vested ” shall be construed accordingly.

2	Operation of the Plan

2.1	Time of operation

The Directors can operate the Plan at any time subject to any applicable Dealing Restrictions.

2.2	Notification to Participating Companies

As soon as practicable after the Directors have decided to operate the Plan, the Company will notify the relevant Participating Companies of the proposed operation of the Plan.

2.3	Form of invitation and application

2.3.1

The invitations and applications to join the Plan must be made in the form determined by the Directors from time to time, provided always that any such invitation and application is made in accordance with the Corporations Act, the ASX Listing Rules and the Company's constitution. This may include invitations and applications in writing or by e-mail and, to the extent permitted by law, internet (or other electronic means) and interactive voice response.

2.3.2

The application must be accompanied by an authority for the Contributions payable under the application to be deducted from the Participant's Salary and paid in to the non-interest bearing account established by the Company for the purpose of holding Contributions.

2.3.3

The completed application must be submitted to the Company or the Participating Company specified in the invitation or application within the period specified. An Eligible Employee who has not submitted a completed application will not be able to participate in the Plan.

2.3.4

The application will take effect from such date as is set out in the application and will continue until such time as the Participant ceases to be a Participating Employee or notifies the Company that he wishes to withdraw from the Plan.

2.3.5

The application must include an undertaking by the Eligible Employee not to sell or dispose of any interest in the Free Shares and Matching Shares until the end of the Holding Period except in the event of a Change of Control or pursuant to rule 6.3 ( Leaving employment ) or rule 8.10 ( Withholding ).

3	Free Shares

3.1

Limit

If the Plan is operated to provide Free Shares, Free Shares awarded to each Participant in any 12 month period must not have, on the Award Date, a Market Value of more than 200% of any applicable maximum Contributions limit, as determined by the Directors under rule 4.1.1 from time to time, or such other amount as determined by the Directors in respect of that award of Free Shares.

3.2	Terms relating to Free Shares

Before the award of Free Shares, the Directors will determine the following:

3.2.1

the Award System for that operation of the Plan including any Performance Measures which apply;

3.2.2

the Holding Period; and

3.2.3

any forfeiture provisions under rule 3.5 ( Forfeiture of Free Shares ).

Rule 6.1 ( Forfeitable Shares - restrictions on disposal ) applies to the award of Free Shares.

3.3	Awards of Free Shares

The Directors will award Free Shares to each Participant who is an Eligible Employee on the Award Date on the basis set out in the Award System and any Performance Measures.

3.4	Notification by the Company

3.4.1

At the time of, or as soon as practicable after, the award of Free Shares, the Company will notify each Participant of the award. The Company will include in the notification:

(i)

the number of Free Shares subject to the award;

(ii)

whether the award is made in the form of a Conditional Award or Forfeitable Shares; and

(iii)

the applicable Holding Period.

3.4.2

If Performance Measures apply to the availability, number or value of Free Shares, the Company will notify Participants of the Performance Measures, but the Company may exclude from such notification any information if it reasonably considers that to disclose it would prejudice commercial confidentiality.

3.5	Forfeiture of Free Shares

Subject to rule 6.3 ( Leaving Employment ), the Directors may decide that an award of Free Shares will be made on the basis that, if Participants leave Employment for any reason during the Holding Period (other than by reason of rule 6.3 ( Leaving Employment ) or a Change of Control), they will forfeit the award.

3.6	Fractional Shares

Where the Directors so decide, the award of Free Shares under rule 3.3 ( Award of Free Shares ) includes an award of fractional Free Shares.

4	Investment Shares

4.1	Amount of Contributions

4.1.1

The Directors will determine the maximum Contribution which will apply in relation to the operation of the Plan from time to time and any such maximum will be set out in the application or otherwise notified to the Participant. If Contributions exceed these limits, the excess amount will be repaid to the Participant as soon as practicable.

4.1.2

The Directors may from time to time set a minimum amount for Contributions on any occasion, irrespective of the intervals at which Contributions are to be made. If there is such a minimum amount, it will be set out in the application or otherwise notified to the Participant.

4.2	Making Contributions

4.2.1

The Contributions will be deducted from the Participant’s Salary on each pay date after the Participant’s application has taken effect pursuant to rule 2.3.4 or on such other date(s) as the Directors may decide.

4.2.2

Where local rules prohibit deductions from Salary, the Participant may be permitted to make regular cash or other payments on such terms as the Directors determine.

4.2.3

If the Directors so decide from time to time, the Participant may be permitted to make a lump sum Contribution in the manner contemplated by rules 4.2.1 or 4.2.2 on such terms as the Directors determine. Any lump sum Contribution permitted by the Directors, when added to the Contributions made under rule 4.2.1 or 4.2.2, must not exceed the limits set for the relevant operation of the Plan pursuant to rule 4.1.1.

4.2.4

All Contributions are made after any deductions for tax and social security contributions.

4.2.5

If a Participant ceases to be a Participating Employee, no further Contributions will be made.

4.3	Holding Contributions

The Contributions will be held by the Company or, where permitted by law, the Nominee or any relevant Participating Company, in trust for the Participant in a non-interest bearing account established solely for the purpose of depositing Contributions paid by the Participants until they are transferred to acquire Investment Shares on the Participant’s behalf or returned to the Participant pursuant to rules of the Plan.

4.4	Return of Contributions on leaving the Plan

Where a Participant:

4.1.1

gives notice to withdraw from the Plan under rule 4.8 ( Withdrawal from agreement to make Contributions ); or

4.1.2

ceases to be a Participating Employee,

any Contributions held for the Participant will be returned to the Participant as soon as practicable.

4.5	Excess Contributions

If so specified in the application, the Company may carry forward and add to the amount of the next Contribution any Contributions, or part thereof, not used to acquire Investment Shares. Alternatively, the Company may pay the excess to the Participant as soon as practicable.

4.6	Stopping and re-starting Contributions

A Participant may give notice to the Company to stop making Contributions. He may also give notice to the Company at any time that he wishes Contributions to re-start. The Participant may only re-start his Contributions on such date(s) each year as set out in the application form or otherwise notified to the Participant unless the Directors decide otherwise.

The Company will arrange for Contributions to stop within 30 days of receiving the notice, unless the notice specifies a later date. The Company will arrange for Contributions to re-start by the next due date for Contributions which is more than 30 days after receipt of the notice to re-start, unless the notice specifies a later date.

4.7	Varying Contributions

A Participant may vary his rate of Contributions with the agreement of the Directors on such terms as set by the Directors from time to time. The new rate of Contributions will take effect no later than the first pay date following 30 days after receiving the notice. The Directors may set a limit on the number of times a Participant is permitted to vary his rate of Contributions.

4.8	Withdrawal from agreement to make Contributions

A Participant may at any time withdraw from the agreement to make Contributions made at the time of joining the Plan. The Participant will be treated by the Company as having stopped Contributions as soon as practicable after the Company receives the Participant's notice.

Any Contributions held at the time of withdrawal will be used as set out in rule 4.4 ( Use of Contributions on leaving the Plan ). Any Investment Shares already allocated will not cease to be subject to the Plan as a result of such a withdrawal.

4.9	Currency conversion

Contributions made in a currency other than Australian dollars (including any limits which apply to Contributions pursuant to rule 4.1 ( Amount of Contributions )) will be converted into Australian dollars on such date or dates as determined by the Directors and at the average of the spot buying and selling rates with the relevant currency in comparable amounts by any clearing bank chosen by the Directors on any date chosen by the Directors.

4.10	Limit on Investment Shares

The Directors may from time to time set a limit on the number of Shares which may be allocated as Investment Shares. If there is such a limit, it will be set out in the application or otherwise notified to the Participant.

4.11	Scaling down

If there is a limit on the number of Shares which may be acquired as Investment Shares and the aggregate value of Contributions set out in the applications submitted by Participating Employees exceeds the amount necessary to acquire that number of Investment Shares, the Directors may scale down applications by taking any one or more of the following steps:

4.11.1

reduce the excess of Contributions over any set minimum amount for Contributions proportionately;

4.11.2

reduce all monthly Contributions to any set minimum amount for Contributions;

4.11.3

select applications to contribute the minimum amount for Contributions by lot; or

4.11.4

choosing any other method which they deem appropriate.

The Directors will notify Participants of the scaling down and their application will be deemed changed or withdrawn accordingly.

4.12	Accumulation Periods

The Directors may determine in relation to any operation of the Plan whether there will be an Accumulation Period.

The start and end of any Accumulation Period must be set out in the application or will be notified to the Participant before the start of the operation of the Plan. The Accumulation Period must start on or before the date of the first Contribution.

If, during the Accumulation Period, a transaction occurs in relation to the Shares which results in a new holding of shares being equated with the Shares, the Contributions held may, with the agreement of the Participant, be used at the end of the Accumulation Period to acquire new shares. By submitting the application form, the Participant agrees to the acquisition of new shares.

4.13	Allocating Investment Shares – Accumulation Period

4.13.1

If there is an Accumulation Period, the Company must allocate Investment Shares to each Participant within 30 days after the end of that period.

4.13.2

Where Shares are issued for the allocation, the number of Investment Shares allocated to each Participant will be calculated using the Market Value of the Shares on the date of allocation.

4.13.3

Where Shares are purchased for allocation, the number of Investment Shares allocated to each Participant will be calculated using the average price actually paid for the Shares.

4.14	Allocating Investment Shares – no Accumulation Period

4.14.1

If there is no Accumulation Period, the Company must allocate Investment Shares to the Participants by a date set by the Company.

4.14.2

Where Shares are issued for the allocation, the number of Investment Shares allocated to each Participant will be calculated using the Market Value of the Shares on the date of allocation.

4.14.3

Where the Shares are purchased for allocation, the number of Investment Shares allocated to each Participant will be calculated using the average price actually paid for the Shares.

4.15	Fractional Shares

Where the Directors so decide, the allocation of Investment Shares under rule 4.13 or rule 4.14 includes the allocation of fractional Investment Shares.

4.16	Allocation eligibility requirement

The Company will not allocate Investment Shares to an individual who is not a Participating Employee at the following times:

4.16.1

where there is no Accumulation Period, at the time the related Contributions are made; and

4.16.2

where there is an Accumulation Period, at the time the last Contribution is made.

4.17	Notification by the Company

As soon as practicable after the allocation of Investment Shares to a Participant, the Company will notify that Participant. The notification will include the number of Investment Shares and the amount of Contributions used to acquire the Investment Shares.

4.18	Holding Investment Shares

The Directors will determine the basis upon which the Investment Shares will be held on behalf of the Participant and whether the legal ownership of the Investment Shares will be transferred to the Nominee, or whether the share certificate (or other documents of title) of the Investment Shares will be lodged with the Nominee without the need for a change in the registered owner of the Shares. The basis upon which the Investment Shares are held may vary from country to country.

4.19	Access to Investment Shares

Subject to rule 8.10 ( Withholding ) and with regard to rule 5.4 ( Forfeiture of Matching Shares ), a Participant may, at any time, direct the Nominee to transfer legal title of Investment Shares to him or his nominee.

5	Matching Shares

5.1	Ratio of Matching Shares to Investment Shares

If the Plan is operated to provide Matching Shares, a Participant who is allocated Investment Shares is entitled to an award of Matching Shares. The Directors will set the ratio of Matching Shares to Investment Shares from time to time and the applicable ratio will be notified to the Participant. Subject to the Corporations Act and ASX Listing Rules, the Directors may change the ratio, following which the Participants will be notified.

The ratio cannot exceed two Matching Shares to one Investment Share or such other number as determined by the Directors from time to time.

Unless the Directors decide otherwise, any fractional entitlement to a Matching Share will be rounded down to the nearest whole number.

5.2	Awards of Matching Shares

The Company will award Matching Shares to each Participant on the basis set out in the application or invitation or as otherwise notified to the Participant and will award Matching Shares on the same day as the related Investment Shares are allocated to Participants unless the Directors determine that Matching Shares will be awarded on another day.

However, the Directors may decide to operate the Plan on the basis that, if any Investment Shares allocated are not sufficient to result in the award of a Matching Share on the same day, the match will be made when sufficient Investment Shares have been allocated.

Rule 6.1 ( Forfeitable Shares - restrictions on disposal ) apply to the award of Matching Shares.

5.3	Notification by the Company

At the time of, or as soon as practicable after, the award of Matching Shares, the Company will notify each Participant of the award. The Company will include in the notification:

5.3.1

the number of Matching Shares subject to the award;

5.3.2

whether the award is made in the form of a Conditional Award or Forfeitable Shares; and

5.3.3

the applicable Holding Period.

5.4	Forfeiture of Matching Shares

5.4.1

Subject to rule 6.3 ( Leaving Employment ), the Directors may decide that an award of Matching Shares will be made on the basis that, if a Participant leaves Employment for any reason during the Holding Period, they will forfeit any Matching Shares subject to the Holding Period.

5.4.2

The Directors may also decide that an award of Matching Shares will be made on the basis that a Participant who takes out of the Plan the Investment Shares in respect of which the Matching Shares were awarded (other than by reason of rule 6.3 ( Leaving Employment ) or on a Change of Control) during the Holding Period will forfeit the Matching Shares relating to those Investment Shares.

5.5	Fractional Shares

Where the Directors so decide, the award of Matching Shares under rule 5.2 ( Award of Matching Shares ) includes an award of fractional Matching Shares.

6	Transfer of Shares

6.1	Forfeitable Shares - restrictions on disposal

Where Free Shares and Matching Shares are awarded in the form of Forfeitable Shares, the Participant must permit the Nominee to retain legal title to his Free Shares and Matching Shares during the Holding Period and the Nominee must retain them. A Participant cannot assign, charge or otherwise dispose of his beneficial interests in any Free Shares or any Matching Shares in any way during the Holding Period and the Nominee must not dispose of any Free Shares or any Matching Shares (whether by transfer to the Participant or otherwise) during the Holding Period, unless rule 6.3 ( Leaving Employment ) applies or the Directors decide otherwise in their absolute discretion.

Notwithstanding the above, the Nominee can make a disposal of Plan Shares in connection with a Change of Control or under rule 8.10 ( Withholding ).

6.2	End of Holding Period

6.2.1

Where Free Shares and Matching Shares are awarded in the form of Forfeitable Shares, subject to rule 6.3 ( Leaving Employment ), after the end of the Holding Period, the Free Shares and Matching Shares will be held by the Nominee on behalf of the Participant as unrestricted Plan Shares unless and until the Participant directs the Nominee to transfer legal title to him or his nominee. In the absence of such direction, the Directors may decide to transfer any such unrestricted Plan Shares to the Participant or his nominee at any time.

6.2.2

Where Free Shares and Matching Shares are awarded in the form of a Conditional Award, subject to rule 6.3 ( Leaving Employment ), the Conditional Award will Vest at the end of the Holding Period and the Shares will be issued or transferred to the Participant or his nominee within 30 days of Vesting.

6.2.3

A Participant cannot assign, charge or otherwise dispose of his beneficial interests in any Free Shares or any Matching Shares awarded in the form of a Conditional Award.

6.3	Leaving Employment

6.3.1

If a Participant leaves Employment for any of the reasons set out in 6.3.2 below, the following will apply:

(i)

subject to (ii) below, all his Plan Shares will cease to be subject to the Plan and will be transferred to him (or, in the case of death, to his personal representative) or his nominee as soon as practicable, unless the Directors decide in their absolute discretion that all or some of the Participant's Plan Shares will remain subject to the Plan, including the relevant transfer restrictions; and

(ii)

if the Participant holds a Conditional Award, the Conditional Award will Vest and the Shares will be transferred to him or his nominee within 60 days of leaving Employment, unless the Directors decide, in their absolute discretion, that all or some of the Participant's Shares will remain subject to the Plan, including the relevant transfer restrictions. In the case of death, the Shares will be transferred to the Participant’s personal representative as soon as practicable.

A transfer of employment to, or immediate re-employment by, Rio Tinto plc or any of its subsidiaries will not, whether or not that entity is a Group Company constitute leaving Employment for the purposes of rule 3.5 ( Forfeiture of Free Shares ), rule 5.4 ( Forfeiture of Matching Shares ) or this rule 6.3, unless the Directors decide otherwise.

6.3.2

The reasons are:

(i)

ill-health, injury or disability (established to the satisfaction of the Participant’s employer);

(ii)

retirement with the agreement of the Participant’s employer;

(iii)

the Participant’s employing company ceasing to be a Group Company;

(iv)

a transfer of the undertaking, or part of the undertaking, in which the Participant works to a person which is not a Group Company;

(v)

redundancy;

(vi)

death; and

(vii)

any other reason, if the Directors so decide in any particular case.

6.4	Cash equivalent for fractional Shares

Notwithstanding anything else in this Plan, no fractional Shares will be issued or transferred to a Participant. Where a Participant is entitled to receive a fractional Share under this Plan (including under rule 4.19, rule 6.2.1, rule 6.2.2 or rule 6.3.1), that Participant will instead receive cash consideration equivalent to the relevant fraction of the Share's Market Value.

7	Rights of Participants

7.1	Dividend Shares and Dividend Equivalents

7.1.1

All dividends payable in respect of a Participant’s Plan Shares (including during any applicable Holding Period) will belong to the Participant. Unless the Directors determine otherwise, the Company will procure that any dividends paid will be used to acquire Dividend Shares (including, where the Directors so decide, fractional Dividend Shares) on behalf of the Participant as the Directors determine from time to time. Dividend Shares will not be subject to any restrictions or forfeiture and will form part of the Participant’s Plan Shares for the purpose of this rule 7 ( Rights of Participants ). Dividend Shares will be held by the Nominee on behalf of the Participant unless and until the Participant or the Directors direct that the Dividend Shares should be transferred to the Participant or his nominee or sold. Where the Directors determine that dividends will not be reinvested they will be paid in cash to the Participant.

7.1.2

Where the Participant holds a Conditional Award, the Directors may at any time determine that the Conditional Award includes the right to receive a Dividend Equivalent which may be paid in Dividend Shares (as determined from time to time by the Directors). Dividend Equivalents will be paid to the Participant or his nominee at such time as the Shares subject to the Conditional Award are issued or transferred to the Participant unless the Directors decide that any Dividend Shares should be held in accordance with rule 7.1.1.

7.1.3

The Nominee is not required to pay a Participant any interest earned on any dividend to which the Participant is entitled. The Nominee may retain any interest on such terms as the Directors decide.

7.1.4

The Nominee must hold, use and deal with, any unclaimed dividends in accordance with the requirements of applicable legislation.

7.2

Voting

7.2.1

The Nominee may invite each Participant to direct it on the exercise of any voting rights attaching to Plan Shares registered in the name of the Nominee and held on

behalf of that Participant . The Nominee may not take any action without such a direction. The Nominee will only be entitled to vote on a show of hands if all directions received from Participants who have given directions in respect of a particular resolution are identical. The Nominee will not be under any obligation to call for a poll. To the extent permitted by law, i n the event of a poll the Nominee will vote in accordance with the directions of Participants.

The Nominee must not vote in respect any Shares it holds under the Plan which have not been registered in the name of the Nominee.

7.2.2

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

7.3	Share Capital Variation

7.3.1

The Participant (or anyone authorised by him) has the right to direct the Nominee on the appropriate action to take (if any) in relation to any right relating to a Participant’s Plan Shares in connection with a Share Capital Variation. The Nominee may not take any action without such a direction. If the Nominee has not received the necessary direction and funds needed to carry out the direction before such time as the Nominee specifies, it will allow the right to lapse. If the Nominee is to incur any liability, it may require an indemnity which it considers appropriate from the Participant.

7.3.2

Subject to rules 7.3.3 and 7.3.4, in the event of a Share Capital Variation, subject to the Corporations Act and ASX Listing Rules, the Directors may adjust the number or class of Shares or securities subject to any Conditional Award.

7.3.3

If there is any reconstruction of the issued capital of the Company, then the rights of Participants will be changed to the extent necessary to comply with the ASX Listing Rules applying to a reconstruction of capital at the time of the reconstruction.

7.3.4

A Participant may not participate in new issues of Shares until the Shares subject to a Conditional Award are issued or transferred to the Participant.

7.4	Change of Control and Corporate Events

7.4.1

The Participant (or anyone authorised by him) has the right to direct the Nominee on the appropriate action to take in relation to any offer or right relating to a Participant’s Plan Shares in connection with a Change of Control or Corporate Event. The Nominee may not take any action without such a direction. On a Change of Control or Corporate Event, any consideration consisting of new shares or securities will be held by the Nominee as Plan Shares as if they were the original Plan Shares.

7.4.2

In the event of a Change of Control or, if the Directors so decide, a Corporate Event, a Conditional Award Vests at the time of the relevant event as determined by the Directors.

7.5	Fractional entitlements

Where, following any offer referred to in rule 7.3 ( Share Capital Variation ), the Nominee receives rights or securities in respect of Plan Shares, it will allocate them among the

Participants concerned on a proportionate basis, rounding down if necessary. The Nominee will then aggregate any fractions not allocated and sell the unallocated rights and securities. The Nominee will deduct all expe nses of sale and applicable tax and social security from the proceeds of sale and distribute the net proceeds of sale proportionately among the Participants whose allocation was rounded down. However, if a Participant’s entitlement is less than the transfer costs ( wire fees) to be incurred in distributing the entitlement, the Nominee may retain that entitlement and use it to pay the expenses of the Plan.

7.6	Fractional shares

Notwithstanding anything else in this Plan, and irrespective of whether or not a direction to vote or take any other action is received by the Nominee in respect of any Plan Shares, the Nominee will not, in respect of any fractional interest in a Plan Share held by the Participant under the rules of the Plan, exercise the right to vote or take any other action that cannot be effected in respect of a fractional interest only.

For the avoidance of doubt, a Participant's fractional interest in a Plan Share for the purpose of this rule means any residual fractional interest in a Plan Share that remains after aggregating all fractional interests in Plan Shares held by the Participant.

General

8.1	Plan limits

The number of Shares which may be allocated under the Plan on any day will not exceed the maximum number permitted under any applicable ASIC Class Order or other applicable instrument from the ASIC providing relief from the prospectus regime of the Corporations Act.

In this rule 8.1 “allocated” means, in the case of any share option scheme, the placing of unissued Shares under option and, in relation to other types of employee share schemes, the issue of Shares. In determining the limits above, no account will be taken of any Shares where the right to acquire Shares was released or lapsed without being exercised. For the avoidance of doubt, the acquisition of any Shares by market purchase by, or for the purpose of, an employee share scheme is not within the meaning of “allocated”.

8.2

Listing

If and so long as Shares are listed on the Australian Securities Exchange or on any other stock exchange where Shares are traded, the Company will apply for a listing for any Shares issued under the Plan after their allotment.

8.3

Rights

Shares issued on subscription will rank equally in all respects with the Shares then in issue. However, the Directors may determine, in their discretion, that they will not rank for any dividends or other distributions payable or made in respect of a period beginning after their date of issue.

Where Shares are transferred cum an entitlement they will have the benefit of all rights attaching to the Shares by reference to a record date on or after the date on which they are allocated or awarded.

The Company may award Shares, a proportion of which will rank for dividends or other rights attaching to Shares by reference to a record date preceding the relevant Award Da te and a proportion of which will not. If this happens, the Company will award the Shares to each Participant as far as practicable in those same proportions.

8.4

Notices

Any notice or other document which has to be given in connection with the Plan may be delivered to a Participant or sent by post to him at his home address using the records of that Participant’s employing company, or such other address as the Company or the Nominee consider appropriate or, subject to the Corporations Act, sent by e-mail (or other electronic means including posting on any website or intranet site) to any address which according to the records of his employing company is used by him (or such other e-mail or electronic address as he may from time to time specify).

Any notice or other document which has to be given to the Company or the Nominee in connection with the Plan may be delivered or sent by post to them at their registered offices (or such other place as the Directors or the Nominee may from time to time notify the Participants) or, if the Directors allow and subject to such conditions as they may specify, sent by e-mail or other electronic means to the e-mail or electronic address for the time being notified by the Company.

Notices sent by post will be deemed to have been given on the seventh day following the date of posting. Notices sent by e-mail (or other electronic means), in the absence of evidence to the contrary, will be deemed to have been received on the first day after sending.

8.5	Documents sent to shareholders

The Company may send to the Participants copies of any documents or notices normally sent to its shareholders.

8.6	Directors’ decision final and binding

The decision of the Directors on the interpretation of the Plan rules or in any dispute or question affecting any Eligible Employee or Participant under the Plan will be final and conclusive.

8.7	Regulations

The Directors will have the power from time to time to make or vary regulations for the administration and operation of the Plan but these must be consistent with the Plan rules.

8.8	Payments by Participating Companies

The Company may notify each Participating Company of an amount it is required to contribute in respect of Free Shares and/or Matching Shares. If it does so, each Participating Company will pay this amount to the Company to be used for the purposes of the Plan.

8.9	Capital receipts and other amounts

When the Nominee receives money in relation to Plan Shares or the proceeds of any disposal, it will make the required deductions for tax and social security and pay the balance to the Participant. The Nominee may, however, retain any amount which is less

than the transfer costs (wire fees) to be incurred in distributing the amount and use it for the purposes of the Plan.

8.10	Withholding

The Company, the Nominee and any employing company may withhold any amount and make any arrangements, including the sale of Shares on behalf of the Participant, as it considers necessary to meet any liability to taxation or social security contributions in respect of the Participants’ participation in the Plan.

8.11	Overriding restrictions on transfer of Shares

Notwithstanding any term or condition of this Plan, Shares 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.

9	Terms of employment

9.1.1

For the purposes of this rule 9, “Employee” means any Participant, any Eligible Employee, other employee or any other person.

9.1.2

This rule 9 applies during an Employee’s employment and after the termination of an Employee’s employment, whether or not the termination is lawful.

9.1.3

Nothing in the Plan 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.

9.1.4

The benefit to an Employee of participating in the Plan shall not form any contractual right and shall not be pensionable, form part of an Employee’s basic salary or be benefit bearing.

9.1.5

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

9.1.6

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

9.1.7

The Employee will have no claim or right of action in respect of any decision, omission or discretion, not relating to his Plan Shares, which may operate to the disadvantage of the Employee even if it is unreasonable, irrational or might otherwise be regarded as being in breach of the duty of trust and confidence (and/or any other implied duty) between the Employee and his employer.

9.1.8

The Employee will have no claim or right of action in respect of any decision, omission or discretion relating to his Plan Shares which may operate to the disadvantage of the Employee.

9.1.9

No Employee has any right to compensation for any loss in relation to the Plan, including any loss in relation to:

(i)

any loss or reduction of rights or expectations under the Plan in any circumstances (including lawful or unlawful termination of employment); or

(ii)

any exercise of a discretion or a decision taken in relation to a Participant or to the Plan, or any failure to exercise a discretion or take a decision; or

(iii)

the operation, suspension, termination or amendment of the Plan.

9.1.10

Participation in the Plan is permitted only on the basis that the Participant accepts all the provisions of the Plan rules, including this rule 9. By participating in the Plan, an Employee waives all rights under the Plan, other than the right to receive any Free Shares or Matching Shares awarded to him or any Investment Shares or Dividend Shares allocated to him subject to and in accordance with the express terms of the Plan rules, in consideration for, and as a condition of, his participation in the Plan.

9.1.11

Nothing in this Plan confers any benefit, right or expectation on a person who is not an Employee. No such third party has any rights under any legislation to enforce any term of this Plan. This does not affect any other right or remedy of a third party which may exist.

10	Data protection

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

10.1.1

administering and maintaining records;

10.1.2

providing information to any Group Company, (and to Rio Tinto plc and its subsidiaries), the Nominee, registrars, brokers, banks, professional advisers, mail houses or third party administrators of the Plan; and

10.1.3

providing information to future purchasers of any Group Company, Rio Tinto plc or any subsidiary of it or any business of any of them,

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).

11	Amendments

11.1	Directors’ powers

Subject to the Corporations Act and the ASX Listing Rules, the Directors may at any time change any of the provisions of the Plan in any way.

11.2	Overseas considerations

Notwithstanding any other provision of the Plan, the Directors may amend or add to the provisions of the Plan (by way of schedule or otherwise) as they consider necessary or

desirable to facilitate the operation of the Plan in any jurisdiction or to enable the Plan to take advantage of any favourable tax or regulatory treatment provided that any such addition or amendment does not vary the basic features of the Plan.

12	Termination

The Directors may resolve to terminate the Plan at any time. If this happens no further Shares will be awarded or allocated but the provisions of the Plan will continue in full force and effect in relation to Shares already awarded or allocated.

13	Governing law and jurisdiction

Victorian law governs the Plan and its administration. The Victorian courts have exclusive jurisdiction in respect of disputes arising under or in connection with the Plan.

Schedule 1
Canada

Purpose

The purpose of this Schedule 1 is to make certain variations to the terms of the Plan, in the case of its operation for Participating Employees in Canada, to take into account Canadian tax rules.

2	Definitions

The words and expressions used in this Schedule 1 which have capital letters have the same meaning as they have in the rules of the Plan.

3	Application

This Schedule 1 applies to any Participating Employee who is subject to taxation under the laws of Canada as a resident of Canada on the Award Date.

4	Amendments

All the rules of the Plan apply to this Schedule 1 subject to the following amendments:

4.1	Off-shore trust

Any trust located outside of Canada shall not be used in respect of the Plan for any Participating Employee subject to this Schedule 1.

4.2	Holding Period for Free Shares and Matching Shares

For the purposes of Free Shares and Matching Shares awarded to Participating Employees under this Schedule 1, the Holding Period under the Plan must end no later than 31 December of the third calendar year following the Award Date and such Free Shares and Matching Shares will be satisfied in cash, in settlement of any fractional Shares, or Shares on or before such date.

Exhibit 5.1

Rio Tinto plc

6 St James’s Square

London

SW1Y 4AD

United Kingdom

14 May 2018

The Directors

Rio Tinto plc

6 St. James’s Square

London, SW1Y 4AD

Dear Sirs,

This opinion is given in connection with the registration under the United States Securities Act of 1933, as amended (the “Act”) of 1,500,000 Ordinary Shares of 10p each of Rio Tinto plc, a company registered in England and Wales to be issued in connection with the Equity Incentive Plan 2018.

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 Equity Incentive Plan 2018 will, when issued and delivered pursuant to the Company’s Memorandum and Articles of Association and in accordance with the Equity Incentive Plan 2018 , 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/ Steve Allen

Steve Allen

Solicitor

Group Company Secretary

Rio Tinto plc

Exhibit 5.2

Rio Tinto Limited

Level 7

360 Collins Street

Melbourne

Australia 3000

14 May 2018

The Directors

Rio Tinto Limited

Level 7

360 Collins Street

Melbourne

Australia 3000

Dear Sirs,

This opinion is given in connection with the registration under the United States Securities Act of 1933, as amended (the “Act”) of 160,000 ordinary shares (the “Shares”) of Rio Tinto Limited (the “Company”), a company registered in Australia to be issued in connection with the following employee share plans:

Equity Incentive Plan 2018

Global Employee Share Plan

This opinion is limited to the laws of Australia and its States and Territories, as applied by the Australian courts and is given on the basis that it will be governed by and be construed in accordance with those laws.

On the basis of, and subject to, the foregoing and having regard to such consideration of Australian 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 incorporated as a company limited by shares and is validly existing under the laws of the Commonwealth of Australia; and

(ii)

any Shares to be issued by the Company pursuant to and in accordance with the Equity Incentive Plan 2018 and appropriate board and/or shareholder resolutions will, when issued and delivered pursuant to the Company’s Constitution and in accordance with the Equity Incentive Plan 2018 , 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 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.

Yours faithfully,

/s/ Tim Paine

Tim Paine

(an Australian Legal Practitioner within the meaning of the Legal Profession Uniform Law (Victoria))

Joint Company Secretary

Rio Tinto Limited

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 Rio Tinto plc and Rio Tinto Ltd of our report dated 28 February 2018 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Rio Tinto plc’s and Rio Tinto Limited’s Annual Report on Form 20-F for the year ended 31 December 2017.

/s/ PricewaterhouseCoopers LLP /s/ PricewaterhouseCoopers


PricewaterhouseCoopers LLP	PricewaterhouseCoopers
London, United Kingdom	Brisbane, Australia

14 May 2018	14 May 2018