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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 20-F
(Mark One)


REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
or
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2024
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
or
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report                      

For the transition period from:                      to                     
Commission file number: 001-10533
Commission file number: 001-34121
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
(Jurisdiction of Incorporation or Organization)
Victoria, Australia
(Jurisdiction of Incorporation or Organization)
6 St. James's Square
London, SW1Y 4AD, United Kingdom
(Address of Principal Executive Offices)
Level 43, 120 Collins Street
Melbourne, Victoria 3000, Australia
(Address of Principal Executive Offices)
Julie Parent, T: 514-848-8519, E: julie.parent@riotinto.com
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol
Name of Each Exchange
On Which Registered
American Depositary Shares*
Ordinary Shares of 10p each**
7.125% Notes due 2028
5.000% Notes due 2033
5.200% Notes due 2040
4.750% Notes due 2042
4.125% Notes due 2042
2.750% Notes due 2051
5.125% Notes due 2053
RIO
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange

*Evidenced by American Depositary Receipts. Each American Depositary Share Represents one Rio Tinto plc Ordinary Shares of 10p each.
**Not for trading, but only in connection with the listing of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Title of ClassTitle of Class Shares
NoneNone
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
Title of ClassTitle of Class of Shares
NoneNone
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period
covered by the annual report:
Title of each classRio Tinto plc - NumberRio Tinto Limited - NumberTitle of each class
Ordinary Shares of 10p each1,255,944,847371,217,214Shares
DLC Dividend Share of 10p11DLC Dividend Share
Special Voting Share of 10p11Special Voting Share
Indicate by check mark if the registrants are well-known seasoned issuers, as defined in rule 405 of the Securities Act.
    Yes      No  ☐
If this report is an annual or transition report, indicate by check mark if the registrants are not required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934.
    Yes      No  ☒
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such
reports), and (2) have been subject to such filing requirements for the past 90 days:
    Yes      No  ☐
Indicate by check mark whether the registrants have submitted electronically every
Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrants were required to submit such files).
    Yes      No  ☐
Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, non-accelerated filers, or emerging growth companies. See definition
of “large accelerated filer”, “accelerated filer” and “emerging growth company” and in Rule 12b-2 of the Exchange Act.:
Large Accelerated Filer  ☒
Accelerated Filer  ☐Non-Accelerated Filer          ☐
Emerging growth company  ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark
if the registrants have elected not to use the extended transition period for complying with any new or revised
financial accounting standards* provided pursuant to Section 13(a) of the Exchange Act.

*The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrants have filed a report on and attestation to their management’s assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued their audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrants included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants' executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark which basis of accounting the registrants have used to prepare the financial statements included in this filing:
US GAAP            International Financial Reporting Standards as issued by the International Accounting Standards Board  
Other  ☐
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the
registrants have elected to follow:
Item 17      Item 18  ☐
If this is an annual report, indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange
Act).
    Yes      No  ☒
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrants have filed all documents and reports required to be filed by Sections 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes No
Auditor NameAuditor LocationAuditor Firm ID
KPMG LLPLondon, United Kingdom1118
KPMGPerth, Australia1020


FCa.jpg
                                                                                                                                                                                                                                                                               
Item
Form 20-F Caption
Location in this document
Page
1
Identity of directors, senior management and advisers
Not applicable
2
Offer statistics and expected timetable
Not applicable
3
Key information
3.A - [Reserved]
Not applicable
3.B – Capitalisation and indebtedness
Not applicable
3.C – Reasons for the offer and use of proceeds
Not applicable
3.D – Risk factors
Risk factors
91-98
4
Information on the company
4.A – History and development of the company
Contents
Cover
2024 at a glance
Chair’s statement
From the Chief Executive
Strategic context
Our stakeholders
Progressing our 4 objectives
Key performance indicators
Chief Financial Officer’s statement
Financial review
Iron Ore
Aluminium
Copper
Minerals
Our approach to ESG
Governance – Additional statutory disclosure – Operating and financial review
146-147
Financial statements
– Note 1 – Our financial performance by segment
– Note 5 – Acquisitions and disposals
Rio Tinto Financial Information by Business Unit
Shareholder Information
– Organisational structure
– Nomenclature and financial data
– History
– Dual-listed companies structure
Additional information – US disclosure – Document on display
                                      – Registered offices
4.B – Business overview
2024 at a glance
Chair’s statement
From the Chief Executive
Strategic context
Strategic framework
Our business model
Our stakeholders
Progressing our 4 objectives
Key performance indicators
Chief Financial Officer’s statement
Financial review
Iron Ore
Aluminium
Copper
Minerals
Our approach to ESG
Governance – Additional statutory disclosure
– Government regulations
– Environmental regulations
150
150
Financial statements Note 6 – Revenue by destination and product
Metals and minerals production
275-276
Mineral Resources and Mineral Reserves
Qualified Persons
Mines and production facilities
302-319
Additional information – US disclosure – Disclosure pursuant to Section 13(r) of
the Securities Exchange Act of 1934
Item
Form 20-F Caption
Location in this document
Page
4.C Organisational structure
Financial statements
– Note 30 – Principal subsidiaries
– Note 31 – Principal joint operations
– Note 32 – Entities accounted under the equity method
Shareholder Information
– Organisational structure
– Dual-listed companies structure
325-326
4.D – Property, plants and equipment
Key performance indicators
Financial review
– Capital projects
– Future options
Iron Ore
Aluminium
Copper
Minerals
Our approach to ESG
Governance – Additional statutory disclosure
– Environmental regulations
– Energy efficiency action
150
150
Financial statements Note 13 – Property, plant and equipment
Metals and minerals production
275-276
Mineral Resources and Mineral Reserves
Qualified persons
Mines and production facilities
302-319
Additional information – US disclosure – Summary disclosure of operations
pursuant to Item 1303 of SK-1300 under Securities Act of 1933
Additional information – US disclosure – Individual property disclosure  pursuant
to Item 1304 of SK-1300 under Securities Act of 1933
Additional information – US disclosure – Internal controls disclosure pursuant to
Item 1305 of SK-1300 under Securities Act of 1933
See Exhibit 96.4
Item
Form 20-F Caption
Location in this document
Page
4A
Unresolved staff comments   
None
5
Operating and financial review and prospects
5.A – Operating results
Chair’s statement
Financial review
Iron Ore
Aluminium
Copper
Minerals
Our approach to ESG
Governance – Additional statutory disclosure
– Operating and financial review
– Government regulations
– Environmental regulations
146-147
150
150
Financial statements
h. Impact of Climate Change on the Group
Note 24 – Financial instruments and risk management
Rio Tinto Financial Information by Business Unit
Alternative Performance Measures
5.B – Liquidity and capital resources
Financial review
– Capital projects
– Future options
Copper – Oyu Tolgoi underground project
Financial statements
– Note 14 – Close-down and restoration provisions
– Our capital and liquidity
– Note 19 -  Net debt
– Note 20 – Borrowings
– Note 21 – Leases
– Note 22 – Cash and cash equivalents
– Note 23 – Other financial assets and liabilities
– Note 24 – Financial instruments and risk management
– Note 28 – Post-retirement benefits
– Note 36 – Other provisions
– Note 37 – Contingencies and commitments
5.C – Research and development, patents and licenses,
etc.
Strategic framework
Progressing our 4 objectives
Our approach to ESG - Environment
35-40
Governance – Additional statutory disclosure – Exploration, research and
development
150
Financial statements
– Note 7 – Net operating costs (excluding items disclosed separately)
– Note 13 - Property, plant and equipment
-Impact of climate change on our business - Useful economic lives of our
power generating assets
5.D – Trend information
2024 at a glance
Chair’s statement
From the Chief Executive
Strategic context
Strategic framework
Our business model
Our stakeholders
Progressing our 4 objectives
Key performance indicators
Chief Financial Officer’s statement
Financial review
Iron Ore
Aluminium
Copper
Minerals
5.E  – Critical accounting estimates
Not Applicable
Item
Form 20-F Caption
Location in this document
Page
6
Directors, senior management and employees
6.A – Directors and senior management
Governance
– Board of Directors
– Executive Committee
102-103
104-105
Additional statutory disclosure – Directors and executives
149
6.B – Compensation
Governance
– Remuneration at a glance
– Remuneration principles
– Implementation report
– Implementation report tables
123-125
126
127-140
141-145
Financial statements
– Note 26 – Employment costs and provisions
– Note 27 – Share-based payments
– Note 28 – Post-retirement benefits
6.C – Board practices
Governance
100-152
Governance
– Board of Directors
– Executive Committee
– Audit & Risk Committee report
– Remuneration at a glance
– Application of and compliance with governance codes and standards
102-103
104-105
113-116
123-125
151-152
Shareholder information – Directors – Appointment and removal of Directors
6.D – Employees
Our stakeholders – Our people
Our approach to ESG – Talent, diversity and inclusion
Financial statements
– Note 25 – Average number of employees
– Note 26 – Employment costs and provisions
Rio Tinto financial Information by Business Unit
6.E – Share ownership
Governance
– Implementation report – Executive Directors’ shareholding
                                        – Non-Executive Directors’ share ownership
                                        – Other share plans
136
140
140
Financial statements - Note 27 – Share-based payments
6.F – Disclosure of a registrant’s action to recover
erroneously awarded compensation
Governance
– Remuneration at a glance
See Exhibit 96.5
123-125
7
Major shareholders and related party transactions
7.A – Major shareholders
Shareholder information - Shareownership
– Substantial shareholders in Rio Tinto plc
– Substantial shareholders in Rio Tinto Limited
– Analysis of ordinary shareholders
– Twenty largest registered shareholders
326
326
327
327
7.B – Related party transactions
Financial review
Financial statements Note 33 – Related-party transactions
7.C – Interests of experts and counsel
Not applicable
8
Financial Information
8.A – Consolidated statements and other financial
information
Financial review – Our shareholder returns policy
21
Additional statutory disclosure - Operating and financial review
146-147
Financial statements Note 37 – Contingencies and commitments
See Item 18
Item
Form 20-F Caption
Location in this document
Page
8.B – Significant changes
Financial statements Note 39 – Events after the balance sheet date
9
The offer and listing
9.A – Offer and listing details
Additional statutory disclosure – Operating and financial review
146-147
Shareholder information
– Organisational structure
– Markets
326-327
9.B – Plan of distribution
Not applicable
9.C – Markets
Shareholder information – Markets
326-327
See Exhibit 2.1
9.D – Selling shareholders
Not applicable
9.E – Dilution
Not applicable
9.F – Expenses of the issue
Not applicable
10
Additional information
10.A – Share capital
Not applicable
10.B – Memorandum and articles of association
Financial review – Our shareholder returns policy
21
Governance – Application of and compliance with governance codes and
standards
151-152
Shareholder information
– Dual-listed companies structures
– Material contracts
– Exchange controls and foreign investment
– Directors
See Exhibit 2.1
10.C – Material contracts
Financial statements – Our capital and liquidity
Shareholder information – Material contracts
10.D – Exchange controls
Shareholder information – Exchange controls and foreign investment
10.E – Taxation
Additional information – US disclosure – Taxation
10.F – Dividends and paying agents
Not applicable
10.G – Statement by experts
Not applicable
10.H – Documents on display
Additional information – US disclosure – Document on display
10.I – Subsidiary information
Not applicable
10.J – Annual report to security holders
Additional information – US disclosure – Document on display
11
Quantitative and qualitative disclosure about market
risk
Risk factors
91-98
Financial statements Note 24 – Financial instruments and risk management
202-207
Cautionary statement about forward-looking statements
12
Description of securities other than equity securities
12.A – Debt securities
Not applicable
12.B – Warrants and rights
Not applicable
12.C – Other securities
Not applicable
12.D – American depositary shares
Additional information – US disclosure – American Depositary Shares - American
depositary receipts (ADRs)
13
Defaults, dividend arrearages and delinquencies
Not applicable 
14
Material modifications to the rights of security holders
and use of proceeds
Not applicable
15
Controls and Procedures
Governance – Additional statutory disclosure
– Disclosure controls and procedures
– Management’s report on internal control over financial reporting
151
151
See Item 18 for the Report of the Independent Registered
Public Accounting Firm
16
[Reserved]
Not applicable
16A
Audit committee financial expert
Governance
– Audit & Risk Committee report – US listing requirements
– Application of and compliance with governance codes and standards
113
151-152
16B
Code of ethics
Our approach to ESG – Governance
16C
Principal accountant fees and services
Governance – Audit & Risk Committee report
– External auditors
115-116
Financial statements – Note 38 – Auditors’ remuneration
228
Item
Form 20-F Caption
Location in this document
Page
16D
Exemptions from the listing standards for audit
committees
Not applicable
16E
Purchase of equity securities by the issuer and
affiliated purchasers
Governance – Additional statutory disclosure
– Purchases
147-148
Financial statements – Note 34 – Share capital
16F
Change in registrant’s certifying accountant
Not applicable
16G
Corporate Governance
Governance – Application of and compliance with governance codes and
standards
151-152
16H
Mine safety disclosure
See Exhibit 16.1
16I
Disclosure regarding foreign jurisdictions that prevent
inspections
Not applicable
16J
Insider trading policies
Dealing in Rio Tinto securities
See Exhibit 11.1
16K
Cybersecurity
Our approach to risk management
88-90
Risk factors
– Preventing material business disruption and data breaches due to cyber events
94
Additional information – US disclosure – Cybersecurity
17
Financial statements
Not applicable
18
Financial statements
About Rio Tinto
About the presentation of our financial statements
Group Income Statement
Consolidated Statement of Comprehensive Income
Consolidated Cash Flow Statement
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Financial statements
– Notes 1 to 40
Report of Independent Registered Public Accounting Firms
19
Exhibits
See Exhibit List at the end of this document
Other information contained within Rio Tinto’s Annual Report on Form 20-F 2024 (Form 20-F) is not included in this Form 20-F unless
specifically identified above and is furnished to the SEC for information only.
IFC.jpg
Contents
Strategic report
Our world today… and looking to the future
2
2024 at a glance
3
Chair's statement
4
From the Chief Executive
5
Strategic context
6
Strategic framework
7
Our business model
8
Our stakeholders
9
Progressing our 4 objectives
10
Key performance indicators
Chief Financial Officer's statement
Financial review
Iron Ore
Aluminium
Copper
Minerals
Our approach to ESG
Environment
35
Our 2025 Climate Action Plan
41
Social
76
Governance
86
Our approach to risk management
88
Risk factors
91
Five-year review
Directors’ report
Governance
Chair's introduction
Governance framework
101
Board of Directors
Executive Committee
Our stakeholders - Section 172(1) statement
106
Board activities in 2024
109
Evaluating our performance
Nominations Committee report
Audit & Risk Committee report
Sustainability Committee report
Camera-R250-G147-B121.gif
On the cover: The Rincon Lithium Project, Argentina, which produced
first lithium from the starter plant this year. Lithium is part of our portfolio
of materials essential to a low-carbon future.
Remuneration report
Annual statement by the People
& Remuneration Committee Chair
119
Implementation report
Additional statutory disclosure
Financial statements
About Rio Tinto
About the presentation of our financial statements
Consolidated primary statements
Notes to the consolidated financial statements
Report of independent registered public accounting
firms
246
Additional financial information
Financial information by business unit
266
Alternative performance measures
269
Production, Reserves,
Resources and Operations
Metals and minerals production
Mineral Resources and Mineral Reserves
Qualified Persons
Mines and production facilities
Additional information
Shareholder information
US disclosure
Cautionary statement about forward-looking statements
Contact details
References to information on websites in the Form 20-F are included
as an aid to their location and such information is not incorporated in,
and does not form part of, this Form 20-F. We have included any
website as an inactive textual reference.
KPMG's independent assurance report related to sustainability is not
included within this Form 20-F and therefore any references to this
report (or the related assurance services) are not incorporated in, and
do not form part of, this Form 20-F.
p1.jpg
Annual Report on Form 20-F 2024
1
riotinto.com
Many of our operations are located on land and
waters that have belonged to Indigenous and
land-connected Peoples for thousands of years.
We respect their ongoing deep connection to,
and their vast knowledge of, the land, water and
environment. We pay our respects to Elders,
both past and present, and acknowledge the
important role Indigenous and land-connected
Peoples play within communities and our business.
We are Rio Tinto, and we’re finding better ways™
We live on a planet that’s changing fast. The energy transition is
an urgent, global challenge that calls for more of the metals and
minerals we produce. This provides us with great opportunity,
but we must supply that demand responsibly, and reduce
emissions across our value chain. It’s why we’re working tirelessly
to find solutions to complex questions, so we can help close the
gaps, as we provide the materials the world needs.
Book-red_accent.gif
Find out more about how we’re …
Accelerating growth
page 22
Innovating to net zero
page 41
Evolving our culture
page 78
Camera-R250-G147-B121.gif
On this page: We are rehabilitating the
Argyle diamond mine on the traditional lands
of the Miriwoong and Gija People in Western
Australia.
p2.jpg
Annual Report on Form 20-F 2024
2
riotinto.com
Strategic report
Our world today…
and looking to the future
We are active in 351 countries,
producing the metals and minerals
the world needs to grow and
decarbonise. Our materials are
used in everyday life, helping people
and societies build homes and
infrastructure, travel and work,
and learn and communicate.
Podcast-White.gif
Listen to our podcast, Things You Can’t
Live Without, to discover the role our
metals and minerals play, and what needs
to happen to create a sustainable future for
the items we have come to rely on:
riotinto.com/podcast
We have 60,0002 employees worldwide,
connected by our common purpose.
Our exploration teams in the field, the
colleagues at our project sites and operating
our mines, processing facilities and
infrastructure, those working in our offices
and innovation centres – they bring our
values of care, courage and curiosity to life. 
We’re focusing on the materials needed both
now, and for the future. We continue to see
strong traditional drivers of demand, and our
core markets are growing. At the same time,
emerging trends and the energy transition
are opening up new opportunities for us to
deliver profitable growth.
So we’re unlocking the full potential of our
assets, and growing and diversifying our
portfolio, to become Best Operator for today
and tomorrow.
We’re investing in our people, our assets and
our orebodies. We’re exploring in 17
countries, and driving forward with our strong
pipeline of projects so we can deliver the
materials the world needs, safely, sustainably
and for the long term. We’re listening and
partnering so we learn and improve. And
we’re strengthening our culture so our people
feel safe and respected, and empowered to
continue finding better ways™.
Rio Tinto across the globe
Our portfolio includes iron ore, aluminium, bauxite, alumina, copper, titanium dioxide, lithium, borates, salt and diamonds.
Book-red_1.gif
For more information on our mines and production facilities, Mineral
Resources and Mineral Reserves around the world, see pages 277 to 300.
Operations and projects3
Iron Ore
Copper
Aluminium
Minerals
1.Includes our mines and production facilities, main
exploration activities and countries where we have a
significant presence through activities including research
and development, commercial, sales, and corporate
functions.
2.This represents the average number of employees for
the year, including the Group's share of non-managed
operations and joint ventures. Refer to page 208 for
more information.
3.The map indicates the location of our global operations
and projects, however it does not identify all individual
facilities included in an operation. It does not include our
offices, research and development centres, and some
processing and shipping facilities. The dots on the map
are indicative and in some locations we have more
assets than visually represented due to the size of the
map. In Western Australia, for example, we operate 17
iron ore mines. For more detail, see the Mines and
production facilities section on pages 274-319.
Operations and projects are indicated according to their
product group. The Iron Ore Company of Canada is an
iron ore operation but is reported under Minerals due to
the management structure. Management responsibility
for the Simandou iron ore project in Guinea during the
build phase of the project falls under the Chief Technical
Officer and it is included in “Other operations”.
p3.jpg
Annual Report on Form 20-F 2024
3
riotinto.com
Strategic report
2024 at a glance
Fatalities at managed operations
5
(2023: 0)
All-injury frequency rate
0.37
(2023: 0.37)
Women in our workforce
25.2%
(2023: 24.3%)
Completion rate of "Building Everyday
Respect" employee learning module
97.4%
(2023: 83.5%)
Scope 1 and 2 greenhouse
gas emissions
30.7Mt CO2e
(2023: 33.9Mt CO2e)
(gross adjusted equity emissions)
Profit after tax attributable
to owners of Rio Tinto1
$11.6bn
(net earnings), (2023: $10.1bn)
Net cash generated from
operating activities
$15.6bn
(2023: $15.2bn)
Underlying EBITDA2
$23.3bn
(2023: $23.9bn)
Total dividend per share
402.0 cents
(2023: 435.0 cents)
2024 consolidated sales revenue: $53.7bn (2023: $54.0bn)
By destination (%)
93
l
Greater China
l
US
l
Japan
l
Other Asia
l
Europe
l
Canada
l
Australia
l
Other
By reportable segments (%)
125
 
l
Iron Ore
l
Aluminium
l
Copper
l
Minerals
Iron Ore
Aluminium
Copper
Minerals
Underlying EBITDA
$16.2bn
(2023: $20.0bn)
Underlying EBITDA
$3.7bn
(2023: $2.3bn)
Underlying EBITDA
$3.4bn
(2023: $2.0bn)3
Underlying EBITDA
$1.1bn
(2023: $1.4bn)
Pilbara iron ore
100% basis of
production
328.0Mt
(2023: 331.5Mt)
Bauxite
Rio Tinto share
of production
58.7Mt
(2023: 54.6Mt)
Aluminium
Rio Tinto share
of production 
3,296kt
(2023: 3,272kt)
Mined copper
Consolidated basis
of production
697kt
(2023: 620kt)
Titanium dioxide slag
Rio Tinto share
of production 
990kt
(2023: 1,111kt)
1.All financial values in this Form 20-F are presented in US dollars unless otherwise stated.
2.Underlying EBITDA is a non-IFRS measure. A definition of underlying EBITDA and a reconciliation to its closest IFRS
measure is presented in note 1 (page 168).
3.Comparative information has been adjusted to reflect the movement of Rio Tinto Guinea from the Copper product group to
“Other operations”. Refer to note 1 (page 167) for details.
Book-red_1.gif
For more information on our product groups’
performance, see pages 24-31.
p4.jpg
Annual Report on Form 20-F 2024
4
riotinto.com
Strategic report
Chair’s statement
Quote_Mark-Neutral_03.gif
Rio Tinto is optimistic about the coming year. In 2024, we laid out the
pathway to a decade of growth, gained clarity on the portfolio, and ensured
we are in excellent financial health even as we execute more projects
worldwide than ever before. Even with more global volatility, the underlying
drivers of population growth, an expanding global middle class, the push for
more localised manufacturing, artificial intelligence, and the energy
transition continue to underpin demand for what we do.
The world needs the copper, aluminium, iron
ore, and minerals we provide; our business is
evolving in line with this demand, recently
with our lithium business and the proposed
acquisition of Arcadium. Our robust results
and capital discipline demonstrate our ability
to grow organically and inorganically, and to
diversify and decarbonise our business while
creating significant shareholder value. We
have a lot of momentum, and I am confident
we can deliver further value now and in the
long term by following our strategy and
continuing to focus on our 4 key objectives:
to become Best Operator, striving for
impeccable ESG credentials, to excel in
development and to deepen our
social licence.
That said, we are devastated that there were
5 fatalities in the year, a tragic reminder of
why a relentless focus on safety is so
important in our industry. We are committed
to learning from these fatalities to improve
our processes everywhere.
Our purpose in action
As a Board, we have spent a lot of time in
2024 focusing on Rio Tinto’s strategy to
ensure we have the right portfolio of
commodities, clear milestones for success,
and are building capacity to meet the
increasing demand. We have seen this in
action on many site visits. For example, in
March, Ben Wyatt, Dean Dalla Valle and I
visited the Simandou project in Guinea
and witnessed early construction of the 620-
kilometre railway. Less than a year on, we
have signed the co-development
agreements, crushed the first iron ore,
built a 275-metre-long bridge, inaugurated 7
new schools and with a workforce of
over 13,000 people, around 81% of whom
are Guinean.
As we build, we are working with
governments, communities and civil society
groups on biodiversity and socioeconomic
development. We are certainly not perfect,
but we are taking the necessary steps to
deepen our social licence. We cannot solve
our biggest challenges alone, and it is
important that our partnerships are mutually
beneficial for all our stakeholders. A positive
workplace culture is also key to operational
performance. So, while there is still a long
way to go, I am encouraged by the progress
we are making on our culture change
journey.
Well positioned in an uncertain
landscape
We are clearly in a time of significant
geopolitical volatility with conflict, trade
tensions and polarisation at domestic and
international levels. There will be further
volatility in 2025, but we are working on what
is within our control and Rio Tinto is well-
positioned to manage risk. I am confident we
have the right strategy to meet the many
opportunities and navigate the challenges.
Because, ultimately, what we do is
increasingly in demand and will remain so,
despite the hurdles we must deal with along
the way, such as slow permitting.
Decarbonisation is core to our strategy.
We have ambitious targets to reduce our
emissions by 50% by 2030 and reach net
zero by 2050, and getting there will be hard.
But we have developed a roadmap that
should enable us to achieve our targets while
reducing energy uncertainty and improving
the underlying economics for our assets. Our
portfolio of decarbonisation initiatives is
focused on value, giving us confidence that
our investments here are not only better for
the environment, but better for our business
for the long term. Considering the complexity
of the challenges before us, innovation is
becoming an even more important part of our
approach across Rio. This is being driven by
our Chief Innovation Officer and our strong
research and development team, who are
testing future technologies and considering
how we can scale them competitively.
A team effort
In 2025, Rio Tinto will continue to focus on
building a culture where everyone feels safe,
respected and empowered, because that is
how an organisation delivers great
performance. We will also continue to forge
partnerships that enable us to grow and
deliver further attractive shareholder returns.
We cannot do this alone, and I want to thank
every one of our partners, customers,
suppliers, investors, governments,
communities and Indigenous Peoples who
supported us in 2024. Above all, I want to
thank our colleagues across the globe who
are helping us to find better ways to provide
the materials the world needs.
Dominic-Barton.jpg
Dominic Barton
Chair
19 February 2025
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From the Chief Executive
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When I look back at 2024, I am proud of the progress our team has
made. The portfolio is evolving, production is growing, and we are
developing our technical skills and getting more disciplined at cost
management as we focus on becoming Best Operator, learn from
building major projects, and advance our decarbonisation agenda.
It is in Rio Tinto’s DNA to deliver quality
assets of scale, at the lowest part of the cost
curve, and to find better ways to provide the
materials the world needs. In 2024 we
tapped into this DNA to deliver profitable,
stable growth and significant shareholder
value. We are unfolding the historic strength
of Rio Tinto, and this strength is clear in our
financial results.
However, we still have much to learn and
improve, including on safety. We are
heartbroken by the loss of our colleagues in
2024, and deeply committed to learning from
every safety event.
Evolving our portfolio
We are continuing to align our portfolio with
the commodities where demand growth is
strongest, including lithium, a cornerstone
mineral of the energy transition. At the
Rincon project in Argentina, we went from
greenfield to first lithium in only 32 months,
and we are now expanding the plant. Along
with the proposed acquisition of Arcadium,
Rincon shows our commitment to building a
world-class battery minerals portfolio.
Building major projects
We are becoming much more skilled as an
organisation at executing projects at scale,
on time and to budget. Simandou has
progressed rapidly and is on track for first
production at mine gate in 2025. At Oyu
Tolgoi, we delivered first ore on the conveyor
to surface in October, and production at the
copper mine is expected to grow by more
than 50% in 2025. In Canada, we are
expanding the use of our low-carbon AP60
aluminium smelting technology. And these
global teams of experienced project-building
professionals are capturing and embedding
their learnings.
Towards Best Operator
We are also determined to realise the full
potential of our existing assets, which means
accelerating the drive to become Best
Operator. We made good progress on this
objective in 2024, achieving consistent iron
ore production in the Pilbara, and reaching
nameplate capacity at the Amrun bauxite
mine. Of course, Best Operator is not only
about production but also cost
competitiveness, and we are becoming more
disciplined at managing our costs.
We will move further and faster on this
objective in 2025, and seek to stabilise
assets such as Iron Ore Company of Canada
and Kennecott, which present huge
opportunities to unlock value. As we go
deeper into our sites with the Safe
Production System (SPS), we see how much
potential there is across our assets.
Impeccable ESG and social licence
Societal factors heavily influence our ability
to operate, which is why we are continuing to
move the dial on impeccable ESG and our
social licence. Decarbonising our business is
deeply physical and complex, but we are
starting to deliver projects to reduce
emissions while retaining value. We can only
achieve our ambitious targets by working
closely with stakeholders, so I was
encouraged by the agreement with the
Queensland Government to support Boyne
Smelters, and our efforts to secure the long-
term future of the Tiwai Point smelter in New
Zealand. It is up to others to judge our
progress, but I do sense we are becoming a
partner of choice globally. We can win more
hearts and minds by actioning our purpose,
finding better waysTM, that are more
sustainable and are mutually beneficial.
Staying the course on culture change
Culture is fundamental to how we realise the
full value of our assets. The release of the
Everyday Respect Progress Review in
November was important, helping us
understand where we are on our culture
change journey. It is unacceptable that
colleagues are still experiencing harmful
behaviours, but we are encouraged that
many believe we are heading in the right
direction. We will stay the course, creating a
culture where everyone feels safe, respected
and empowered.
Delivering growth while creating value
We have considerable momentum heading
into 2025, and all the building blocks for an
incredibly strong, diversified and growing
business. We will continue taking actions that
ensure we remain strong in the short,
medium and long term, while paying
attractive returns to our shareholders.
We will have a laser focus on unlocking the
full potential of our assets as we go deeper
with SPS, deliver improved cost
management, and learn from executing
complex projects. We will improve our culture
and safety processes as part of an
accelerated drive to become Best Operator.
This way, we know we can afford to grow,
decarbonise, and build a portfolio of
materials the world needs, positioning us to
be more competitive as we grow.
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Jakob Stausholm
Chief Executive
19 February 2025
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Strategic context
Our strategy is informed by a deep analysis of the interplay of global megatrends, explored
through the lens of plausible scenarios. These allow us to explore potential futures for our
industry and inform our portfolio decisions. Our success relies on our ability to strengthen our
resilience to changing externalities while building partnerships and capabilities that enable us to
capture emerging opportunities.
Our scenario approach
We use global scenarios in our strategy
and capital allocation processes to
stress test our portfolio and investment
decisions under alternative
macroeconomic settings. These are
created collaboratively, using Group-
wide expertise to capture important
market-specific trends and insights. Our
scenario framework focuses on 2
prevailing forces: the speed of global
economic growth and the trajectory of
climate action, each heavily influenced
by global geopolitics, governance and
technology. In 2024, we updated our
methodology, replacing our 2 former
core scenarios (Competitive and
Fragmented Leadership) with
Conviction and Resilience scenarios,
which inform our industry and project
evaluations under 2 distinct
macroeconomic settings:
Conviction Scenario consists of
elements of both our former core
scenarios, envisaging a degree of
industry fragmentation and
increasing government intervention
in key markets, but also significant
progress in the development and
deployment of energy transition
technologies, in part driven by
heightened global competition.
Resilience Scenario represents a
lower-growth world, where prevailing
geopolitical uncertainty and populist
and nationalist movements result in
weaker governance, fragmented
global trade, and less effective climate
action.
Additional scenarios provide sensitivity
analysis. These include our
Aspirational Leadership scenario,
which allows us to explore decisions in a
world that remains on track to limit the
global average temperature rise to
1.5°C (above pre-industrial levels) by
2100. We also test our analysis against
consensus forecasts to explore our level
of conviction against the market and
identify emerging opportunities and
risks.
These scenarios allow us to examine
the robustness of our investment
decisions, identify opportunities for
protecting against the downside, gauge
against market conviction and evaluate
areas where we see upside potential
beyond our peers.
Policy fragmentation and
climate action
In 2024, we continued to see strong
government intervention in the market and
an increasingly fragmented policy landscape
as countries competed to strengthen their
position in key sectors. In the 2 years since
the US Inflation Reduction Act was signed,
tax credits have been announced for a range
of sectors, and hundreds of billions of dollars
of additional investments have been
announced by US and foreign companies.
Other regions have continued to respond
with legislation designed to accelerate
decarbonisation, bolster local manufacturing
and enhance supply security (such as the
recently announced EU Net Zero Industry
Act).
While these initiatives have helped support
the energy transition in some ways, such
as by increasing electric vehicle (EV)
production capacity and renewable projects,
the fragmented climate policy landscape and
current economic uncertainty have hindered
global momentum on decarbonisation.
Global CO2 emissions are expected to
increase moderately in 2024, in line with the
past 2 years. This is particularly apparent for
sectors that require significant capital to
switch to fossil-fuel alternatives. In 2024,
we have also seen policy support,
particularly in the US, continue to drift away
from climate action and towards sectors
deemed critical to national security, such as
defence, communications and computing.
Western reindustrialisation
To date, Western reindustrialisation in
processing (smelting and refining) and
manufacturing has been limited due to strong
low-cost international competition and the
widening capital intensity gap with China,
where participants continue to hone their
project development and technological
capabilities. To address these challenges,
Western governments have adopted
increasingly protectionist approaches to
support regional competitiveness and reduce
import dependencies for strategic sectors. 
In 2024, the US announced tariff increases
on a range of Chinese goods, including
semiconductors and solar cells (tariffs
increased from 25% to 50%), EV batteries
(from 7.5% to 25%) and EVs (from 25% to
100%). The EU also announced an increase
in tariffs on imported EVs from a 10% base
rate to up to 45.3% for some Chinese-built
EVs. Importantly, both the US and EU have
increased tariff and safeguard measures to
ensure their remaining processing base in
steel and aluminium smelting is preserved.
This is vital in reducing raw material supply
bottleneck risks.
Access to materials
In 2024, we also saw continued heightened
fears around raw material supply disruptions,
triggered by escalating conflicts and
retaliatory trade measures (ie increased
tariffs or export quotas on critical minerals).
In response, governments and downstream
participants in key demand jurisdictions (the
US, EU, China, Japan and South Korea)
have shown an appetite to partner with
metals and mining companies to secure new
sources of supply. We have seen 3 key
approaches:
Reshoring of mining: Governments
have increased subsidy availability and
state support for domestic mining projects
to limit trade exposure risks. However,
attempts to reshore mining have been
limited due to resource quality and capital
constraints and prevailing permitting
challenges, particularly in developed
economies.
New projects in the “Global South”:
Governments have increased efforts to
forge new bilateral and multi-lateral
partnerships, to help access high-quality
resources in developing economies.
This trend is driving strong competition for
high-quality projects and fuelling demand
for metals and mining partners that can
deliver projects while maintaining
regionally aligned ESG priorities.
Recycling: For governments and original
equipment manufacturers, recycling
provides a potentially low capital, low risk,
and more socially acceptable pathway to
secure additional supply while continuing
to support the global decarbonisation
agenda. While China has continued to
build scrap-processing capacity and
capabilities (including through the recently
established China Resources Recycling
Group), deindustrialisation, smelter
closures and inadequate collection
schemes in the West have weighed on
progress. To address this, several
governments initiated policies and
strategies in 2024, including Germany’s
National Circular Economy Strategy and
the US’s Battery and Critical Mineral
Recycling Grant Program.
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Strategic framework
Our purpose is
Finding better ways
to provide the materials the world needs.
This reflects our ambition to grow profitably and take a lead in the energy transition
by innovating and continuously improving.
See examples of how we're bringing our purpose to life at riotinto.com/purpose
Our strategy is how we achieve this.
Growing production of the materials the world needs for the energy transition
while reducing operational emissions and partnering to decarbonise our value chains.
See how our strategy is moving us forward for profitable growth at riotinto.com/strategy
Our 4 objectives give us a clear pathway for driving progress and delivering results,
in line with society's interests.
Become Best Operator,
through great teams bringing
their best every day, to safely
and sustainably realise the full
value of our assets.
Strive for impeccable ESG
credentials by aligning our priorities
with society’s expectations
and considering safety and
sustainability in every decision.
Excel in development by
shaping our portfolio for the
future while progressing our
existing project pipeline on
time and to budget.
Strengthen our social
licence by building meaningful
partnerships, listening and
learning, and earning trust.
See some of the ways we’re progressing our objectives, on pages 10-11.
Our values define how we show up, to build a workplace where everyone,
everywhere feels safe, respected and empowered to have a good day, every day.
We care about:
the safety of ourselves and others
l
creating an environment of trust
l
our impact on others.
We have the courage:
to show vulnerability
l
to speak up and challenge when we
can do better
l
to take ownership of our actions
and outcomes.
And we have the curiosity:
to learn and grow
l
to problem solve and find opportunities for
everyday innovation
l
to be open to different perspectives.
Our business model helps us deliver value that matters to our stakeholders.
See how we do this, and the importance of partnerships in meeting our goals, on pages 8-9.
We ensure effective corporate governance to manage our performance responsibly and sustainably.
We track the progress we’re making
to deliver our strategy with measures
of our financial, operational, safety
and ESG performance.
See how we performed against these
key performance indicators on pages 12-14.
Our Board oversees how we’re
managing risk and delivering our strategy.
Discover how our Board also
monitors our culture to make sure it aligns with
our values on page 106.
And we have a Remuneration Policy
that supports us to deliver our strategy
in line with our purpose and values.
Find out about the financial, safety,
ESG and culture measures it takes
into account on page 124.
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Our business model
Across every stage of what we do, our business model helps us deliver value that matters to our
stakeholders.
1
Explore and evaluate
We use new and advanced technologies to explore, discover
and deliver attractive growth opportunities, with a focus on
materials essential for the energy transition.
2
Develop and innovate
We are an industry leader in research and development, and
partner with customers, technology providers, academia and
local communities to develop new projects and more efficient,
safer and sustainable production pathways.
3
Mine and process 
We own and operate mining and processing operations
spanning a range of countries and commodities. We are a
global industry leader, focused on safe, productive and
environmentally responsible performance.
4
Market and deliver 
We market our products to meet the diverse needs of our
customers, with a focus on creating lower-carbon, responsibly
sourced and traceable products that help our customers
decarbonise. We maximise value for our business, delivering
them safely, reliably and efficiently through our global logistics
network.
5
Close and repurpose
We are responsible operators, delivering value at every
stage from discovery to closure. We engage our stakeholders
in rehabilitation and social transition planning and in
preparation for closure. We review each site's closure
plans annually.
 
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Image: Argyle diamond mine tailings
storage facility, Australia.
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For more information about how we deliver
value, see riotinto.com/ourbusiness
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Our stakeholders
By engaging openly and transparently with
our stakeholders, listening to and learning
from them, we can better understand each
other’s priorities, and how we can work
together for mutual benefit. We cannot solve
all the challenges we face alone, and we
value the strength these partnerships bring in
helping us meet our goals.
Section 172(1) statement
This stakeholder section, together with our
stakeholder pages in the Governance section
(pages 106-108), explains how the Board
takes account of stakeholder interests. These
comprise our “Section 172(1) statement”.
Our people
55,0001
Employees across 6 continents
(2023: 55,000)
We are building an environment of trust,
where everyone, everywhere feels safe,
respected and empowered to have a good
day, every day. We do this by creating a safe
and inclusive environment for everyone, by
having a common way of doing what we do
everywhere, and living and leading with our
values every day. In 2024, we conducted the
Everyday Respect Progress Review to
understand the progress we have made, and
areas we need to improve, towards a safe,
respectful and inclusive work environment.
We launched our global recognition program,
RockStars, to celebrate colleagues who
demonstrate our values in action, and
Inclusive Voices, our Employee Resource
Groups, to amplify diverse voices throughout
Rio Tinto.
Our people survey is one of the tools that
helps us understand how our employees
experience working for us. In our most recent
survey conducted in Q4 2024, our employee
satisfaction rating (eSAT) was 74 points (Q4
2023: 74). For more information see page 78.
Communities
27.7%
Increase in spend with Indigenous businesses
in Australia
(2024: A$926m, up from A$725m in 2023)
Communities are the places and the
people who make up where we live, work
and call home. We work in partnership
with communities to understand how our
activities impact their lives, culture, land and
environment, and how we can help create
better social outcomes such as more jobs
and local procurement.
Over the past few years, we have focused on
our own standards of open and transparent
engagement. We are finding better waysTM
to work with communities and Indigenous
Peoples, promoting greater recognition and
inclusion of Indigenous Peoples in our
decision making. We are targeting for all
sites to co-manage cultural heritage with
communities and knowledge holders by
2027. And for all our people to complete
annual human rights awareness training as
part of our Code of Conduct learning.
Civil society organisations
20+
CSOs took part in our 2024 roundtables in
Melbourne, London and Montreal, in person
One way we can help address the world’s
many complex environmental, social and
governance (ESG) challenges, such as
climate change, human rights violations,
bribery and corruption, is through
collaboration with civil society organisations
(CSOs) and other stakeholders. Our senior
leaders regularly engage with CSOs, and
although our opinions may differ from time to
time, we respect different views, and are
open to constructive, fact-based feedback
and challenge from civil society on our
operations and performance across our
business. Our yearly roundtable discussions
with CSOs in Australia, Europe and North
America are one of the ways we make sure
we are listening to civil society perspectives.
Governments
$77bn
Paid in taxes and royalties globally over
the past 10 years
(2023: $76bn)
Governments – national, state and provincial,
and local – are important stakeholders for
our business. They regulate our operations,
are among our commercial partners, and
receive revenue from our taxes and royalties.
Our economic contribution can be significant
for national budgets and local development
priorities, such as job creation and skills
training. We engage with officials on issues
such as how we explore, mine and process
ore; conditions of land tenure; health, safety
and environment; taxation; intellectual
property; competition and foreign investment;
data privacy; conditions of trade and export;
and infrastructure access.
Investors
$6.5bn
Total dividends declared to shareholders
(2023: $7.1bn)
Our investors include pension funds,
global fund managers, bondholders, and
tens of thousands of individuals around the
world, including approximately 36,000
Rio Tinto employees.
It is important that we understand our
investors’ needs and their vision for the
company. We therefore communicate and
engage extensively with them throughout the
year, both in person and through virtual
forums across multiple jurisdictions. In
addition to our annual general meetings in
the UK and Australia, we also held our
2024 Investor Seminar in London, where our
Executive Committee provided an update on
our progress against our strategy and how
we are advancing our
decarbonisation program.
Customers
1,730
Customers across multiple industries and countries
(2023: 1,7702)
Our customers’ needs are central to our
operational decision making. We leverage
insights generated from everything we
buy, sell and move around the world.
We collaborate closely with customers
to ensure we deliver products that meet their
specific requirements and help accelerate
their decarbonisation goals.
Where possible, we partner to co-develop
solutions that support our ESG commitments.
To address customer needs for supply chain
traceability, we have expanded the scope of
our START™ sustainability label to cover
copper cathodes, metal powders and salt.
Similar to our aluminium products, we are now
providing ESG metrics associated with
sourcing and producing these materials from
mine to market.
Suppliers
$31bn
Spent with suppliers globally in 2024
(2023: $29bn3)
By improving how, and what, we buy we are
able to support our assets to become Best
Operator. This means reducing costs and
improving transactional efficiency while
improving the quality of what we purchase. As
part of this approach, we partner with local
and Indigenous businesses where possible.
This supports our efforts to have a positive
impact where we operate, so that we help to
create stronger communities that support our
operations, while giving them the opportunity
to share in our success.
Working in partnership with our suppliers
helps us to advance our day-to-day
operations to ensure we are delivering
solutions that best support our product
groups. These strong relationships will also
allow us to decarbonise our business faster.
We work hard to build trusted relationships
with our suppliers that align with our values
and strategic objectives.
1.Includes our total workforce based on managed operations (excludes the Group’s share of non-managed operations and joint ventures) as of 31 December 2024, rounded to the nearest 1,000.
2.2023 data has been restated using an updated approach for obtaining customer numbers across product groups. Numbers are for managed entities only.
3.2023 data has been restated to reflect a change in the definition of global supplier spend to include total contestable spend.
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Progressing our 4 objectives
Becoming Best Operator
What we are focusing on
Eliminating fatalities, preventing catastrophic events and
reducing injuries.
Executing our strategy to deliver attractive shareholder returns and
build a stronger, more diversified, and growing business.
Safely and sustainably realising the full value of our assets,
through our Safe Production System (SPS).
In 2024
Safety
Our all-injury frequency rate (AIFR) was 0.37 in 2024 (consistent
with 0.37 in 2023).
Tragically, there were 5 fatalities in our business in 2024, and we
continue to see serious events where people are exposed to
potential fatal incidents.
Operational performance
Our overall operating performance improved, and we delivered 1%
production growth and a 3% increase in sales volumes, both on a copper
equivalent basis (based on long-term consensus pricing).
Some assets continued to face challenges, particularly Iron Ore
Company of Canada, Kennecott and Rio Tinto Iron & Titanium.
At the end of 2024, we had commenced deployment of SPS at 31 (80%)
of our sites. These sites account for over 95% of the production uplift
opportunity identified:
At our Pilbara iron ore operations, we achieved our SPS target of
5 million tonnes, and Gudai-Darri reached 50Mtpa rates.
6% year-on-year increase in good anodes produced at Kennecott
(excluding shutdowns and 2023 furnace rebuild).
Record annual production at Amrun.
Our priorities for the future
Safety
Continuing to support contractor safety, further integrating
contractors into our safety culture and learning from them.
Continuing to strengthen our safety control framework to align with
our evolving risk profile.
Improving the governance of our aviation safety and
assurance programs.
Further evolving our safety maturity model.
Operational performance
Continuing to strengthen the business as we execute our strategy
to deliver profitable growth.
Driving further consistency across our global operations.
Our SPS priorities for 2025:
Accelerating SPS deployment saturation and maturity.
Embedding the mindsets and behaviours we need for lasting and
positive cultural change.
Locking in high performance through our management
performance practices.
Striving for impeccable ESG
What we are focusing on
Embedding sustainability in our decisions, to support our journey
to becoming Best Operator.
Striving for impeccable ESG credentials across our work, including
in health, safety and wellbeing, environment and nature,
decarbonisation, communities, diversity, and culture.
Truly listening to communities so we can find better ways to work
together, and building cultural competency across Rio Tinto.
In 2024
Environment
We are turning strategy into action on decarbonisation, and this
year committed to carbon abatement projects representing more
than 3 million tonnes of annual emissions.
We shared our support for the ICMM’s Nature Position Statement,
which sets out ICMM members’ approach to contributing to a
nature-positive future.
We laid the foundation for our nature strategy and target program,
through consultations with stakeholders.
Social
We published the findings of an independent, external Progress
Review on our work to deliver sustained workplace cultural
change. It assessed our progress in the 2 years since we
published the Everyday Respect Report, and identified areas that
require our continued effort. 
We strengthened our approach to psychosocial risk management,
running more risk assessments, and helping leaders identify
hazards and implement controls.
We developed a 3-year human rights learning strategy and a
global learning program to support training for our people in
higher-risk human rights roles.
We launched Local Voices, our global community perception
monitoring program, to help inform our planning and
decision making.
Governance
We launched new annual Code of Conduct training.
We piloted a new Third-Party Risk Management system.
Our priorities for the future
Environment
We will progress our plans to deliver on our emission-reduction
targets, work with our partners to reduce theirs, and collaborate to
drive meaningful change for our stakeholders.
We will formalise our nature strategy and approach, and continue
open dialogue on it with our stakeholders.
Our nature target program will begin in 2025, with a Group target
and site-based improvement programs.
Social
We will focus on the next stage of our plan to accelerate
culture change.
We will continue to progress towards our Community and Social
Performance targets, and strengthen our capabilities to become a
better operator and partner.
We are moving to a model of co-management of cultural heritage.
Governance
We will explore new ways of providing support to our people, and
encourage more people to speak up.
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Strategic report  |  Progressing our 4 objectives
Excelling in development
What we are focusing on
Advancing a range of projects across the business.
Developing options for the future through our project pipeline,
exploration, mergers and acquisitions, and technology.
In 2024
Project development
We made significant progress on the mine, rail and port
infrastructure for the Simandou project in Guinea, in collaboration
with our joint venture partners.
We completed breakthroughs of Shafts 3 and 4 at Oyu Tolgoi, key
to maximising the copper mine’s underground potential.
We advanced 5 replacement iron ore mine projects in the Pilbara. At
Western Range, our newest mine in the Pilbara, first ore is on plan
for the first half of 2025 and we are now operating our Autonomous
Haulage System trucks. Construction began on our seawater
desalination plant, which will support future water supply for our
coastal operations and communities in the Pilbara. 
Construction began on the expansion of the AP Technology™
AP60 aluminium smelter in Quebec. AP60 smelting technology is
among the most efficient and lowest-carbon technology currently
available at commercial scale.
The Rincon starter plant in Argentina delivered its first lithium.
Pipeline projects
We approved the expansion of the Rincon lithium project in
Argentina to 60,000 tonnes per year.
We continued to advance a range of other studies, including Winu
and Resolution. 
Exploration
We made strong progress on our advanced Exploration projects,
including Kamiesburg (mineral sands), Texas (potash) and Chiri
(diamonds).
Our Nuevo Cobre project in Chile’s Atacama region, a joint venture
with Corporación Nacional del Cobre de Chile (Codelco), has
delivered encouraging early results.
Innovation
We established the Rio Tinto Innovation team to accelerate our
innovation efforts, help shape our future business, and make our
assets safer, more efficient and more sustainable. Our Group-wide
approach enables us to focus on the highest impact projects, to
innovate across and between product groups, functions and
geographies, and to work with external partners to bring the
outside world in.
Our priorities for the future
We will carry on exploring new approaches, technologies, renewable
energy and partnership opportunities. Our aim is to discover, progress
and develop high-quality projects supporting future growth through
the cycle, in close consultation with communities.
In 2025, we will invest in new partnerships with Chinese suppliers to
trial new construction methods, innovations and technologies –
including artificial intelligence – to develop orebodies faster and
reduce our capital intensity.
We will manage our pipeline of opportunities to deliver high-quality
growth options, focusing on materials needed in a decarbonising
world, including:
delivering first ore at Simandou in line with our 2025 plan
optimising the next tranche of replacement mines in the Pilbara
completing the Western Range project in the Pilbara
managing key closure projects at Argyle, Gove and Ranger
beginning operations at the Rincon starter plant, and beginning
construction of the Rincon expansion plant
completing the acquisition of Arcadium Lithium and integrating
Arcadium Lithium’s pipeline of development projects, subject to
acquisition completion.
We will continue building our teams’ capabilities needed to achieve
these.
Strengthening our social licence
Strengthening our social licence underpins each of our objectives,
and our ability to operate.
Our social licence is the extent to which we have the acceptance, support, and trust of multiple
categories of stakeholders in countries that are most relevant to us. These stakeholders include
our workforce, the communities in which we operate, civil society organisations, governments,
investors, customers and suppliers.
Book-red_1.gif
For more on who our stakeholders are, what is important
to them, and how we engage and partner, see page 9,
and pages 106-108.
Book-red_1.gif
And find out about our 2024 performance, and our future priorities, in relation to:
our people and our culture change journey, on pages 78-79
our community engagement and social performance, on pages 81-85
our engagement with civil society and governments, on pages 86-87.
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Key performance indicators
We use a range of financial and non-financial metrics to measure Group performance against our 4 objectives: to be Best Operator; to strive for
impeccable ESG credentials; to excel in development; and to strengthen our social licence.
Alignment to our 4 objectives and associated risks key
l
Best Operator
l
Impeccable ESG
l
Excel in Development
l
Social Licence
All-injury frequency rate
(AIFR)
per 200,000 hours worked
382
ll
Definition
We define AIFR as the number of injuries per
200,000 hours worked by employees and
contractors at our managed operations. It
includes medical treatment cases, restricted
workday, lost-day injuries, and fatal injuries.
Relevance to strategy
The health, safety and wellbeing of our
employees and contractors is at the heart of
everything we do.
We are committed to a safe work
environment by focusing on eliminating
fatalities, preventing catastrophic events, and
reducing injuries. To support this, we
continue to implement and embed key
programs, including our safety maturity
model (SMM), critical risk management
(CRM), and the Safe Production System
(SPS) - all of which help us to build a
physically and psychologically safe and
healthy workplace, built on trust,
transparency and collaboration.
We also continue to share lessons and
strengthen our partnerships with industry and
associated committees, contracting partners
and local communities to improve health,
safety and wellbeing outcomes.
Link to executive remuneration
AIFR and SMM are included as performance
metrics in the safety component of the short-
term incentive plan (STIP) (see pages 130-133).
Our performance in 2024 and
forward plan
Our AIFR remained at 0.37 in 2024,
consistent with 2023 (2023: 0.37). However,
tragically, there were 5 fatalities in our
business. We remain deeply committed to
learning from these events, while also
continuing to renew our focus on our CRM
program and further evolving our approach
to SMM across our business.
Total shareholder return
(TSR)¹
measured over the preceding 5 years
(using annual average share price)
2016
llll
Definition
TSR is a combination of share price
appreciation (using annual average share
price) and dividends paid and reinvested to
show the total return to the shareholder over
the preceding 5 years.
Relevance to strategy
Our strategy aims to maximise shareholder
returns through the commodity cycle, and
TSR is a direct measure of that.
Link to executive remuneration
TSR is reflected in the long-term incentive plan
(LTIP), measured against a mining-based index
(the EMIX Global Mining Index historically and
from 1 August 2023 the S&P Global Mining
Index) and a broader-based index of large
global corporates (the MSCI World Index)
(see page 134).
Our performance in 2024 and
forward plan
TSR performance over the 5-year period was
driven principally by movements in
commodity prices and changes in the global
macro environment. Rio Tinto outperformed
the EMIX/S&P Global Mining Index and
marginally underperformed against the MSCI
World Index over the 5-year period.
We will continue to focus on generating free
cash flow from our operations. This allows us
to return cash to shareholders (short-term
returns) while investing in the business
(long-term returns).
Underlying return on capital
employed (ROCE)
%
3242
ll
Definition
Underlying ROCE is a non-IFRS measure
defined as underlying earnings excluding net
interest divided by average capital employed
(operating assets). For more information and
a reconciliation of underlying ROCE to the
nearest comparable IFRS measure, see
Alternative Performance Measures (pages
269-273).
Relevance to strategy
Our portfolio of low-cost, long-life assets
delivers attractive returns throughout the
cycle and has been reshaped significantly in
recent years. Underlying ROCE measures
how efficiently we generate profits from
investment in our portfolio of assets.
Link to executive remuneration
In the near term, underlying ROCE is
influenced by underlying EBITDA, which is
included in the STIP. Underlying earnings as
a component of ROCE influences TSR,
which is included in the LTIP (see page 134).
Our performance in 2024 and
forward plan
Underlying ROCE decreased by 2
percentage points to 18% in 2024, reflecting
a decrease in underlying earnings, principally
due to lower iron ore prices, combined with
an increase in operating assets due to capital
expenditure on key growth projects and
maintaining our operating capacity.
We remain focused on delivering our
strategy to generate attractive shareholder
returns over the long term as we diversify our
growing business and invest with confidence
in the long-term demand for materials crucial
to the global energy transition.
1.The TSR calculation for each period is based on the change in the calendar-year average share prices for Rio Tinto plc and Rio Tinto Limited over the preceding 5 years. This is consistent with the
methodology used for calculating the vesting outcomes for Performance Share Awards (PSA). The data presented in this chart accounts for the dual corporate structure of Rio Tinto.
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Alignment to our 4 objectives and associated risks key
l
Best Operator
l
Impeccable ESG
l
Excel in Development
l
Social Licence
Underlying earnings and
underlying EBITDA
$ millions
115
Underlying earnings
Underlying EBITDA
l
Definition
Underlying earnings and underlying EBITDA
are non-IFRS measures.
Underlying earnings represents net earnings
attributable to the owners of Rio Tinto,
adjusted to exclude items that do not reflect
the underlying performance of the Group’s
operations. For more information on these
exclusions and a reconciliation to the nearest
IFRS measures, refer to Alternative
Performance Measures (pages 269-273).
Underlying EBITDA is a segmental
performance measure and represents profit
before taxation, net finance items, depreciation
and amortisation, and adjusted for exclusions.
Exclusions from underlying EBITDA and a
reconciliation to the nearest IFRS measures
can be found in note 1.
Relevance to strategy
These financial KPIs measure how well we
are managing costs, increasing productivity
and generating the most revenue from each
of our assets.
Link to executive remuneration
Underlying EBITDA is reflected in the STIP.
In the longer term, both measures influence
TSR, which is the primary measure for the
LTIP (see pages 130-134).
Our performance in 2024 and
forward plan
Underlying earnings of $10.9 billion were
$0.9 billion lower than in 2023. Underlying
EBITDA of $23.3 billion was $0.6 billion lower
than in 2023. The 2% decrease in underlying
EBITDA was primarily due to lower iron ore
prices, partly offset by higher prices for
copper and aluminium, higher copper
volumes and lower market-linked costs.
We remain disciplined and focused on
managing costs across our portfolio as we
continue to generate consistent margins and
maintain attractive shareholder returns.
Net cash generated from
operating activities
$ millions
1714
l
Definition
This KPI refers to cash generated by our
operations after tax and interest, including
dividends received from equity accounted
units and dividends paid to non-controlling
interests in subsidiaries.
Relevance to strategy
This KPI measures our ability to convert
underlying earnings into cash.
Link to executive remuneration
Net cash generated from operating activities
influences the free cash flow measure
included in the STIP. In the longer term, the
measure influences TSR, which is included
in the LTIP (see pages 130-134).
Our performance in 2024 and
forward plan
Net cash generated from operating activities
of $15.6 billion was 3% higher than 2023.
This was driven by improved working capital
management and higher dividends from
Escondida, partly offset by the impact of a
lower iron ore price.
We remain focused on our consistent cash
flow generation as we execute our strategy
to deliver organic growth through our major
projects, while continuing to drive for
efficiencies across our existing assets.
Free cash flow
$ millions
2749
ll
Definition
Free cash flow is a non-IFRS measure
defined as net cash generated from
operating activities minus purchases of
property, plant and equipment, intangibles,
and payments of lease principal, plus
proceeds from the sale of property, plant and
equipment, and intangible assets. For more
information and a reconciliation of free cash
flow to the nearest comparable IFRS
measure, see Alternative Performance
Measures (pages 269-273).
Relevance to strategy
This KPI measures the net cash returned by
the business after the expenditure of
sustaining and growth capital. This cash can
be used for shareholder returns, reducing
debt and other investment.
Link to executive remuneration
Free cash flow is included in the STIP. In the
longer term, the measure influences TSR,
which is included in the LTIP (see pages
Our performance in 2024 and
forward plan
Free cash flow decreased by $2.1 billion to
$5.6 billion in 2024, primarily due to
increased capital expenditure as we ramp up
several major growth projects, slightly offset
by increased net cash generated from
operating activities.
We remain focused on our consistent cash
flow generation as we execute our strategy
to deliver organic growth through our major
projects, while continuing to drive for
efficiencies across our existing assets.
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Alignment to our 4 objectives and associated risks key
l
Best Operator
l
Impeccable ESG
l
Excel in Development
l
Social Licence
Net (debt)/cash
$ millions
90
ll
Definition
Net (debt)/cash is a non-IFRS measure
defined as total borrowings plus lease
liabilities less cash and cash equivalents
and other liquid investments, adjusted for
derivatives related to net (debt)/cash
(see note 19 of the financial statements).
For more information and a reconciliation of
net (debt)/cash to the nearest comparable
IFRS measure, see Alternative Performance
Measures (pages 269-273).
Relevance to strategy
This KPI measures how we are managing
our balance sheet and capital structure.
A strong balance sheet gives us the flexibility
to take advantage of opportunities as they
arise and return cash to shareholders.
Link to executive remuneration
Net (debt)/cash is, in part, an outcome of free
cash flow, which itself is reflected in the STIP.
In the longer term, net (debt)/cash influences
TSR, which is reflected in the LTIP
(see pages 130-134).
Our performance in 2024 and
forward plan
Net debt increased by $1.3 billion to
$5.5 billion. This was largely the result of free
cash flow of $5.6 billion, offset by dividends
of $7.0 billion.
We remain focused on our consistent cash
flow generation as we execute our strategy
to deliver organic growth through our major
projects, while continuing to drive for
efficiencies across our existing assets.
Gross Scope 1 and 2
greenhouse gas emissions
(adjusted equity Mt CO2e)
1198
lll
Definition
We measure our Scope 1 and 2 greenhouse
gas emissions on an equity basis. It includes
the equity share of Scope 1 and 2 emissions
from managed and non-managed operations
expressed in million metric tonnes of carbon
dioxide equivalent.
Relevance to strategy
Climate risks and opportunities have formed part
of our strategic thinking and investment
decisions for over 2 decades. The low-carbon
transition is at the heart of our business strategy.
We focus on growing production in the materials
that enable the transition, decarbonising our
operations and partnering with our customers
and suppliers to decarbonise our value chains.
Link to executive remuneration
Climate change is included in our ESG
metrics for executive remuneration with a
weighting of 10% of the STIP (see page
130). We also have a decarbonisation
measure as part of our LTIP with a 20%
weighting. See pages 134-135 for further
information.
Our performance in 2024 and
forward plan
Our adjusted gross Scope 1 and 2 emissions
were 30.7Mt CO2e in 2024, which is 14%
below our 2018 baseline of 35.7Mt CO2e. In
2024 we made significant progress and reduced
our emissions by 3.2Mt CO2e. This has primarily
been achieved by new renewable energy
contracts, including the limited use of
unbundled renewable energy certificates in
locations where new generating assets are
under development or where power
purchase agreements have been agreed.
In addition we have made commitments to
projects that are expected to deliver
abatement of around 3.6Mt per year in future
periods mostly through renewable electricity
and biofuels. In addition, imminent
investment decisions could deliver further
abatement by 2030 and include new energy
solutions at BSL and fuel-switching and
electrification in the Queensland Alumina
Limited (QAL) and Yarwun
alumina refineries.
For more information, see our Climate Action
Plan on pages 41-75.
Gender diversity
representation of women within
our workforce
3158
lll
Definition
Includes our total workforce based on
managed operations (excludes the Group’s
share of non-managed operations and
joint ventures)2.
Relevance to strategy
Our sustained performance and growth rely
on having workforce diversity that is
representative of the communities in which
we operate and having a workplace where
people are valued for who they are and
encouraged to contribute to their
full potential.
Link to executive remuneration
In 2024, our target was to have 25.8% of our
workforce represented by women. This
aspiration was included as a measure in our
Group STIP scorecard with a 5% weighting.
For more information see pages 130-133.
Our performance in 2024 and
forward plan
The representation of women at Rio Tinto
increased from 24.3% in 2023 to 25.2% in
2024, which is short of our target of 25.8%.
We saw improvements across all levels of
the organisation, with senior leaders
increasing from 30.1% to 32.0%, and
operations and general support increasing
from 17.7% to 18.9%.
Our target to increase the proportion
of women in our workforce year-on-year
gives us continued focus on both the
attractiveness of Rio Tinto to women and the
environment they work in.
We continue to work to strengthen our
applicant pipeline of women by partnering
with external sector groups and local
technical colleges, universities and
communities, and building awareness of both
Rio Tinto and the mining sector to encourage
more women to apply for vacant roles and
join us. We are working to more deeply
understand the drivers of attrition of women
across the organisation.
1.In 2020, we updated our definition of our total workforce
to include those employees who were unavailable for
work (eg on parental leave) and temporary contractors.
Note: less than 1% of the workforce gender is
undeclared.
2.Baseline reset with definition for 2020 to 2024
gender diversity. 
p17.jpg
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Chief Financial Officer’s statement
The consistency of our earnings and cash flows gives us confidence
in our ability to invest in disciplined growth while remaining true to our
shareholder returns policy and retaining a strong balance sheet.
Strategy execution delivering strong,
consistent earnings and cash flows
2024 was another year of successful
execution, with our total copper equivalent
production increasing by more than 1% over
2023, on a copper equivalent basis (based on
long-term consensus pricing). This reflected
the ramp-up of the Oyu Tolgoi underground
copper mine and further deployment of our
Safe Production System. We have prioritised
our Best Operator focus on operations that
generate the most cash, with particular
success at our Pilbara iron ore business and
increased operational stability at our
Aluminium operations, including record bauxite
production at Amrun and Gove. We remain
focused on our cost competitiveness while
intensifying efforts to address system
bottlenecks and strategic challenges at
underperforming assets.
For 2024, we are reporting net cash
generated from operating activities of
$15.6 billion, underlying earnings of
$10.9 billion and profit after tax attributable to
owners of Rio Tinto of $11.6 billion.
We ended the year with net debt of
$5.5 billion, which is modest relative to
recent history. This balance sheet strength
enables us to run our business consistently
and maintain investment through the cycle,
offering resilience and creating optionality,
such as our proposed acquisition of
Arcadium. We have chosen not to have a net
debt target, but have a principles-based
approach to anchor the balance sheet
around a single A credit rating.
We are intensifying our focus on becoming
Best Operator and how we are delivering
profitable growth from major projects. We are
derisking our assets through disciplined
execution of our decarbonisation program,
finding ways to lower capital intensity and
increase overall returns. These actions are
creating significant value, enhancing our cash
flows and supporting consistent capital
allocation and balance sheet strength.
Consistent and disciplined capital
allocation
We will continue to allocate the capital
generated by our operations with discipline
and remain committed to attractive
shareholder returns. We have consistently
applied our financial framework, which has
been in place for more than a decade. It is
straightforward and serves us well,
underpinned by our three priorities. Essential
capital expenditure remains the first priority -
sustaining capex to ensure the integrity of our
assets, high-returning replacement projects
and investment for decarbonisation. The
second priority is the ordinary dividend within
our well-established returns policy, where we
now have a nine-year track record of paying
out consistently at the top end of the policy
range at 60% of underlying earnings. The third
involves testing investment in compelling
growth against debt management and further
cash returns to shareholders.
In 2024, our share of capital investment rose
to $9.5 billion, driven by increased
investment in replacement projects, including
Western Range in the Pilbara and AP60 in
Quebec, and the accelerating development
of the Simandou iron ore project in Guinea.
We believe that Simandou's high-grade,
high-quality product will position us well for
the decarbonisation of the steel industry. It is
critical to ensure we have the right,
diversified portfolio to keep creating value for
decades to come, so we can benefit from
increased demand from both traditional
sources and from the energy transition. We
spent $0.9 billion on exploration and
evaluation, with greenfield projects mainly
focused on copper and lithium, while
evaluation prioritised projects with near-term
investment decisions.
We remain very committed to our capital
framework including our dividend policy and
practice. Our financial strength means that
we can reinvest for growth, accelerate our
decarbonisation and continue to pay
attractive dividends through the cycle.  For
2024, we are returning 60% of underlying
earnings to shareholders, which equates to a
full-year ordinary dividend of 402 US cents
per share, or $6.5 billion.
Robust financial health as
investments support future cash
flows
Our existing business is generating strong
cash flows, which will be enhanced by the
delivery of our growth projects.
Our strategy is about growing in the
materials the world needs. This will ensure
Rio Tinto remains strong in the short,
medium and long term with the ability to
invest for the long term while also paying
attractive returns.
Net cash generated from operating activities
$15.6 billion
(2023: $15.2 billion)
Profit after tax attributable to owners of Rio
Tinto (net earnings)
$11.6 billion
(2023: $10.1 billion)
Underlying earnings
$10.9 billion
(2023: $11.8 billion)
Peter-Cunningham.gif
Peter Cunningham
Chief Financial Officer
19 February 2025
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Follow Peter on LinkedIn
linkedin.com/in/peterlcunningham
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Financial review
The Financial review and Business review for the year ended 31 December 2022 can be found on pages 26 to 31 and pages 36 to 72
respectively, of our Form 20-F/A filed with the United States Securities and Exchange Commission on 30 March 2023.
Key financial highlights
Year ended 31 December
2024
2023
Change
Net cash generated from operating activities (US$ millions)
15,599
15,160
3%
Purchases of property, plant and equipment and intangible assets (US$ millions)
9,621
7,086
36%
Free cash flow¹ (US$ millions)
5,553
7,657
(27%)
Consolidated sales revenue (US$ millions)
53,658
54,041
(1%)
Underlying EBITDA¹ (US$ millions)
23,314
23,892
(2%)
Profit after tax attributable to owners of Rio Tinto (net earnings) (US$ millions)
11,552
10,058
15%
Underlying earnings per share (EPS)¹ (US cents)
669.5
725.0
(8%)
Ordinary dividend per share (US cents)
402.0
435.0
(8%)
Underlying return on capital employed (ROCE)¹
18%
20%
At 31 December
2024
At 31 December
2023
Net debt¹ (US$ millions)
5,491
4,231
30%
1.This financial performance indicator is a non-IFRS (as defined below) measure which is reconciled to directly comparable IFRS financial measures (non-IFRS measures). It is used internally by
management to assess the performance of the business and is therefore considered relevant to readers of this document. It is presented here to give more clarity around the underlying business
performance of the Group’s operations. For more information on our use of non-IFRS financial measures in this report, see the section entitled “Alternative performance measures” (APMs) and the
detailed reconciliations on pages 269 to 273. Our financial results are prepared in accordance with IFRS — see page 154 for further information.
Financial performance
Income Statement
Net earnings and underlying earnings refer to amounts attributable to
the owners of Rio Tinto. The net profit attributable to the owners of
Rio Tinto in 2024 was $11.6 billion (2023: $10.1 billion).
Financial strength through greater diversification
To provide additional insight into the performance of our business, we
report underlying EBITDA and underlying earnings. Underlying
EBITDA and underlying earnings are non-IFRS measures. For
definitions and a detailed reconciliation of underlying EBITDA and
underlying earnings to the nearest IFRS measures, see pages 168
and 270, respectively.
The principal factors explaining the movements in underlying EBITDA
are set out in this table.
US$bn
2023 underlying EBITDA
23.9
Prices
(1.6)
Exchange rates
0.3
Volumes and mix
0.2
General inflation (including net impact on provisions)
(0.6)
Energy
0.2
Operating cash unit costs
0.6
Exploration and evaluation expenditure (net of profit from
disposal of interests in undeveloped projects)
0.3
Non-cash costs/other
0.1
Change in underlying EBITDA
(0.6)
2024 underlying EBITDA
23.3
Financial figures are rounded to the nearest $100 million, hence small differences may result
in the totals. 
In 2024, we started to see the benefits of our diversified portfolio and
operational improvements. Higher prices for copper, bauxite and
aluminium together with rising copper and bauxite volumes, and our
focus on cost discipline helped to offset much of the impact of the iron
ore price decline, leading to underlying EBITDA of $23.3 billion.
Lower iron ore price partly offset by stronger copper,
bauxite and aluminium
Movements in commodity prices resulted in a $1.6 billion decline in
underlying EBITDA compared with 2023, reflecting the impact of a
lower iron ore price, which was partly offset by higher prices for
bauxite and LME copper and aluminium.
We have included a table of prices and exchange rates on page 330.
The monthly average Platts index for 62% iron fines converted to a
Free on Board (FOB) basis was 11% lower, on average, compared
with 2023.
Average LME prices for copper and aluminium were both 8% higher,
the bauxite index was 26% higher and the gold price was 23% higher
compared with 2023.
The Midwest premium duty paid for aluminium in the US declined by
17% to $427 per tonne.
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Marginal benefit from weaker local currencies
Compared with 2023, on average, the US dollar strengthened by 1%
against the Australian and Canadian dollars. Currency movements
increased underlying EBITDA by $0.3 billion relative to 2023.
Rising copper volumes
A 3% rise in copper equivalent sales volumes led to a $0.2 billion
increase in underlying EBITDA. This was underpinned by 25% higher
copper sales volumes, along with increases in gold, driven by the
steady ramp-up of the Oyu Tolgoi underground mine and higher
copper grades at Escondida, which, together with a 7% rise in bauxite
volumes, offset the impact of 1% lower iron ore shipments from the
Pilbara.
Impact of inflation partly offset by lower energy prices
The impact of inflation on our cost base lowered underlying EBITDA
by $0.6 billion. The easing of diesel prices and lower prices for natural
gas partly offset this, with a favourable impact to underlying EBITDA
of $0.2 billion.
Lower market-linked raw material prices, in particular
for aluminium and alumina
We remain focused on cost control, in particular maintaining discipline
on fixed costs. Overall, lower operating cash unit costs benefited
underlying EBITDA by $0.6 billion. This was driven by lower unit costs
in Aluminium from the easing of market-linked raw materials prices,
such as caustic, coke and pitch, in conjunction with higher bauxite
volumes. Higher Copper volumes led to greater cost efficiencies,
where we saw a 27% reduction in Copper C1 net unit costs. Partially
offsetting these were slightly lower volumes in the Pilbara and Iron
Ore Company of Canada (IOC), along with diamonds and titanium
dioxide feedstocks as these businesses managed through weaker
markets, leading to fixed cost inefficiencies.
Continued investment in exploration and evaluation
Our ongoing exploration and evaluation expenditure was $0.9 billion,
compared with $1.4 billion in 2023. The decrease was mainly
attributable to the capitalisation of exploration and evaluation
expenditure for Simandou from October 2023. 2023 also included a
gain on disposal of 55% of our interest in the La Granja copper project
in Peru ($0.2 billion, pre-tax).
Net earnings
The principal factors explaining the movements in underlying earnings and net earnings are set out below.
US$bn
2023 net earnings
10.1
Changes in underlying EBITDA (see above)
(0.6)
Increase in depreciation and amortisation (pre-tax) in underlying earnings
(0.8)
Decrease in interest and finance items (pre-tax) in underlying earnings
0.3
Decrease in tax on underlying earnings
0.5
Increase in underlying earnings attributable to outside interests
(0.3)
Total changes in underlying earnings
(0.9)
Changes in items excluded from underlying earnings (see below)
2.4
Movement in impairment charges net of reversals
0.1
Movement from consolidation and disposal of interests in businesses
0.9
Movement in closure estimates (non-operating and fully impaired sites)
1.0
Movement in exchange differences and gains/losses on derivatives
0.5
Other
(0.1)
2024 net earnings
11.6
Financial figures are rounded to the nearest $100 million, hence small differences may result in the totals. 
Increase in depreciation
Higher depreciation was due to an increase in capital expenditure in
prior years, production growth at Kennecott and lower capitalised
depreciation, which resulted in underlying earnings being $0.8 billion
lower than 2023.
Modest decrease in tax on underlying earnings
The effective tax rate on underlying earnings of 28% (2023: 30%)
primarily reflects the mix of profits across different jurisdictions. This,
coupled with lower profits, resulted in tax on underlying earnings
being $0.5 billion lower than 2023.
Increase in underlying earnings attributable to outside
interests
In 2024, expenditure at Simandou was capitalised whereas until
September 2023 it was expensed, resulting in a year-on-year
decrease in costs attributable to outside interests following the
capitalisation.
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Items excluded from underlying earnings
The differences between underlying earnings and net earnings are set out in this table (all numbers are after tax and exclude amounts
attributable to non-controlling interests).
2024
2023
Year ended 31 December
US$bn
US$bn
Underlying earnings
10.9
11.8
Items excluded from underlying earnings
Net gains on consolidation and disposal of interests in businesses
0.9
Impairment charges net of reversals
(0.5)
(0.7)
Foreign exchange and derivative gains/(losses) on net debt and intragroup balances and derivatives not qualifying for hedge
accounting
0.2
(0.3)
Change in closure estimates (non-operating and fully impaired sites)
(0.1)
(1.1)
Other
0.2
0.4
Total items excluded from underlying earnings
0.7
(1.7)
Net earnings
11.6
10.1
Financial figures are rounded to the nearest $100 million, hence small differences may result in the totals.
On page 270 there is a detailed reconciliation from net earnings to underlying earnings, including pre-tax amounts and additional explanatory
notes. The differences between profit after tax and underlying EBITDA are set out in the table on page 168.
Net gains on consolidation and disposal of interests in businesses of $0.9 billion primarily related to a gain following the increase in ownership of
Tiwai Point Smelter (NZAS), New Zealand, the sale of Sweetwater, a former uranium legacy site in Wyoming, United States, and the sale of
Dampier Salt’s Lake MacLeod operation in Western Australia.
We recognised impairment charges net of reversals of $0.5 billion (after tax), mainly related to our alumina refineries in Queensland: a review
was triggered by studies for the double digestion project indicating increased capital costs. In 2023, we recognised impairment charges net of
reversals of $0.7 billion (after tax), also mainly related to our alumina refineries. The full analysis is set out in note 4 to the consolidated financial
statements.
Foreign exchange and derivative gains were $0.2 billion in 2024 compared to a loss of $0.3 billion in 2023. Exchange losses are largely offset by
currency translation gains recognised in equity and vice-versa. The quantum of US dollar debt is largely unaffected and we will repay it from US
dollar sales receipts.
In 2023, we excluded $1.1 billion of closure cost charges from underlying earnings, of which $850 million related to the closure update
announced by Energy Resources of Australia (ERA) on 12 December 2023. This was considered material and was therefore aggregated with
other closure study updates in the second half of 2023 which were similar in nature. These other updates were at legacy sites and at the Yarwun
alumina refinery, which was expensed due to the impairment earlier in the year.
Net earnings and underlying earnings refer to amounts attributable to the owners of Rio Tinto.
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Underlying EBITDA and underlying earnings by product group
Underlying EBITDA
Underlying earnings
2024
2023
Change
2024
2023
Change
Year ended 31 December
US$bn
US$bn
%
US$bn
US$bn
%
Iron Ore
16.2
20.0
(19%)
9.1
11.9
(23%)
Aluminium
3.7
2.3
61%
1.5
0.5
176%
Copper
3.4
2.0
75%
0.8
0.2
327%
Minerals
1.1
1.4
(24%)
0.1
0.3
(54%)
Reportable segments total
24.4
25.6
(5%)
11.5
12.9
(11%)
Simandou iron ore project
(0.5)
(96%)
(0.2)
(76%)
Other operations
(0.1)
–%
(0.2)
(0.3)
(27%)
Central pension costs, share-based payments, insurance and
derivatives
0.2
0.2
(9%)
0.2
375%
Restructuring, project and one-off costs
(0.3)
(0.2)
34%
(0.2)
(0.1)
59%
Other central costs
(0.8)
(1.0)
(18%)
(0.6)
(0.9)
(29%)
Central exploration and evaluation
(0.2)
(0.1)
138%
(0.2)
(0.1)
260%
Net interest
0.4
0.3
24%
Total
23.3
23.9
(2%)
10.9
11.8
(8%)
Financial figures are rounded to the nearest $100 million, hence small differences may result in the totals and period-on-period change. Underlying EBITDA and underlying earnings are non-
IFRS measures used by management to assess the performance of the business and provide additional information which investors may find useful. For more information on our use of non-
IFRS financial measures in this report, see the section entitled "Alternative performance measures" (APMs) and the detailed reconciliations on pages 269 to 273.
Simandou iron ore project
We commenced capitalising qualifying costs attributable to the Simandou project in Guinea from the fourth quarter of 2023. In 2023, we
expensed $0.5 billion.
Central and other costs
Pre-tax central pension costs, share-based payments, insurance and derivatives were a $0.2 billion credit, mainly associated with the premiums
paid by the business to our Captive insurers. This was largely unchanged from 2023: although there was an insurance charge relating to the
Captive's payout of the process safety incidents at Rio Tinto Iron and Titanium (RTIT) and the forest fires at IOC in 2024, this movement was
offset by unrealised derivative gains recognised in 2024 (unrealised loss in 2023).
On a pre-tax basis, restructuring, project and one-off central costs increased modestly as we continue to drive productivity by investing in group-wide
projects.
Other central costs of $0.8 billion(pre-tax) decreased by 18% compared to 2023, reflecting lower costs across a number of our functions
together with higher central recoveries.
On an underlying earnings basis, net interest was a credit of $0.4 billion (2023: credit of $0.3 billion) with the variance between the two years
being additional costs associated with the refinancing of Oyu Tolgoi in 2023.
Sustained investment in greenfield exploration
We have a strong portfolio of greenfield exploration projects in early exploration and studies stages, with activity in 17 countries across eight
commodities. This is reflected in our pre-tax central spend of $0.2 billion. The bulk of this expenditure was focused on copper in Angola,
Australia, Chile, Colombia, Kazakhstan, Papua New Guinea, Peru, the US and Zambia, nickel in Australia, Brazil, Canada and Finland, lithium in
Australia, Brazil, Canada, Finland, Rwanda and the US, potash in Canada, diamonds in Angola, heavy mineral sands in South Africa  and rutile-
graphite in Malawi. The Rio Tinto operated Nuevo Cobre joint venture copper project in Chile continues to make good progress with permitting
advancing alongside ongoing geological field programs.
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Strong cash flow generation as we invest for the future
2024
2023
Year ended 31 December
US$bn
US$bn
Net cash generated from operating activities
15.6
15.2
Purchases of property, plant and equipment and intangible assets
(9.6)
(7.1)
Lease principal payments
(0.5)
(0.4)
Free cash flow¹
5.6
7.7
Dividends paid to equity shareholders
(7.0)
(6.5)
Net funding relating to Simandou (outside of free cash flow)
0.5
Non Simandou-related acquisitions (mainly Matalco in 2023)
(0.8)
Other
(0.3)
(0.4)
Movement in net debt¹
(1.3)
Financial figures are rounded to the nearest $100 million, hence small differences may result in the totals.
$15.6 billion in net cash generated from operating activities, which was 3% higher than 2023, reflects a 67% underlying EBITDA cash
conversion (compared to 63% in 2023). This was driven by favourable working capital movements (+$0.1 billion in 2024; -$0.9 billion in
2023), along with higher dividends from Escondida ($1.0 billion in 2024; $0.6 billion in 2023). We managed our inventory levels down in 2024
to a more optimised level, which included processing concentrate at Kennecott following the smelter rebuild in 2023.
Taxes paid of $4.2 billion, which were $0.5 billion lower than 2023, mainly reflected lower profits in Australia.
Purchases of property, plant and equipment and intangible assets (capital expenditure) of $9.6 billion comprised $2.7 billion of growth, $2.5
billion of replacement, $4.2 billion of sustaining and $0.2 billion of decarbonisation capital (in addition to $0.3 billion of decarbonisation spend
in operating costs). We funded our share of capital expenditure in 2024 from internal sources. We will continue to fund our capital program in
accordance with our capital allocation framework.
$7.0 billion of dividends reflected the 2023 final ordinary and the 2024 interim ordinary dividends.
In 2024, we received $1.5 billion from CIOH for its share of cash expenditures for the Simandou project and we paid $1.0 billion to WCS to
support funding development of the infrastructure.
The above movements, together with $0.3 billion of other movements, resulted in an increase in net debt¹ of $1.3 billion in 2024 to $5.5 billion
at 31 December 2024.
Year ended 31 December
2024
US$m
2023
US$m
Purchase of property, plant and equipment and intangible assets
9,621
7,086
Funding provided by the group to EAUs(a)
965
Less: Equity or shareholder loan financing received/due from non-controlling interests(b)
(1,063)
(125)
Rio Tinto share of capital investment
9,523
6,961
(a)In 2024, funding provided by the group to EAUs relates to funding of WCS rail and port entities (WCS) in relation to the Simandou project, consisting of a direct equity investment in WCS of
US$431 million and loans provided totalling US$534 million
(b)In 2024, we received US$1,505 million from Chalco Iron Ore Holdings Ltd (CIOH), of which US$1,063 million relates to CIOH's 47% share of capital expenditure incurred on the Simandou
project and associated funding provided by the Group to EAUs during the year, accounted for on an accrual basis.
Our share of capital investment in 2024 was $9.5 billion, comprised of capital expenditure of $9.6 billion and funding provided by the group to equity
accounted units for its share of investment of $1.0 billion, net of equity/shareholder loan financing received/due from non-controlling interests of $1.1
billion.
1.This financial performance indicator is a non-IFRS (as defined below) measure which is reconciled to directly comparable IFRS financial measures (non-IFRS measures). It is used internally
by management to assess the performance of the business and is therefore considered relevant to readers of this document. It is presented here to give more clarity around the underlying
business performance of the Group’s operations. For more information on our use of non-IFRS financial measures in this report, see the section entitled “Alternative performance
measures” (APMs) and the detailed reconciliations on pages 269 to 273. Our financial results are prepared in accordance with IFRS — see page 154 for further information.
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Retaining a strong balance sheet
Net debt1 of $5.5 billion at 31 December 2024 increased by $1.3 billion compared to 2023 year end.
Our net gearing ratio1 (net debt to total capital) was 9% at 31 December 2024 (31 December 2023: 7%). See page 273.
Our total financing liabilities excluding net debt derivatives at 31 December 2024 (see page 198) were $13.8 billion (31 December 2023: $14.4
billion) and the weighted average maturity was 11 years. At 31 December 2024, 76% of these liabilities were at floating interest rates (84%
excluding leases). The maximum amount within non-current borrowings maturing in any one calendar year is $1.67 billion, which matures in
2033.
We had $8.7 billion in cash and cash equivalents plus other short-term highly liquid investments at 31 December 2024 (31 December 2023:
$10.5 billion).
Provision for closure costs
At 31 December 2024, provisions for close-down and restoration costs and environmental clean-up obligations were $15.7 billion (31 December
2023: $17.2 billion). There was a revision of the closure discount rate to 2.5% (from 2.0%), reflecting expectations of higher yields from long-
dated bonds, including the 30-year US Treasury Inflation Protected Securities, a key input to our closure discount rate. This resulted in a
$1.0 billion decrease, most of which was adjusted against capitalised closure costs, with a $0.2 billion credit reflected in underlying EBITDA
relating to our closed and non-operating sites. The provision further reduced by $1.1 billion due to the strengthening of the US dollar against
local currencies. During the year, there was a $1.1 billion spend against the provision as we advanced our closure activities at Argyle, ERA, the
Gove alumina refinery and other legacy sites, along with progressive closure activity across our operations.
Our shareholder returns policy
The Board is committed to maintaining an appropriate balance between cash returns to shareholders and investment in the business, with the
intention of maximising long-term shareholder value. 
At the end of each financial period, the Board determines an appropriate total level of ordinary dividend per share. This takes into account the
results for the financial year, the outlook for our major commodities, the Board’s view of the long-term growth prospects of the business and the
company’s objective of maintaining a strong balance sheet. The intention is that the balance between the interim and final dividend be weighted
to the final dividend. 
The Board expects total cash returns to shareholders over the longer term to be in a range of 40% to 60% of underlying earnings in aggregate
through the cycle. Acknowledging the cyclical nature of the industry, it is the Board’s intention to supplement the ordinary dividend with additional
returns to shareholders in periods of strong earnings and cash generation.
Nine-year track record of 60% payout on the ordinary dividend, at top end of range
2024
US$bn
2023
US$bn
Ordinary dividend
Interim⁽ª⁾
2.9
2.9
Final⁽ª⁾
3.7
4.2
Full-year ordinary dividend⁽ª⁾
6.5
7.1
Payout ratio on ordinary dividend
60%
60%
(a)Based on weighted average number of shares and declared dividends per share for the respective periods and excluding foreign exchange impacts on payment. Financial figures are
rounded to the nearest $100 million, hence small differences may result in the totals.
As announced on 26 July 2024, we determine Rio Tinto plc and Rio Tinto Limited dividends in US dollars, our reporting currency. Historically, we
have declared and announced these dividends in pounds sterling and Australian dollars, respectively. However, following changes to Rio Tinto
Limited’s constitution approved by shareholders in 2024, we now declare and announce dividends in US dollars.
Ordinary dividend per share declared
2024
2023
Interim (US cents)
177.0
177.0
Final (US cents)
225.0
258.0
Full-year (US cents)
402.0
435.0
The 2024 final ordinary dividend to be paid to our Rio Tinto Limited shareholders will be fully franked. The Board expects Rio Tinto Limited to be
in a position to pay fully franked dividends for the foreseeable future.
On 17 April 2025, we will pay the 2024 final ordinary dividend to holders of Rio Tinto plc and Rio Tinto Limited ordinary shares and holders of Rio
Tinto plc ADRs (American Depositary Receipts) on the register at the close of business on 7 March 2025 (record date). The ex-dividend date for Rio
Tinto plc and Rio Tinto Limited holders is 6 March 2025. For holders of Rio Tinto plc ADRs, the ex-dividend date is 7 March 2025.
Rio Tinto plc and Rio Tinto Limited shareholders may choose to receive their dividend in US dollars, pounds sterling, Australian dollars or New
Zealand dollars. Currency conversions will be based on the prevailing exchange rates seven business days prior to the dividend payment date.
Shareholders must register any changes to their currency elections by 27 March 2025.
ADR holders receive dividends at the declared rate in US dollars.
We will operate our Dividend Reinvestment Plans for the 2024 final dividend (visit riotinto.com for details). Rio Tinto plc and Rio Tinto Limited
shareholders' elections to participate in the Dividend Reinvestment Plans must be received by 27 March 2025. Purchases under the Dividend
Reinvestment Plans are made on or as soon as practicable after the dividend payment date and at prevailing market prices. There is no
discount available.
1.This financial performance indicator is a non-IFRS (as defined below) measure which is reconciled to directly comparable IFRS financial measures (non-IFRS measures). It is used internally
by management to assess the performance of the business and is therefore considered relevant to readers of this document. It is presented here to give more clarity around the underlying
business performance of the Group’s operations. For more information on our use of non-IFRS financial measures in this report, see the section entitled “Alternative performance
measures” (APMs) and the detailed reconciliations on pages 269 to 273. Our financial results are prepared in accordance with IFRS — see page 154 for further information.
Annual Report on Form 20-F 2024
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Capital projects
Project
(Rio Tinto 100%
owned unless
otherwise stated)
Total
capital cost
(100% unless
otherwise
stated)
Status/Milestones
Iron ore
Investment in the Western Range iron ore project in Western
Australia, a joint venture between Rio Tinto (54%) and China
Baowu Steel Group Co. Ltd (46%) in the Pilbara to sustain
production of the Pilbara BlendTM from Rio Tinto's existing
Paraburdoo hub.
$1.3bn
(Rio Tinto
share)1
Approved in September 2022, the mine will have a capacity of 25 million tonnes per year.
The project includes construction of a primary crusher and an 18 kilometre conveyor
connection to the Paraburdoo processing plant. Construction is now 90% complete, with
fabrication and overland conveyor belt installation finalised.  We continue to focus on
completion of the new crushing and screening facilities, with first ore from that new system
on plan for the first half of 2025.
Investment in the Simandou high-grade iron ore project in
Guinea in partnership with CIOH, a Chinalco-led consortium (the
SimFer joint venture) and co-development of the rail and port
infrastructure with Winning Consortium Simandou² (WCS),
Baowu and the Republic of Guinea (the partners) for the export
of up to 120 million tonnes per year of iron ore mined by SimFer's
and WCS's respective mining concessions.³ The SimFer joint
venture⁴ will develop, own and operate a 60 million tonne per
year⁵ mine in blocks 3 & 4. WCS will construct the project's ~536
kilometre shared dual track main line, a 16 kilometre spur
connecting its mine to the mainline as well as the WCS barge
port, while SimFer will construct the ~70 kilometre spur line,
connecting its mining concession to the main rail line, and the
transhipment vessel (TSV) port. The conditions for this
investment were satisfied in July 2024.
$6.2bn
(Rio Tinto
share)
Announced in December 2023, first production at the SimFer mine gate is expected in
2025, ramping up over 30 months to a 60 million tonne per year capacity (27 million
tonnes Rio Tinto share)⁵.
For the SimFer mine, bulk earthworks are progressing to plan. All mine construction
contracts are complete, and the two initial crushers are now commissioned, with first
ore crushed on 1 January 2025.
For the SimFer infrastructure scope, all construction milestones for the period stipulated
by the Government of Guinea were achieved. In connection with SimFer’s construction
of the ~70 kilometre spur line, which will connect Simandou’s mine operations to the
shared mainline, with the arrival of track laying locomotives, 8.5 kilometres of rail was
installed. In October 2024, construction of the 275 metre Milo River bridge was
completed. Tunnel excavation activity on the SimFer scope is now more than 75%
complete, with construction at the port continuing to advance on the TSV wharf and rail
car dumper infrastructure. Expectations for delivery of the first TSVs remain on plan.
Aluminium
Investment to expand the low-carbon AP60 aluminium
smelter at the Complexe Jonquière in Quebec. The
investment includes up to $113 million of financial support
from the Quebec government.
Commissioning is expected in the first half of 2026, with the
smelter fully ramped up by the end of that year. Once
completed, it is expected to be in the first quartile of the
industry operating cost curve.
$1.1bn
Approved in June 2023, AP60 expansion construction activities remain on schedule.
Once completed, the project will add 96 new AP60 pots, increasing capacity by
approximately 160,000 tonnes of primary aluminium per year by the end of 2026.  This
new capacity, in addition to 30,000 tonnes of new recycling capacity at Arvida expected
to open in the fourth quarter of 2025, will offset the 170,000 tonnes of capacity lost
through the gradual closure of potrooms at the Arvida smelter from 2024.
Copper
Phase two of the south wall pushback to extend mine life at
Kennecott in Utah by a further six years. The project largely
consists of mine stripping activities and includes some
additional infrastructure development, including a tailings
facility expansion. The project will allow mining to continue
into a new area of the orebody between 2026 and 2032.
$1.8bn
Approved in December 2019, stripping commenced in 2020 and will continue through
2027. In March 2023, a further $0.3 billion was approved to primarily mitigate the risk of
failure in an area of geotechnical instability known as Revere, necessary to both protect
open pit value and enable underground development.
Investment in the Kennecott underground development of
the North Rim Skarn (NRS) area.
$0.6bn
Approved in June 2023, production from NRS⁶ is expected to commence in mid-2025,
delivering around 250,000 tonnes through to 2033⁷. A further $0.1 billion was approved in
December 2024 for additional infrastructure and geotechnical controls.
Development of the Oyu Tolgoi underground copper-gold
mine in Mongolia (Rio Tinto 66%), which is expected to
produce (from the open pit and underground) an average
of ~500,000 tonnes⁸ of copper per year from 2028 to 2036.
$7.06bn
First ore on the conveyor to surface belt was achieved in October 2024, with the conveyor
system now able to transport ore to the surface from a depth of 1,300 metres. Load and
production testing of the conveyor system is progressing. Construction works for the
concentrator conversion remain on schedule, with commissioning activities commencing
in the fourth quarter of 2024 and forecast to be progressively completed through to the
second quarter of 2025. Construction of primary crusher 2 is progressing to plan and
remains on track to be completed by the end of 2025.
Minerals
Expansion of the Rincon project in Argentina to 60,000 tonnes
per year of battery grade lithium carbonate, comprised of the
3,000-tonne starter plant and 57,000-tonne expansion plant. The
mine is expected to have a 40-year⁹ life and operate in the first
quartile of the cost curve.
$2.5bn
Approved in December 2024, construction of the expanded plant is scheduled to begin in
mid-2025, subject to permitting. First production from the expanded plant is expected in
2028 followed by a three-year ramp-up to full capacity. We released the Rincon Project
Mineral Resources and Ore Reserves statement on 4 December 2024.
1.Rio Tinto share of the Western Range capital cost includes 100% of funding costs for Paraburdoo plant upgrades.
2.WCS is the holder of Simandou North Blocks 1 & 2 (with the Government of Guinea holding a 15% interest in the mining vehicle and WCS holding 85%) and associated infrastructure. WCS was originally held by
WCS Holdings, a consortium of Singaporean company, Winning International Group (50%) and Weiqiao Aluminium (part of the China Hongqiao Group) (50%). On 19 June 2024, Baowu Resources completed the
acquisition of a 49% share of WCS mine and infrastructure projects with WCS Holdings holding the remaining 51%. In the case of the mine, Baowu also has an option to increase to 51% during operations. During
construction, SimFer will hold 34% of the shares in the WCS infrastructure entities with WCS holding the remaining 66%.
3.WCS holds the mining concession for Blocks 1 & 2, while SimFer holds the mining concession for Blocks 3 & 4. SimFer and WCS will independently develop their mines.
4.SimFer Jersey Limited is a joint venture between the Rio Tinto Group (53%) and Chalco Iron Ore Holdings Ltd (CIOH) (47%), a Chinalco-led joint venture of leading Chinese SOEs (Chinalco (75%), Baowu (20%),
China Rail Construction Corporation (2.5%) and China Harbour Engineering Company (2.5%)). SimFer S.A. is the holder of the mining concession covering Simandou Blocks 3 & 4, and is owned by the Guinean
State (15%) and SimFer Jersey Limited (85%). SimFer Infraco Guinée S.A. will deliver SimFer’s scope of the co-developed rail and port infrastructure, and is co-owned by SimFer Jersey (85%) and the Guinean
State (15%). SimFer Jersey will ultimately own 42.5% of Compagnie du Transguinéen, which will own and operate the co-developed infrastructure during operations.
5.The estimated annualised capacity of approximately 60 million dry tonnes per annum iron ore for the Simandou life of mine schedule was previously reported in a release to the Australian Securities Exchange (ASX)
dated 6 December 2023 titled “Investor Seminar 2023”. Rio Tinto confirms that all material assumptions underpinning that production target continue to apply and have not materially changed.
6.The NRS Mineral Resources and Ore Reserves, together with the Lower Commercial Skarn (LCS) Mineral Resources and Ore Reserves, form the Underground Skarns Mineral Resources and Ore Reserves.
7.The 250 thousand tonne copper production target for the Kennecott underground mines over the years 2023 to 2033 was previously reported in a release to the Australian Securities Exchange (ASX) dated 20 June
2023 "Rio Tinto invests to strengthen copper supply in US”. All material assumptions underpinning that production target continue to apply and have not materially changed.
8.The 500 thousand tonne per year copper production target (stated as recoverable metal) for the Oyu Tolgoi underground and open pit mines for the years 2028 to 2036 was previously reported in a release to the
Australian Securities Exchange (ASX) dated 11 July 2023 “Investor site visit to Oyu Tolgoi copper mine, Mongolia”. All material assumptions underpinning that production target continue to apply and have not
materially changed.
9.The production target of approximately 53 kt of battery grade lithium carbonate per year for a period of 40 years was previously reported in a release to the ASX dated 4 December 2024 titled “Rincon Project Mineral
Resources and Ore Reserves: Table 1”. Rio Tinto confirms that all material assumptions underpinning that production target continue to apply and have not materially changed. Plans are in place to build for a
capacity of 60 kt of battery grade lithium carbonate per year with debottlenecking and improvement programs scheduled to unlock this additional throughput.
Annual Report on Form 20-F 2024
23
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Future options
Status
Iron Ore: Pilbara brownfields
Over the medium term, our Pilbara system capacity remains
between 345 and 360 million tonnes per year. Meeting this range,
and the planned product mix, will require the approval and delivery
of the next tranche of replacement mines over the next five years.
We continue to work closely with local communities, Traditional Owners and governments
to progress approvals for these new mining projects. We continue to advance our next
tranche of Pilbara mine replacement studies at Hope Downs 1 (Hope Downs 2 and Bedded
Hilltop), Brockman 4 (Brockman Syncline 1), Greater Nammuldi and West Angelas.
Funding for the full execution of the Brockman 4 project was obtained in fourth quarter of
2024. Early works and design are underway for the Brockman 4 and Hope Downs 1
projects. Environmental and heritage approvals are progressing and timelines remain
subject to receiving these approvals. The Greater Nammuldi project continues to progress
at a rate behind the original development schedule.
Iron Ore: Rhodes Ridge
In October 2022, Rio Tinto (50%) and Wright Prospecting Pty Ltd
(50%) agreed to modernise the joint venture covering the Rhodes
Ridge project in the Eastern Pilbara, providing a pathway for
development utilising Rio Tinto’s rail, port and power infrastructure.
In December 2023, we announced approval of a $77 million pre-feasibility study (PFS). The
PFS continues to progress with good engagement with Traditional Owners and
government. The PFS, which is targeting an initial capacity of up to 40 million tonnes per
year, subject to relevant approvals, remains on track to be completed in 2025. First ore is
expected by the end of the decade.
Longer term, the resource could support a world-class mining hub with a potential capacity
of more than 100 million tonnes of high-quality iron ore a year.
Lithium: Jadar
Development of the greenfield Jadar lithium-borates project in
Serbia will include an underground mine with associated
infrastructure and equipment, as well as a beneficiation chemical
processing plant.
The Board committed funding in July 2021, subject to receiving all
relevant approvals, permits and licences. The studies and capital
estimates will need to be updated before project approval.
On 16 July 2024, the Constitutional Court of Serbia issued a decision stating the 2022
decree by the Government of Serbia to abolish the Jadar project spatial plan was
unconstitutional and illegal. Subsequently, the Government of Serbia has reinstated the
spatial plan to its previously adopted form. Following the decisions, we have continued to
focus on consultation with all key stakeholders, including providing comprehensive factual
information about the project. The application process for obtaining the Exploitation Field
Licence (EFL) continued during the fourth quarter of 2024. The EFL is essential for
commencing fieldwork, including detailed geotechnical investigations, while cultural
heritage and environmental surveys have resumed. The Environmental Impact Assessment
process for the scoping and content for the mine progressed through the public consultation
phase. This step includes legally mandated consultations, which the project supports, to
encourage an open, fact-based dialogue.
Mineral Sands: Zulti South
Development of the Zulti South project at Richards Bay Minerals
(RBM) in South Africa (Rio Tinto 74%).
Approved in April 2019 to underpin RBM’s supply of zircon and ilmenite over the life of the
mine. The project remains on indefinite suspension, while a feasibility study refresh is
underway.
Copper: Resolution
The Resolution Copper project is a proposed underground copper
mine in the Copper Triangle, in Arizona, US (Rio Tinto 55%).
We continue to await a decision from the U.S. Supreme Court on the petition filed by the
Apache Stronghold requesting to hear its case to stop the land exchange between
Resolution Copper and the federal government. Separately the Supreme Court denied a
petition from the San Carlos Apache Tribe, asking the Court to review a decision by the
Arizona Supreme Court regarding a water discharge permit issued to Resolution Copper.
We continue to progress the Final Environmental Impact Statement with the United States
Forest Service, however they have yet to advise on the date of republication. We also
advanced partnership discussions with several federally-recognised Native American
Tribes. While there is significant local support for the project, we respect the views of
groups who oppose it and will continue our efforts to address and mitigate concerns.
Copper: Winu
In late 2017, we discovered copper-gold mineralisation at the Winu
project in the Paterson Province in Western Australia. In 2021, we
reported our first Indicated Mineral Resource. The pathway remains
subject to regulatory and other required approvals.
In December 2024, we signed a Term Sheet with Sumitomo Metal Mining for a Joint
Venture to deliver the project. A pre-feasibility study with an initial development of
processing capacity of up to 10 million tonnes per year is expected to be completed in
2025, along with the submission of an Environmental Review Document under the EPA
Environmental Impact Assessment process. Project Agreement negotiations with
Nyangumarta and the Martu Traditional Owner Groups remain our priority.   
Copper: La Granja
In August 2023, we completed a transaction to form a joint venture
with First Quantum Minerals (FQM) that will work to unlock the
development of the La Granja project in Peru, one of the largest
undeveloped copper deposits in the world, with potential to be a
large, long-life operation.
FQM acquired a 55% stake for $105 million and will invest up to a further $546 million into
the joint venture to sole fund capital and operational costs to take the project through a
feasibility study and toward development. All subsequent expenditures will be applied on a
pro-rata basis in line with shared ownership. FQM is currently progressing community
engagement and engineering studies.
Aluminium: ELYSIS
ELYSIS, our joint venture with Alcoa, supported by Apple, the
Government of Canada and the Government of Quebec, is
developing a breakthrough inert anode technology that eliminates all
direct greenhouse gases from the aluminium smelting process.
We will install carbon free aluminium smelting cells at our Arvida smelter in Quebec using
the first technology licence issued by the ELYSIS joint venture. We will design, engineer
and build a demonstration plant equipped with ten pots operating at 100 kiloamperes (kA),
for a total investment of $285 million (Rio Tinto $179 million, Government of Quebec $106
million). The plant will have an annual capacity of 2,500 tonnes of commercial quality
aluminium, with first production targeted by 2027.
The joint venture is continuing its R&D program to scale up the ELYSISTM technology. It has
begun commissioning the larger prototype 450 kA cells at the Alma smelter, with the start-
up sequence set to begin in 2025 (previously 2024).
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Annual Report on Form 20-F 2024
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Strategic report
Iron Ore
We are one of the world’s leading producers of iron ore,
the primary raw material in steelmaking. In the Pilbara region
of Western Australia, we operate a network of 17 iron ore
mines, 4 port terminals and a rail network spanning nearly
2,000 kilometres. Steel remains essential for ongoing
urbanisation and will support the global shift to decarbonise.
We also continue our work to build a
mentally healthy, safe, and supportive
workplace. Our focus is fostering a strong
reporting culture where our people feel
safe to speak up. 
We continue to develop the capability of
our leaders, empowering them to identify
and address psychosocial risks.
Our psychosocial incident investigation
process and related tools have been
developed and tested, with implementation
across our operations now well underway,
reflecting the importance of these risks.  
Market insights
In 2024, global steel demand reversed its
2023 gains, contracting by -1% year-on-
year, as weak construction steel
consumption in China outweighed gains in
other end-use sectors and regions.
China’s steel exports exceeded 110 million
tonnes for the first time since 2015, which
supported crude steel production. China
imported around 1.3 billion tonnes of iron
ore for the 5th consecutive year, while port
inventories accumulated to 3-year highs of
156 million tonnes. This dynamic was also
driven by a record 1.6 billion tonnes of
seaborne supply.
The major iron ore producers shipped
almost 1.23 billion tonnes in 2024, up from
1.21 billion tonnes in 2023, but still below
the 1.24 billion tonnes in 2018. Seaborne
supply from all other, typically higher-cost,
producers hit a new high of 340 million
tonnes in 2024. Since around half of this
supply was relatively high cost and price
elastic, average annual iron ore prices
were close to or exceeded
$100/dmt FOB Western Australia
for the 5th consecutive year.
Snapshot of the year
Safety
With a focus on preventing fatalities, we
have an unwavering commitment to the
safety and wellbeing of all workers across
our operations.  
We continue to learn, improve and focus
on opportunities to verify and strengthen
our critical risk management (CRM) to
more effectively prevent fatality risks.
We have structured our fatality prevention
around risk management to ensure we
build capability when undertaking high risk
work within our operations. 
Overall, we maintained a lower frequency
of potential fatal incidents (PFIs), which
improved slightly to 12 in 2024. Falling
objects and potential falls from height
accounted for most of these events.
Vehicle-related risks, previously our
primary exposure, were successfully
managed, resulting in zero PFIs related to
this risk. Our all-injury frequency rate
(AIFR) increased slightly to 0.67 (0.61
in 2023).
Our commitment to safety includes the
contractor partners who represent a large
part of our total workforce. Together, we
are finding better waysTM of working
safely – enhancing road safety in the
Pilbara, introducing innovative tools to
reduce injuries and ensuring consistency in
training and qualifications.
AIFR
0.67
(2023: 0.61)
Employee
numbers1
16,000
(2023: 16,000)
Net cash generated
from operating
activities
$11.7bn
(2023: $14.0bn)
Scope 1 and 2
GHG emissions
(equity Mt CO2e)
3.1Mt
(2023: 3.2Mt)
1.This represents the average number of employees for
the year, including the Group's share of non-managed
operations and joint ventures. Refer to page 267 for
more information.
Camera-neutral_6-80pc_tint.gif
Image: Marandoo iron ore
mine, Pilbara, Australia.
Book-neutral_6-80pc_tint.gif
For information about decarbonisation efforts in the Iron Ore
group, see our 2025 Climate Action Plan, pages 41-75.
Globe-neutral_6-80pc_tint.gif
For more on our Iron Ore business, see
riotinto.com/ironore
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Strategic report  |  Iron Ore
Iron Ore
Year ended 31 December
2024
2023
Change
Pilbara production (million tonnes — 100%)
328.0
331.5
(1%)
Pilbara shipments (million tonnes — 100%)
328.6
331.8
(1%)
Salt production (million tonnes — Rio Tinto share)¹
5.8
6.0
(3%)
Segmental revenue (US$ millions)
29,339
32,249
(9%)
Average realised price (US$ per dry metric tonne, FOB basis)
97.4
108.4
(10%)
Underlying EBITDA (US$ millions)
16,249
19,974
(19%)
Pilbara underlying FOB EBITDA margin²
65%
69%
Underlying earnings (US$ millions)
9,097
11,882
(23%)
Net cash generated from operating activities (US$ millions)
11,652
14,045
(17%)
Capital expenditure (US$ millions)³
(3,012)
(2,588)
16%
Free cash flow (US$ millions)
8,561
11,374
(25%)
Underlying return on capital employed⁴
50%
64%
Production figures are sometimes more precise than the rounded numbers shown, hence small differences may result in the year on year change.
1.Dampier Salt is reported within Iron Ore, reflecting management responsibility. Iron Ore Company of Canada continues to be reported within Minerals. The Simandou iron ore project in
Guinea reports to the Chief Technical Officer and is reported outside the Reportable segments.
2.The Pilbara underlying free on board (FOB) EBITDA margin is defined as Pilbara underlying EBITDA divided by Pilbara segmental revenue, excluding freight revenue.
3. Capital expenditure is the net cash outflow on purchases less sales of property, plant and equipment; capitalised evaluation costs; and purchases less sales of other intangible assets.
4.Underlying return on capital employed (ROCE) is defined as underlying earnings excluding net interest divided by average capital employed.
Financial performance
Underlying EBITDA of $16.2 billion was 19%
lower than 2023, primarily due to lower
realised prices ($2.7 billion) and marginally
lower shipments. 
Unit costs of $23.0 per tonne were $1.5 per
tonne higher than 2023, driven by lower iron
ore production and inflation. 
Our Pilbara operations delivered an
underlying FOB EBITDA margin of 65%,
compared with 69% in 2023, largely due to
the lower iron ore price and lower volumes.
We price the majority of our iron ore sales
(78%) by reference to the average index
price for the month of shipment. In 2024, we
priced approximately 10% of sales with
reference to the prior quarter’s average index
lagged by one month with the remainder sold
either on current quarter average, or other
mechanisms. We made approximately 75%
of sales including freight and 25% on an
FOB basis.
We achieved an average iron ore price of
$89.6 per wet metric tonne (2023: $99.7 per
wet metric tonne) on an FOB basis,
equivalent to $97.4 per dry metric tonne, with
an 8% moisture assumption (2023: $108.4
per dry metric tonne). This compares to the
average price for the monthly average Platts
index for 62% iron fines converted to a FOB
basis of $98.4 per dry metric tonne (2023:
$110.3 per dry metric tonne).
Segmental revenue for our Pilbara
operations included freight revenue of $2.3
billion (2023: $2.1 billion).
Net cash generated from operating activities
of $11.7 billion was 17% lower than 2023,
driven by the same drivers as underlying
EBITDA. After capital investment, which
included $0.4 billion increased investment in
Pilbara replacement projects, free cash flow
of $8.6 billion was $2.8 billion lower than
2023.
Review of operations
Pilbara operations produced 328.0 million
tonnes (100% basis), 1% lower than 2023.
Shipments (100% basis) were also 1% lower.
Production was affected by depletion,
predominantly at Paraburdoo as we
transition to Western Range and
Yandicoogina, as well as higher than
average rainfall. The Safe Production
System target of 5 million tonnes for 2024
was achieved for the second consecutive
year. Gudai-Darri demonstrated 50 million
tonne per annum rates during the fourth
quarter. Sustaining production at these rates
is subject to the timing of approvals for
planned mining areas and heritage
clearances, and continuation of the
debottlenecking program at the main plant. 
We grew our portside business in 2024, with
total iron ore sales in China of 29.9 million
tonnes (23.3 million tonnes in 2023). At the
end of December, inventory levels were 7.1
million tonnes (6.4 million tonnes at the end
of December 2023), including 4.9 million
tonnes of Pilbara product. In 2024,
approximately 89% of our portside sales
were either screened or blended in Chinese
ports (86% in 2023).
In December 2024, we completed the sale of
Dampier Salt Limited’s Lake MacLeod
operation to Leichhardt Industrials Group for
consideration of A$375 million.
Book-neutral_6-100pc_tint.gif
For more information about our capital
projects and future growth options,
see pages 22-23.
Valued partnerships positioning us
for a more sustainable future
Together with the Ngarluma Aboriginal
Corporation, we’re progressing the
development of an 80MW solar farm on
Ngarluma Country, near Karratha, to supply
renewable energy to our Pilbara operations.
When complete, this project has the potential
to reduce the amount of natural gas currently
used for generation across
our Pilbara operations by up to 11%, and
could reduce Rio Tinto’s emissions by up to
120kt CO2e.
We're also exploring a renewable energy
project with the Yindjibarndi Energy
Corporation (YEC). Currently in development
by YEC, the project includes 75MW of solar
on a greenfield site located west of
Millstream Chichester National Park on
Yindjibarndi Country.
It’s the first project we’re exploring together
since we signed a memorandum of
understanding to collaborate on a range of
potential renewable energy opportunities,
including wind and solar power, as well as
battery energy storage systems.
Globe-neutral_6-100pc_tint.gif
For more information see
riotinto.com/pilbararenewables
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Strategic report
Aluminium
As a global leader in low-carbon aluminium, we are uniquely
positioned to further decarbonise our business and support
the world’s transition towards a lower carbon footprint.
A critical material – lightweight and highly recyclable –
aluminium is set to play an increasingly vital role in our lives.
We’re providing a diversified portfolio of primary and
secondary aluminium solutions used to manufacture a wide
range of products, including solar panels and transmission
lines, jet engines, electric vehicles and smartphones.
Market insights
After a relatively stable first quarter, the
aluminium price rallied in the 2nd quarter
due to sanctions against Russian metal but
fell in the 3rd quarter on weaker global
manufacturing data. The price rose at the
end of the quarter after an interest rate cut
by the US Federal Reserve and stimulus
measures in China, and was supported in
the 4th quarter due to high alumina costs.
World semi-fabricated demand rose 2%
year-on-year. Primary aluminium demand
increased at a similar rate. Scrap spreads
tightened in 2024 on low inventories and
tight availability, resulting in lower margins
for secondary producers. Ex-China
demand fell in building and construction,
and remained weak in automotive, but
performed well in packaging and power
infrastructure. Global aluminium demand
will continue to be driven by the energy
transition, particularly electric vehicles, and
renewable energy.
China is producing aluminium close to its
self-imposed capacity cap of approximately
45 million tonnes, while growth in the rest
of the world moderated on supply
disruptions. Overall, the primary aluminium
market was balanced in 2024, with visible
inventories at low levels.
The alumina price reached a multi-year
high in the 4th quarter due to closures,
supply disruptions, and constrained bauxite
supply in China. The price corrected at the
end of the quarter as supply improved but
remained at a high level compared to the
historical norm. China is the largest import
market for bauxite, and seaborne bauxite
prices into China performed strongly in
2024. Guinea exports to China increased
approximately 10% year-on-year,
accounting for around 70% of bauxite
exports to China. However, supply growth
could not keep pace with demand and
China import bauxite prices surged in the
4th quarter.
Snapshot of the year
Safety
In 2024, our all-injury frequency rate (AIFR)
increased from 0.33 to 0.38, largely
reflecting challenges at our Kitimat site in
Canada. To help address these challenges,
we engaged external safety consultants
during Q4 to provide targeted support,
focused on leadership and stabilising
safety performance.
Overall, our safety performance generally
improved across our Aluminium operations.
We continued to focus on uncovering and
addressing systemic weaknesses and the
root causes of our potential fatal incidents
(PFIs). In particular, the focus we started in
2023 to promote more proactive PFI2
reporting, and to improve the quality of PFI
investigations has helped move us from 5
worker injuries in PFI events in 2023 to 2 in
2024. 
Looking ahead, we remain focused on
reducing inherent risks in our business to
drive lasting safety impacts for our
workforce. By prioritising engineering
design, strategic capital investment, and
ongoing research, we will continue our
work to eliminate hazards and remove
people from the areas of greatest
safety risk.
AIFR
0.38
(2023: 0.33)
Employee
numbers1
16,000
(2023: 15,000)
Net cash generated
from operating
activities
$3.0bn
(2023: $2.0bn)
Scope 1 and 2
GHG emissions
(equity Mt CO2e)
23.7Mt
(2023: 25.5Mt)
1.This represents the average number of employees for
the year, including the Group's share of non-managed
operations and joint ventures. Refer to page 267 for
more information.
2.A proactive PFI is one where there was neither injury
nor property damage.  Proactive PFIs are leading
indicators of safety performance and offer the
opportunity to learn from near miss incidents. They
reflect a psychologically safe culture.
Camera-blue-4.gif
Image: Grande-Baie aluminium
casting centre, Quebec, Canada.
Book-blue-4.gif
For information about decarbonisation efforts in the Aluminium
group, see our 2025 Climate Action Plan, pages 41-75.
Globe-blue-4.gif
For more on our Aluminium business,
see riotinto.com/aluminium
p27.jpg
Annual Report on Form 20-F 2024
27
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Strategic report  |  Aluminium
Aluminium
Year ended 31 December
2024
2023
Change
Bauxite production ('000 tonnes — Rio Tinto share)
58,653
54,619
7%
Alumina production ('000 tonnes — Rio Tinto share)
7,303
7,537
(3%)
Aluminium production ('000 tonnes — Rio Tinto share)
3,296
3,272
1%
Segmental revenue (US$ millions)
13,650
12,285
11%
Average realised aluminium price (US$ per tonne)
2,834
2,738
4%
Underlying EBITDA (US$ millions)
3,673
2,282
61%
Underlying EBITDA margin (integrated operations)
30%
21%
Underlying earnings (US$ millions)
1,483
538
176%
Net cash generated from operating activities (US$ millions)
3,032
1,980
53%
Capital expenditure — excluding EAUs (US$ millions)¹
(1,694)
(1,331)
27%
Free cash flow (US$ millions)
1,302
619
110%
Underlying return on capital employed²
10%
3%
1.Capital expenditure is the net cash outflow on purchases less sales of property, plant and equipment; capitalised evaluation costs; and purchases less sales of other intangible assets. It
excludes equity accounted units (EAUs).
2.Underlying return on capital employed (ROCE) is defined as underlying earnings excluding net interest divided by average capital employed.
Financial performance
Overall we delivered a significant uplift in
profitability for our Aluminium business with a
61% increase in underlying EBITDA to $3.7
billion, underlying EBITDA margin rising nine
percentage points to 30% and underlying
ROCE of 10%. We saw an 8% increase in
the average LME price with price support
from high alumina costs and the cancellation
of Chinese VAT rebates on the export of
semi-finished goods. Market-related costs for
key materials such as caustic, coke and pitch
moderated with some of this flowing through
to underlying EBITDA, offsetting some of the
impact of a higher alumina price. Higher
bauxite volumes from record annual
production at Gove and Amrun and
increased bauxite pricing were partially offset
by lower alumina production following the
breakage of a third-party gas pipeline in
Queensland.
We achieved an average realised aluminium
price of $2,834 per tonne, 4% higher than
2023. The average realised aluminium price
comprises the LME price, a market premium
and a value-added product (VAP) premium.
The cash LME price averaged $2,419 per
tonne, 8% higher than 2023, while in our key
US market, the Midwest premium duty paid,
which is 59% of our total volumes (2023:
57%), decreased by 17% to $427 per tonne
(2023: $512 per tonne). Our VAP sales
represented 46% of the primary metal we
sold (2023: 46%) and generated product
premiums averaging $295 per tonne of VAP
sold (2023: $354 per tonne).
Our cash generation also improved
significantly, with net cash generated from
operating activities of $3.0 billion, a rise of
53%, compared with 2023. Free cash flow of
$1.3 billion reflected capital investment in the
business of $1.7 billion.
Review of operations
Bauxite production of 58.7 million tonnes was
7% higher than 2023, exceeding our
guidance. We delivered record annual
production at Gove and Amrun following
implementation of the Safe Production
System.
We shipped 40.9 million tonnes of bauxite to
third parties, 10% higher than 2023.
Segmental revenue for bauxite increased
28% to $3.1 billion. This includes freight
revenue of $0.5 billion (2023: $0.5 billion).
Alumina production of 7.3 million tonnes was
3% lower than 2023, due to the impacts to
our Gladstone operations from the breakage
of the third-party operated Queensland Gas
Pipeline in March. Gas supplies to our
Gladstone operations from the third-party
operated Queensland Gas Pipeline were
meeting 100% of our requirements by year-
end.
As the result of sanction measures by the
Australian Government, Rio Tinto has taken
on 100% of capacity of Queensland Alumina
Limited (QAL) for as long as the sanctions
continue. This results in use of Rusal’s 20%
share of capacity by Rio Tinto under the
tolling arrangement with QAL. This additional
output is excluded from the production tables
in this report as QAL remains 80% owned by
Rio Tinto and 20% owned by Rusal.
Aluminium production of 3.3 million tonnes
was 1% higher than 2023. At our New
Zealand Aluminium Smelter (NZAS),
production continued to ramp up following a
previous call from Meridian Energy to reduce
electricity usage in August 2024, for which
we are compensated. As previously reported,
we expect the ramp-up to run through to the
second quarter of 2025. 
We completed the previously announced
acquisition of Sumitomo Chemical
Company’s (SCC’s) 20.64% interest in NZAS
on 1 November 2024 and now fully own the
Tiwai Point aluminium smelter.
We also completed the previously
announced acquisition of SCC’s 2.46% stake
in Boyne Smelters Limited (BSL). The
completion of this transaction, along with the
recently completed acquisition of Mitsubishi’s
11.65% stake in BSL, brings Rio Tinto’s total
interest in BSL to 73.5%.
Production is reported including these
changes in ownership from 1 November
2024.
Book-blue-3.gif
For more information about our capital
projects and future growth options, see pages
Installing ELYSISTM carbon-free
smelting technology
Our ELYSIS joint venture with Alcoa is
progressing the development of a
breakthrough inert anode technology
that eliminates all direct greenhouse
gas (GHG) emissions from the aluminium
smelting process.
In 2024, we announced a $285 million
investment, including $106 million from
the Government of Québec, to build a
demonstration plant equipped with 10 ELYSIS
pots at our Arvida smelter. These pots,
operating at 100kA, replicate the technology
that has successfully produced commercial-
purity aluminium at the ELYSIS Industrial
Research and Development Center. The
demonstration plant will have the capacity to
produce up to 2,500 tonnes of aluminium per
year, with first production targeted by 2027.
This project is part of our phased approach to
support the development of the technology. It
will allow us to conduct further tests and to
build expertise in installing and operating the
ELYSIS™ technology towards future
industrial-scale implementation.
Globe-blue-3.gif
For more information
see riotinto.com/elysis
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Strategic report 
Copper
Copper is an essential material for electrification and the global
energy transition. By the end of the decade, we aim to deliver
1 million tonnes of copper per year from our global portfolio of
assets and projects spanning 4 continents. We are focused on
maximising value from our existing assets, delivering profitable
growth by unlocking projects, and investing in quality partnerships
across the copper value chain.
In 2025, we will look to prioritise building
care, capability and trust to further
improve ongoing risk management
efforts and first line assurance
implementation. Assurance plans are in
progress for Oyu Tolgoi and Kennecott,
while Resolution and Winu will also move
to implement first line assurance plans
for key critical risks.
Market insights
Copper prices climbed to a record high in
late May following a series of high-profile
supply disruptions and strong Chinese
imports. Financial flows into copper
amplified this rally, with copper demand
seen as a major beneficiary of both the
energy transition and data centre
investment for AI. Prices subsequently
retreated as supply outperformed
expectations, US rate cuts continued to be
delayed, and exchange inventory rose to a
4-year high.
The refined copper market was in a small
surplus across 2024. Supply rose
modestly, despite high-profile disruptions
early in the year. Production growth from
the Democratic Republic of the Congo was
notably strong. Demand from data centre
and energy-transition exposed segments
remained positive despite some headwinds
from substitution and thrifting as
technologies mature. Traditional segments
such as residential construction had a
more challenging year. Despite this, copper
prices averaged 415 US cents per pound
in 2024, up 8% from 385 US cents per
pound in 2023.
In contrast, copper concentrate was
undersupplied in 2024, due to significant
smelter capacity additions in China and
other Asian countries. Treatment and
refining charges fell sharply as a result and
turned negative from April until August as
smelters competed for material.
Snapshot of the year
Safety
In 2024, we recorded 24 potential fatal
incidents (PFIs), an increase from 22 in
2023. Notable critical risks associated with
these events were: fall from height,
uncontrolled releases of energy, and falling
objects.
Our all-injury frequency rate (AIFR)
dropped slightly to 0.33, a modest
decrease from 0.35 in 2023, with an AIFR
of 0.27 for employees, and 0.37 for our
contractor workforce. Ongoing monitoring
to identify continuous improvement
opportunities includes two-way learning
with our contractor partners.
Our Critical Risk Management program
and Safety Maturity Model underpin our
absolute focus on preventing fatalities and
serious events. During the year, key
achievements included simplification of
critical control tools, as well as capability
building through our Leadership in the
Field program.
At the asset level, we progressed site-
specific hazard exposure reduction
strategies, which involved mitigating the
potential for exposure to silica dust at Oyu
Tolgoi, and to sulphur dioxide at Kennecott.
Our Winu project team also piloted a
psychosocial risk management framework,
reinforcing our commitment to a safe,
healthy workplace.
AIFR
0.33
(2023: 0.35)
Employee
numbers1
9,000
(2023: 8,000)
Net cash generated
from operating
activities
$2.6bn
(2023: $0.6bn)2
Scope 1 and 2
GHG emissions
(equity Mt CO2e)
1.0Mt
(2023: 1.0Mt)
1.This represents the average number of employees for
the year, including the Group's share of non-managed
operations and joint ventures. Refer to page 267 for
more information.
2.Comparative information has been adjusted to reflect
the movement of Rio Tinto Guinea from the Copper
product group to “Other operations”. Refer to note 1
(page 167) for details.
Camera-neutral_5-100pc_tint.gif
Image: Oyu Tolgoi, Mongolia.
Book-neutral_5-100pc_tint.gif
For information about decarbonisation efforts in the Copper
group, see our 2025 Climate Action Plan, pages 41-75.
Globe-neutral_5-100pc_tint.gif
For more on our Copper business, see
riotinto.com/copper
p29.jpg
Annual Report on Form 20-F 2024
29
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Strategic report  |  Copper
Copper
Year ended 31 December
2024
2023
Change
Mined copper production ('000 tonnes — consolidated basis)
697
620
13%
Refined copper production ('000 tonnes — Rio Tinto share)
248
175
42%
Segmental revenue (US$ millions)
9,275
6,678
39%
Average realised copper price (US cents per pound)¹
422
390
8%
Underlying EBITDA (US$ millions)²
3,437
1,960
75%
Underlying EBITDA margin (product group operations)
49%
42%
Underlying earnings (US$ millions)²
811
190
327%
Net cash generated from operating activities (US$ millions)³
2,590
596
335%
Capital expenditure — excluding EAUs⁴ (US$ millions)
(2,055)
(1,976)
4%
Free cash flow (US$ millions)²
526
(1,386)
Underlying return on capital employed (product group operations)⁵
6%
3%
1.Average realised price for all units sold. Realised price does not include the impact of the provisional pricing adjustments, which negatively impacted revenues by $92 million
(2023: $2 million positive).
2.Accountability for Rio Tinto Guinea, our in-country external affairs office, remains with Bold Baatar, and has therefore moved from the Copper product group to “Other operations” following
his change in role to Chief Commercial Officer. Accordingly, prior period amounts have been adjusted for comparability.
3.Net cash generated from operating activities excludes the operating cash flows of equity accounted units (EAUs) but includes dividends from EAUs (Escondida).
4.Capital expenditure is the net cash outflow on purchases less sales of property, plant and equipment, capitalised evaluation costs and purchases less sales of other intangible assets.
It excludes EAUs.
5.Underlying return on capital employed (ROCE) is defined as underlying earnings (product group operations) excluding net interest divided by average capital employed.
Financial performance
Improved financials benefited from the
steady ramp-up at Oyu Tolgoi, the strong
performance at Escondida and the
successful restart of the Kennecott smelter,
following the rebuild in 2023, releasing
working capital through the drawdown of
inventories, enhancing operating cash flow.
Underlying EBITDA increased by 75%
compared with 2023 and free cash flow
turned positive supported by a strong LME
copper price and higher volumes. Overall,
mined copper production rose by 13% and
refined copper production by 42%.
Copper C1 net unit costs, at 142 cents per
pound, reduced by 53 cents per pound, or
27%, from 2023, reflecting cost efficiencies
on the higher mined copper production at
Oyu Tolgoi and Escondida, and higher
refined copper production at Kennecott,
following the smelter rebuild in 2023.
We generated significantly higher net cash
from operating activities of $2.6 billion, which
included higher dividends from Escondida.
Review of operations
Mined copper production, at 697 thousand
tonnes, was 13% higher than 2023, reflecting
the ramp-up of Oyu Tolgoi underground and
increased production from Escondida due to
higher grades fed to the concentrator (0.99%
versus 0.83%). This offset geotechnical
challenges at Kennecott as instabilities in the
pit wall impacted the mining sequence from
the second quarter of 2024.
Refined copper production increased by 42%
to 248 thousand tonnes with the Kennecott
smelter and refinery returning to normal
operations following the successful rebuild in
2023.
Oyu Tolgoi underground project
In 2024, we delivered 6.5 million tonnes of
ore milled from the underground mine at an
average copper head grade of 1.94% and
34.5 million tonnes from the open pit with an
average grade of 0.39%. The ramp-up
remains on track to reach 500 thousand
tonnes of copper production per annum
(100% basis and stated as recoverable
metal) for the Oyu Tolgoi underground and
open pit mines for the years 2028 to 20361.
We continue to see good performance from
the underground mine. We completed
drawbell construction at Panel 0, with a total
of 124 drawbells opened. The sinking of
ventilation Shafts 3 and 4 was completed in
April 2024 following the breakthrough to
surface. Both shafts were commissioned in
the second half of 2024.
In November 2024, Oyu Tolgoi successfully
concluded Collective Agreement
negotiations, marking a historic milestone as
the first agreement involving two trade
unions at the operation. The agreement will
remain in effect for the next three years.
Book-neutral_5-100pc_tint.gif
For more information about our capital
projects and future growth options, see
pages 22-23.
1.The 500 thousand tonne per year copper production
target (stated as recoverable metal) for the Oyu Tolgoi
underground and open pit mines for the years 2028 to
2036 was previously reported in a release to the
Australian Securities Exchange (ASX) dated 11 July
2023 “Investor site visit to Oyu Tolgoi copper mine,
Mongolia”. All material assumptions underpinning that
production target continue to apply and have not
materially changed.
Advancing Winu with Sumitomo
Metal Mining
In December, we announced a new
partnership with Sumitomo Metal Mining
(SMM) to deliver the Winu copper-gold
project in Western Australia. Under the Term
Sheet signed between the partners, Rio Tinto
will continue to develop and operate Winu as
the managing partner, with SMM to acquire a
30% equity share. Located in the Great
Sandy Desert, near our Pilbara iron ore
operations, Winu is a low-risk, long-life
deposit that is highly prospective for
expansion. In 2025, alongside finalising the
joint venture definitive agreements, we will
advance regulatory approvals for an initial
processing capacity up to 10Mtpa.
Environmental Review Document
preparation under the Environmental
Protection Authority of Western Australia’s
Environmental Impact Assessment process
will take place in parallel with ongoing Project
Agreement negotiations with the
Nyangumarta People, Traditional Owners
of the land on which the Winu deposit is
situated, and the Martu People, Traditional
Owners of the land home to the
Karlkayn airstrip.
As part of our renewed relationship with
SMM, we have also entered into a letter of
intent to explore broader value chain
opportunities for commercial, technical, and
strategic collaboration across copper, other
base metals and lithium.
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For more information see riotinto.com/winu
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Annual Report on Form 20-F 2024
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Strategic report 
Minerals
Our Minerals portfolio produces materials essential to a low-
carbon future from a global suite of assets and projects well-
positioned to support the electrification of the world’s economies.
We are developing and growing a world-class lithium business
at an accelerated pace: producing first lithium from our Rincon
Project, Argentina in December. We also produce long-life, high-
grade, low-impurity iron ore pellets and concentrate, titanium
dioxide, speciality borates and diamonds from our operations in
Canada, Madagascar, South Africa and the US.
Market insights
Titanium dioxide market fundamentals
stabilised in 2024, with downstream and
midstream producers noting improving
sales and margins. Elevated inventories
limited feedstock purchases and put
downward pressure on prices.
Borates demand improved in 2024,
evidenced by increasing shipments into
key consuming regions. Weakness in
pricing resulted from stronger supply
availability after supply chain disruptions
were cleared.
A softer demand and pricing environment
for steel impacted the high-grade iron ore
fines and pellets segments in 2024. Blast
Furnace (BF) steelmakers sought to
reduce exposure to higher quality, higher
cost inputs, with seaborne pellet
consumption falling year-on-year. This
resulted in lower BF-grade pellet premiums
than seen in 2023. Meanwhile, Direct
Reduction grade pellet premiums were
supported by stable demand in the MENA
(Middle East and North Africa) region
which, although cooler than the previous
year, continued to support seaborne
demand and prices. 
Lithium carbonate prices remained subdued in
2024, largely due to slower growth in electric
vehicle (EV) production despite record sales
of 17 million units. While lithium demand and
supply grew by about 25% year-on-year, the
market faced an oversupply. Increased supply
from earlier investments contributed to this
imbalance, leading to the suspension of
several lithium projects and production cuts by
existing producers. Nonetheless, long-term
market fundamentals remain strong,
supported by government policies and
expanding EV adoption. Additional investment
will be essential to address future supply
shortfalls.
Snapshot of the year
Safety
Tragically 4 of our colleagues and 2 crew
members lost their lives in a plane crash
while travelling to our Diavik diamond mine
on 23 January. We are currently awaiting the
investigation findings from the Transportation
Safety Board of Canada, which are
expected in 2025.
In 2024, the number of potential fatal
incidents (PFIs) dropped to 26, compared
to 27 in 2023 with the most common
involving risk of vehicle collision or rollover
and falling objects.  We continue to focus
our efforts on mitigating these risks,
implementing targeted safety measures
and corrective actions informed by
thorough investigations.
Our all-injury frequency rate (AIFR) increased
to 0.31, compared to 0.24 in 2023, reflecting
an increase in injuries among both employees
and contractors. The rate of injuries in our
contractor workforce increased from 0.20 in
2023 to 0.27 in 2024, and our employee injury
rate rose from 0.28 in 2023 to 0.35 this year. In
2025, we will continue to build on our progress
by leveraging the safety maturity model to
drive further enhancements. Along with this,
we will place a stronger emphasis on health,
environmental responsibility, and security to
ensure a safer, more productive environment
for both our employees and contractor
partners. Our commitment to these areas will
be key to achieving our goals.
AIFR
0.31
(2023: 0.24)
Employee
numbers1
10,000
(2023: 10,000)
Net cash generated
from operating
activities
$0.7bn
(2023: $0.5bn)
Scope 1 and 2
GHG emissions
(equity Mt CO2e)
2.3Mt
(2023: 3.7Mt)
1.This represents the average number of employees for
the year, including the Group's share of non-managed
operations and joint ventures. Refer to page 267 for
more information.
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Image: Richards Bay Minerals
operation, South Africa.
Book-red_5.gif
For information about decarbonisation efforts in the Minerals
group, see our 2025 Climate Action Plan, pages 41-75.
Globe-red_5.gif
For more on the minerals we produce,
see riotinto.com/products
p31.jpg
Annual Report on Form 20-F 2024
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Strategic report  |  Minerals
Minerals
Year ended 31 December
2024
2023
Change
Iron ore pellets and concentrates production¹ (million tonnes — Rio Tinto share)
9.4
9.7
(2%)
Titanium dioxide slag production ('000 tonnes — Rio Tinto share)
990
1,111
(11%)
Borates production ('000 tonnes — Rio Tinto share)
504
495
2%
Diamonds production ('000 carats — Rio Tinto share)
2,759
3,340
(17%)
Segmental revenue (US$ millions)
5,531
5,934
(7%)
Underlying EBITDA (US$ millions)
1,080
1,414
(24%)
Underlying EBITDA margin (product group operations)
26%
30%
Underlying earnings (US$ millions)
143
312
(54%)
Net cash generated from operating activities (US$ millions)
705
548
29%
Capital expenditure (US$ millions)²
(798)
(746)
7%
Free cash flow (US$ millions)
(126)
(229)
45%
Underlying return on capital employed (product group operations)³
8%
13%
1. Iron Ore Company of Canada (IOC) continues to be reported within Minerals. 
2.Capital expenditure is the net cash outflow on purchases less sales of property, plant and equipment; capitalised evaluation costs; and purchases less sales of other intangible assets.
3.Underlying return on capital employed (ROCE) is defined as underlying earnings (product group operations) excluding net interest divided by average capital employed.
Financial performance
Underlying EBITDA of $1.1 billion was 24%
lower than 2023, primarily due to lower
pricing across most commodities, in
particular titanium dioxide feedstocks,
borates and iron ore. Underlying demand for
titanium dioxide feedstocks remains soft
while the borates market is recovering from
supply chain disruptions.
Net cash generated from operating activities
of $0.7 billion was 29% higher than 2023,
when a build in working capital took place.
Further investment is being made to develop
our battery minerals business, resulting in
negative free cash flow of $126 million.
Underlying EBITDA and net cash generated
from operating activities in 2024 include $0.2
billion1 insurance proceeds relating to the
process safety incidents at RTIT and the
forest fires at IOC which took place in 2023. 
Review of operations
Production of iron ore pellets and
concentrate at IOC of 9.4 million tonnes was
2% lower than 2023 primarily due to an 11-
day site-wide shutdown driven by forest fires
in mid-July, resulting in a revised mine plan
and maintenance schedule. We also
experienced operational challenges in the
mine and concentrator throughout the year.
Annual rail haulage was 36.4 million tonnes,
7% higher than in 2023, driven by continued
operational improvements to meet increasing
third-party and IOC demand.  Our focus
going forward is to stabilise the operation
and achieve safe, cost-effective and
consistent production.
TiO2 slag production of 990 thousand tonnes
was 11% lower than 2023, primarily due to
reduced market demand. A furnace
reconstruction, starting in the first quarter of
2024, continues at our RTIT Quebec
Operations. Through 2024, we operated six
out of nine furnaces in Quebec and three out
of four at Richards Bay Minerals (RBM).
Borates production was 2% higher than 2023
supported by recovering market demand,
and despite unplanned plant downtime in
April 2024.
Our share of carats recovered was 17%
lower than 2023. Diamond production was
impacted by the tragic plane crash earlier in
2024, as well as cessation of A21 open pit
mining in the third quarter of 2023.
First lithium was produced from the Rincon
project starter plant in Argentina in November
2024. First commercial production is targeted
for the first half of 2025.
Book-neutral_4-100pc_tint.gif
For more information about our capital
projects and future growth options, see
pages 22-23.
1.There is no overall financial impact to the Rio Tinto
Group, with the offset reflected centrally.
BlueSmelting’s game-changing
potential
In 2024, we continued developing
BlueSmelting™, a groundbreaking ilmenite
reduction technology. BlueSmelting has the
potential to reduce up to 70% of the
Rio Tinto Iron & Titanium (RTIT) Quebec
Operations' global greenhouse gas (GHG)
emissions, representing a decrease of
approximately 670,000 tonnes of CO2
equivalent compared to 2021 emissions.
BlueSmelting™ technology creates the
possibility of producing high-grade titanium
dioxide feedstock, steel, and metal powders
with a drastically reduced carbon footprint.
The BlueSmelting process being
demonstrated at RTIT Quebec Operations is
a world-first technology, developed in-house,
that adds a step before the traditional
smelting process – pre-reduction – leading to
an overall decrease in the site GHG
emissions. It combines mature in-house
technology, found in other processes used
on-site, with new innovations. BlueSmelting
uses fluid bed reactors to reduce the coal
required for the traditional smelting process,
meaning less coal and electricity are used to
complete the ore reduction.
The BlueSmelting demonstration plant – the
largest of its kind in the world – is capable of
producing up to 40,000 tonnes of ilmenite ore
a year, with drastically fewer emissions.
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For more on BlueSmelting, see
riotinto.com/bluesmelting
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Strategic report
Our approach to ESG
As stewards of the lands where we operate, we have a responsibility to safely and sustainably
access the world’s essential materials.
This responsibility underpins everything we
do and drives our commitment to embedding
sustainability considerations into every stage
of our business – from exploration to closure.
To do this, we align our priorities and
performance with society’s evolving
expectations. Each year we complete a
materiality assessment to understand what
ESG topics matter most to our stakeholders
and our business. This process includes
gathering information from internal and
external stakeholders through interviews,
surveys and publicly available information to
understand what impacts, risks and
opportunities are important now and what
they think will be important in the medium to
long term. 
It’s essential we manage these ESG topics
well as we strive for impeccable ESG
credentials and a strong social licence, with
the insights gathered through this process
helping us to strengthen our approach and
contribute to the long-term sustainability and
success of our business for all stakeholders.
Globe-White.gif
For more information see riotinto.com/
sustainabilityapproach
The United Nations Sustainable
Development Goals (UN SDGs)
Our ESG framework describes how we
manage and report externally on these topics
and how we contribute to the UN SDGs,
which are recognised as the global blueprint
for a sustainable future.
The SDGs are a useful reference point,
helping us to prioritise our efforts to align with
society’s expectations and deliver meaningful
impact. We focus on goals we feel are most
relevant to operating our business
responsibly and where we can make the
greatest difference. Our 2 lead goals are
SDG 12 (responsible consumption and
production) and SDG 8 (decent work and
economic growth).
Our operations also contribute to 8 supporting
SDGs (3, 4, 5, 6, 9, 10, 13 and 15), while SDG
17 (partnerships for the goals) reflects our
approach to sustainability and is fundamental
to the way we run our business.
What’s important now
Our internal and external stakeholders are
broadly aligned on 4 highly material ESG
topics: climate change1; respecting human
rights; cultural heritage management; and
health, safety and wellbeing.
Additional material topics for us as we strive
to build a sustainable business include:
biodiversity and ecosystems; business
integrity and governance; ESG transparency
and disclosure; inclusion, diversity and
equity; local community relations, tailings and
mineral waste management; business
performance; and water management.
What will be important in the future
Stakeholders feel climate change will
continue to increase in importance over the
next decade, alongside biodiversity and
ecosystems; the impact of technology;
respecting human rights; risk management
and cyber security; business integrity and
governance; supply chain transparency; and
end-to-end materials management. Water
management will also remain an important
topic due to the reliance of local communities
and our operations on this increasingly
scarce resource.
1.Includes greenhouse gas emissions reduction, climate
resilience and adaptation, and just transition.
Our ESG framework
Environment
Social
Governance
Environment-1.gif
Social.gif
Governance.gif
Low-intensity
materials
Environment
and nature
Mining &
metals
practices
Heritage,
culture &
Indigenous
Peoples
Human rights
Talent,
diversity
& inclusion
Health, safety
& wellbeing
Supporting
social &
economic
opportunity
Transparent,
values-based
ethical
business
Climate
change
Water
management
Tailings &
mineral waste
management
Cultural
heritage
management
Respecting
human rights
Inclusion,
diversity &
equity
Health, safety
& wellbeing
Local
community
relations
Business
integrity
& governance
End-to-end
materials
management
Biodiversity &
ecosystems
Closure, post-
mining & land
rehabilitation
Employment &
talent retention
Pandemic
response &
public health
Impact of
technology
ESG
transparency &
disclosure
Future-proof
assets
Industrial
environment
impacts
Business
performance
Key
l Higher materiality
l Medium materiality
l Lower materiality
Risk
management &
cyber security
Responsible
tax & royalty
payments
Each material topic above appears under either the environment, social or governance theme to which it primarily relates. However, there is crossover among ESG themes,
meaning some material topics can be relevant to 2 or even all 3 themes. Accordingly, we work with themes and topics holistically, not in silos.
Supply chain
transparency
Annual Report on Form 20-F 2024
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Strategic report  |  Our approach to ESG
Reporting our performance
Our materiality assessment records the
threshold at which an issue or topic becomes
important enough for us to report on
externally. The importance of a topic is based
on the significance of its impacts on, and
risks and opportunities for, stakeholders. Our
ESG materiality assessment considers our
impacts externally and, conversely, the effect
of external factors on our business.
As an ICMM member, we commit to
reporting on our ESG performance against
the Global Reporting Initiative (GRI)
standards and implementing the ICMM
Performance Expectations (PEs). The ICMM
Mining Principles framework focuses on the
implementation of systems and practices
related to a broad range of ESG areas. In
2022, we disclosed that we prioritised 26 of
our 29 operating assets for validation within
the 3-year cycle (2023-2025). There are now
30 operating assets and we have prioritised
one additional asset for validation in 2025,
thereby resulting in a total of 28 out of our 30
operating assets being prioritised for
validation. Since 2022, we have been
progressing the validations according to plan.
In 2024, on-site third-party validations were
completed for 12 of our priority operating and
refining assets. The validation reports
demonstrate a high level of alignment
between the self-assessment and validation
outcomes, with identification of relevant
areas for improvement. Information for the
2023 and 2024 validation results is
presented in the ICMM PE Summary tab in
the 2024 Sustainability Fact Book. In 2024,
we have also introduced a new tab showing
the Towards Sustainable Mining (TSM)
outcomes for 3 of our Canadian sites and all
of our Pilbara iron ore sites. We have
continued to improve our reporting to meet
additional disclosure requirements, including
the ICMM Social and Economic Reporting
Framework (SERF). In 2024, we have
disclosed our performance against the SERF
indicators in the ICMM SERF tab.
The majority of our ESG reporting is
incorporated into this Form 20-F and
supplemented by our 2024 Sustainability
Fact Book, containing current and historical
data on topics including health, safety,
environment, climate, communities, human
rights, responsible sourcing, ICMM PEs
and transparency.
Governance and assurance
The Sustainability Committee oversees
strategies to manage social and
environmental impacts, risks and
opportunities, including management
processes and standards. The Sustainability
Committee reviews the effectiveness of
management policies and procedures
relating to safety, health, employment
practices (apart from remuneration, which is
the responsibility of the People &
Remuneration Committee), relationships with
neighbouring communities, environment,
tailings, security and human rights, land
access, political involvement and sustainable
development. Given its strategic significance,
climate change is overseen directly by the
Board. 
Book-red_dark.gif
For more information about our
Sustainability Committee see pages
This year, the Group’s auditor, KPMG, was
engaged to provide the Directors of Rio Tinto
with assurance on selected sustainability
subject matters. KPMG’s limited assurance
statement satisfies the requirements of
subject matters 1 to 4 of the ICMM
assurance procedure.
Non-financial and sustainability
information statement
The ESG section includes information required
by regulation in relation to:
Environmental and climate matters,
including Task Force on Climate-Related
Financial Disclosures (TCFD) disclosures
(pages 41-75)
Our employees (pages 78-80)
Social matters (pages 76-84)
Human rights (page 85)
Corruption and bribery (pages 86-87)
Other related information can be found here:
Our business model (page 8)
Non-financial key performance indicators
(page 34)
Material risks and how they are managed
(pages 91-98).
Notes on data
The data summarised in this ESG section
relates to calendar years. Unless stated
otherwise, parameters are reported for all
managed operations without adjustment for
equity interests. Where possible, we include
data for operations acquired before
1 October of the reporting period. Divested
operations are included in data collection
processes up until the transfer of
management control.
Globe-red_dark.gif
For more information see our 2024
Sustainability Fact Book at riotinto.com/
sustainabilityreporting
How we report
Annual Report
Tax reports1
Human rights
statements2
Sustainability
Fact Book
Linking sustainability to purpose and strategy
l
Materiality and material topics
l
Climate change
l
l
Economic contribution
l
l
l
Human rights
l
l
l
Indigenous Peoples
l
l
Memberships and certifications
l
Sustainability data and trends
l
1.Includes our Taxes and Royalties Paid Report and Country-by-Country Report.
2.Includes our Modern Slavery Statement and our Voluntary Principles on Security and Human Rights report.
Annual Report on Form 20-F 2024
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Strategic report  |  Our approach to ESG
2024 performance against ESG targets
Targets
2024 performance
Reach zero fatalities and eliminate workplace injuries and
catastrophic events.
5 fatalities at managed operations.
(2023: 0 fatalities).
All-injury frequency rate (AIFR) at 0.37 (target: 0.38). (2023: 0.37).
1.78 million critical risk management (CRM) verifications.
(2023: 1.53 million).
Have all of our businesses identify at least one critical
health hazard material to their business and demonstrate
a year-on-year reduction of exposure to that hazard.
In 2024, 6 of our assets across Rio Tinto achieved an exposure reduction to
known health risks (airborne contaminants and noise). (2023: 6 assets).
Reduce the rate of new occupational illnesses each year.
44% increase in the rate of new occupational illnesses since 2023. (2023: 15%
increase).
Reduce our absolute Scope 1 and 2 greenhouse gas
emissions by 15% by 2025 and by 50% by 2030
(when compared to 2018 levels), and achieve net zero
emissions from our operations by 2050.1
The 2024 adjusted gross Scope 1 and 2 baseline emissions are 30.7 Mt CO2e,
a reduction of 5.0 Mt CO2e (14%) relative to our 2018 base year. After carbon
credits are applied, the net Scope 1 and 2 emissions are 29.6 Mt CO2e, a
reduction of 17% against our target.
(2023: 5.5%).
Achieve our global Communities and Social Performance
(CSP) targets2 as follows:
Year-on-year increase in contestable spend sourced
from suppliers local3 to our operations.
All sites to co-manage cultural heritage with
communities and knowledge holders by 2027.
70% of total social investment to be made through
strategic, outcomes-focused partnerships by 2027.
All employees in high-risk human rights roles to
complete job-specific human rights training annually
by 2024.
All employees to complete general human rights
training by 2027.
100 Indigenous leaders in Australia (managers and
above) by 2026.
We sourced 14.75% of contestable spend from suppliers local to our
operations, a decrease⁴ from 16.80% in 2023. Progress for each product
group is included in the 2024 Sustainability Fact Book.
More than 25 sites have completed a Cultural Heritage Maturity Framework
self-assessment, to identify existing gaps and establish actions to progress
along the maturity continuum5. Two assets matured in their performance in
2024 (others maintaining their performance from 2023) and 14 assets
assessed themselves as L4 (Integrated) or above.
In 2024, more than 44% of current Group-wide social investment initiatives
were identified as strategic partnerships, assessed against the strategic
partnering self-assessment tool. 
In 2024, a new mandatory Human Rights in Action learning program was
assigned to higher risk roles, with 85% completions recorded for the year.
Other progress updates on human rights learning initiatives are in the 2024
Sustainability Fact Book.
At the end of 2024, we had 61 Indigenous leaders in our business in
Australia.
Improve diversity6 in our business by:
Increasing women in the business (including in senior
leadership7) each year.
Aiming for 50% women in our graduate intake.
Aiming for 30% of our graduate intake to be from
places where we are developing new businesses.
25.2% of our workforce were women, up 0.9% from 2023.
33.3% of our executive leaders were women, up 8.3% from 2023.
32% of senior leadership were women, up 1.9% from 2023.
42.8% of Board roles were held by women, up 12% from 2023.
56.6% of our graduate intake were women, up 5% from 2023.
20% of our graduate intake were from places where we are developing new
businesses8, down 17.6% from 2023.
Improve our employee engagement and satisfaction.
No change to our employee satisfaction (eSAT9) score since 2023 (score
remains 74).
(2023: 1 point increase).
1.Refer to the Climate Action Plan in our Form 20-F for details on how we are progressing towards our greenhouse gas emissions targets.
2.In 2024, we progressed initiatives towards our 2026 CSP targets.  We also extended those targets for one year, to conclude in 2027, to accommodate Group-wide productivity and culture
initiatives.
3.We take a site-centric view of the definition of local, which allows operations to establish their own definition, based on a set of common principles. These principles require that each
operation, in defining “local” takes into consideration its geographic, social and economic area of impact as well as ownership. For example, suppliers located within the Pilbara region of
Western Australia are defined as “local” for our iron ore product group's Pilbara Operations. This approach is consistent with international best practice and aligns with the ICMM SERF
guidance.
4.The decrease is due to reductions in commodity rates, cost reduction initiatives, and changes in the supplier mix at some operations.
5.The cultural heritage co-management maturity framework sets out a maturity model consisting of five levels of maturity – from "learning the practice" to "leading practice". A rating of Level 4
(Integrated) reflects functioning co-management with a shared vision and common purpose.
6.From 2021, the definition used to calculate diversity was changed to include people not available for work and contractors (those engaged on temporary contracts to provide services under
the direction of Rio Tinto leaders), excluding project contractors.
7.We define senior leadership as Managing Directors, General Managers, Group Advisers and Chief Advisers.
8.Identifying with a nationality is not mandatory. More than 48% of our graduates have not formally reported a nationality.
9.eSAT (Employee Satisfaction) is a measure of “how happy an employee is to work at Rio Tinto”. It is calculated by averaging the responses on a 1-7 scale and expressing this out of 100.
p38.jpg
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Environment
We know our operations, throughout their life cycle and associated value chains,
can impact nature and surrounding environments both directly and indirectly.
We also depend on healthy, functioning ecosystems to provide the resources
we need for our operations and supply chains.
We focus on being responsible stewards of
these shared natural resources, ensuring we
protect the health, safety and livelihoods of
local communities, Indigenous Peoples, our
suppliers and our customers. This includes
managing risks to minimise adverse
environmental impacts from our operations
and playing our part to sustain these shared
ecosystems and natural resources for future
generations.
While mining activities use less than 0.1%1 of
the world’s land, they are often in
ecologically and culturally sensitive areas.
That is why – in addition to our
Environmental Performance Standards,
which apply to all of our business units and
managed operations from exploration
through to post-closure – we have shared
our support for the ICMM’s Nature Position
Statement, and actively engage in several
partnerships that address both our own and
broader regional challenges in the areas
where we operate.
Nature strategy
The global threat of biodiversity loss and
ecosystem collapse is an urgent global
challenge, with the United Nations (UN)
Biodiversity Conference and the Kunming-
Montreal Global Biodiversity Framework
(GBF) underscoring the need for bold action.
Given our extensive land holdings and the
nature of our activities, we have the
opportunity and responsibility to ensure our
environmental performance both aligns with
society’s expectations and contributes to the
restoration of the natural environment. We
are committed to playing our part in
contributing to nature-positive outcomes for
industry and society.
In January 2024, we shared our support for
the ICMM’s Nature Position Statement. This
position sets out ICMM members’ approach
to contributing to a nature-positive future,
guided by GBF 2030 targets and ICMM’s
existing commitments in relation to
Indigenous Peoples, climate change, water,
and respecting human rights in line with the
UN Guiding Principles on Business and
Human Rights (UNGPs).
 
At its most fundamental level, nature
positive means “ensuring more nature in
the world in 2030 than in 2020 and
continued recovery after that”.1
In addition to our support for the ICMM’s
Nature Position Statement, and our role in
contributing to a nature-positive future, our
operations and decision-making is guided by
the following clear environmental-related
commitments:
We contribute to the global nature-
positive goal of “halting and reversing
biodiversity loss by 2030 from a 2020
baseline, with a full recovery by 2050”.
We do not explore or extract resources
within the boundaries of UNESCO World
Heritage sites.
All reasonable steps will be taken to
ensure future operations adjacent to
World Heritage sites are not incompatible
with the outstanding universal value for
which these sites are listed and do not put
the integrity of these sites at risk.
We respect legally designated protected
areas and ensure any new operations or
changes to existing operations are not
incompatible with the objectives for which
the protected areas were established.
We do not undertake deep-sea mining, and
believe it should not take place unless
comprehensive scientific research refutes
currently held evidence that it will
create significant environmental and
socioeconomic implications.
Building on our commitments and recognition
of the critical need for action, in 2024 we laid
the foundation for our nature strategy
through consultations with Indigenous
Peoples groups, investors, civil society
organisations, conservation groups, and our
employees. This strategy will direct our
nature-related activities, detailing our
ambitions, commitments, and targets
program, ensuring we take a focused and
measurable approach.
As we formalise the strategy and approach in
2025, we will continue to maintain an open
dialogue with stakeholders to ensure
society’s expectations inform our actions.
We also continue to develop and invest
in a global portfolio of nature-based solutions
to help address climate change and nature
loss, while generating positive outcomes for
communities in the regions where we
operate.
Nature target program
Our nature target program is a core
component of our nature strategy,
acknowledging the interconnectedness of the
4 natural realms – land, ocean, freshwater,
and atmosphere – and their ties to biodiversity
and society.
Building on the work of our 2023 water target
program, which was recognised externally as
industry-leading, we are widening our focus to
encompass nature more broadly. The
expanded program includes a Group-level
strategic target combined with a set of locally
focused, site-based improvement programs,
developed in collaboration with host
communities, Indigenous Peoples groups,
investors, civil society organisations, and
conservation groups.
Our Group target
Our Group target will focus on the health of our
receiving environments and surrounding
ecosystems for all managed operations
through an online dashboard, focusing on
biodiversity and the realms of nature. This
expands upon our interactive water
disclosure platform, released in 2023.
If we identify areas for improvement in the
receiving environment or ecosystem health,
we may also consider additional context-
based improvement programs as part of our
future focus.
Camera-White.gif
Image: The nursery at Richards Bay
Minerals, South Africa.
1.ICMM Nature Hub.
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Our site-based
improvement programs
Our site-based improvement programs,
developed in consultation with stakeholders,
represent a subset of initiatives to drive
performance at operational sites.
These projects will be selected based on their
risk profile, current performance, external
commitments and the interdependencies of
local communities and the environment.
Our nature target program helps us to
enhance the transparency of our nature
risk profile, challenges and management.
Progress on both the Group target and
site-based improvement programs will be
reported annually.
This approach, along with the data needed to
track progress, will help us contribute to a
nature-positive future.
Water
Water is a shared resource critical to
sustaining biodiversity, people and economic
prosperity. Increasingly disrupted weather
patterns and more extreme weather events
due to climate change and a growing world
population, mean efficiently managing water is
more important than ever.
The way we think about water and manage
associated risks reflects the diversity of our
operations and geographic locations. A small
proportion of our assets operate in water-
scarce regions, while others must remove
excess water to allow safe mining operations.
These are examples of the many potential
risks we manage across the life cycle of our
diverse operations.
We share water with the communities and
ecosystems surrounding our operations, and
we aim to avoid permanent impacts on those
water resources by carefully managing the
quality and quantity of the water we use and
return to the environment. This means
balancing the needs of our operations with
those of the local communities and
ecosystems. We do this while considering the
impact of climate change, already felt in the
level of rainfall and water security at some of
our operations. We understand this
responsibility extends beyond the life of
our operations.
To address this complexity, we adopt a
catchment-level approach to developing
potential solutions and managing our
operational risks and impacts. We use 2030
water stress as determined by the World
Resource Institute (WRI) to identify operational
catchments of most concern.
Group water risk profile (percentage of managed operations1)
Water resource
Is there enough water available for environment needs, community
needs and our operational use?
Our aluminium operations in Gladstone, Queensland, Australia, are
supplied with water from Awoonga Dam. Water restrictions could be
imposed on the supply in the event of a persistent drought. The water
resource risk for these operations is assessed as high.
Water quality and quantity
Does the way we manage water on site, or discharge excess water,
cause environmental impacts or operational constraints?
Our ilmenite mine near Havre-Saint-Pierre (HSP), in Quebec, Canada is
surrounded by ecologically and socially significant lakes and water features.
The quality and quantity risk for HSP mine is assessed as high and excess
water from the mine needs to be carefully managed. To ensure water is
released to the environment at a suitable quality, we are working on a multi-
year water management improvement project.
Dewatering
Does the removal of water from the operational areas of our sites
impact regional aquifers or our mine plans?
Impacts associated with dewatering and water supply activities in
the Pilbara, Western Australia, Australia are recognised as a very
high risk for our business. Returning water to the aquifers impacted
by our mining activities in a controlled manner is the focus of a
number of ongoing studies. We are also continuing to work with
Traditional Owners on water management.
Long-term obligations
Do our operational activities generate long-term or ongoing
obligations related to water?
We may sometimes generate impacts that we are required to manage
over the long term, such as post-closure pit lakes in the Pilbara, or
potential seepage from our waste rock or tailings facilities in our
aluminium and copper sites. Our systems and standards aim to ensure
that risks are identified early and managed appropriately and
responsibly throughout the asset life cycle.
1
13
25
37
l
Not applicable
l
Low risk
l
Moderate risk
l
High risk
l
Very high risk
1.Due to rounding, the sum may not total 100%.
To manage our water impacts, we first need to
understand the specific risks at more than 50
operating sites, as well as our overall Group
impacts. To do this, we have developed a
water risk framework that considers 4 risk
categories:
water resource
water quality and quantity
dewatering
long-term obligations.
We use this framework to identify, assess and
manage water risks. This comprehensive
approach extends beyond our mandatory
reporting obligations and allows us to have
relevant conversations about water risks
internally and with stakeholders in the
communities where we operate. In 2024, we
continued to embed the Group water control
library, a suite of critical controls and
associated performance requirements, to
manage our water risks.
Our Group water risk profile shows the level
of exposure against each of the 4 risk
categories. Most of our water risks sit in the
low to moderate range. There are some in
very high and high categories for each.
Regardless of the level of risk, we apply
rigorous standards and processes to
manage them. Above, we give examples of
how the risk framework has been applied
across some of our assets.
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2024 progress
Our water balance
Our Group water balance outlines where
water was withdrawn from, discharged to,
recycled or reused and consumed at our
operations.
The reported categories correlate with the
requirements of ICMM and the GRI.
We also report on our aggregated water
balance for sites in water-stressed areas. We
assess water stress using the WRI’s
Aqueduct Water Risk Atlas mapping tool.
Globe-red_dark.gif
For more information see our
2024 Sustainability Fact Book at
riotinto.com/sustainabilityreporting
Our water numbers
Our total operational withdrawals for 2024
were 1,230 gigalitres (GL) (2023: 1,169GL).
Freshwater, or category 1 quality,
withdrawals accounted for 412GL or 33% of
this total (2023: 424GL). Freshwater is
generally suitable for consumption with
minimal treatment required. Where possible,
we aim to minimise our extractions from
water sources of this quality.
Total discharges for 2024 were 668GL (2023:
692GL). Total water recycled or reused for
2024 was 300GL (2023: 303GL).
Our activity
In 2024, we completed our 2019-2023 water
targets program by incorporating 2023 water
usage data into our Surface Water Allocation
Disclosure dashboard. We will continue
adding new data to this dashboard to
maintain a rolling 5-year history. We have
also been working on preparing an
expansion of the same dashboard to include
groundwater data, with an aim to release this
update in 2025.
We progressed work on improving our
understanding of the cultural value of water
as part of an initiative being advanced by our
Australian Advisory Group. We also
continued to develop our Water Risk
Framework by enhancing our Group water
control library, as part of our Group-wide
refreshed assurance program.
Globe-red_dark.gif
For more information see riotinto.com/water
Biodiversity
We depend on healthy ecosystems to run a
sustainable business, and recognise our
responsibility to minimise and mitigate our
impacts on nature. We seek opportunities to
achieve no net loss of biodiversity, and protect
and restore ecosystems where we operate.
We recognise that the interconnected impacts
of climate change and nature loss pose
significant risks both to people and the
environment on which we all rely. Biological
diversity (biodiversity) is the foundation of
healthy ecosystems, which provide valuable
services that directly benefit the environment,
society and industries, including ours. Healthy
ecosystems support vital processes such as
water purification, soil stabilisation and climate
regulation – key aspects that underpin safe
and efficient mining and processing practices.
We also embrace, and are responding to,
increasing societal expectations for
improving our environmental performance,
societal engagement, transparency and
accountability across our value chain.
Managing biodiversity risk
Biodiversity impacts and dependencies are
crucial concepts in understanding the
interconnected relationship between people
and the natural environment, and addressing
these impacts and dependencies are
essential to developing sustainable practices
that conserve biodiversity and support
society.
Biodiversity impacts refer to the effects of
activities on the variety of life in a particular
habitat or ecosystem. While some impacts are
positive, there are several pressures that need
to be managed, including:
Ecosystems alteration: Urbanisation,
agriculture and industrialisation can
change water course, drainage patterns
and soil composition, affecting ecosystem
functions.
Pollution: Contaminants such as
chemicals, plastics, or discharges to air
and water can degrade ecosystems,
posing a risk to the health of species.
Climate change: Shifting climate
patterns and extreme events can disrupt
habitats, forcing species to migrate, adapt
or face extinction.
Overexploitation: Practices like
excessive fishing, hunting, and plant
harvesting, can reduce species
populations and diversity.
Invasive species: The introduction of
non-native species can disrupt
ecosystems by out-competing native
species, predating on them, or
introducing new diseases.
Fragmentation: The division of habitats
into smaller, isolated patches can reduce
species' range and hinder their ability to
reproduce, find food or adapt to
environmental changes.
Biodiversity dependencies consider how
people and society rely on, or hold
connections to, ecosystems, which are vital
for both biodiversity and supporting various
industries, such as mining and processing.
Examples can include:
Natural regulation: Processes such as
pollination, disease and pest regulation,
water purification, climate regulation, carbon
sequestration and soil stability.
Essential services: Access to food and
agriculture, raw materials, medicinal
resources, and fresh water.
Cultural connection: The deep connection
Indigenous and land-connected Peoples
have to, and their vast knowledge of, the
land, water and environment, as well as the
role nature plays in cultural traditions, identity,
and heritage.
Supporting foundations: Nutrient cycling,
photosynthesis and soil formation.
Understanding these impacts and
dependencies, we continue to assess our
nature-related risks across our operations
and associated activities.
2024 progress
We are active members of ICMM and other
industry associations and working groups
seeking to drive improvements for our
industry. Our involvement in the
ICMM Taskforce on Nature-related Financial
Disclosures (TNFD) Working Group, GRI
Biodiversity Technical Committee and the
ICMM Nature Working Group have also
contributed to the development of important
industry resources, including the ICMM’s
Nature Position Statement, the GRI
Biodiversity Standard, the draft Consolidated
Mining Standard, and the TNFD framework.
We are stronger together in tackling these
challenges. For example, through our
ongoing membership of the ICMM Nature
Working Group and continued engagement
with the Proteus Partnership - a unique
partnership agreement between major
businesses and the UN Environment
Programme World Conservation Monitoring
Centre (UNEP WCMC), which aims to make
global environmental information available to
support better decisions - and our
longstanding partnership with BirdLife
International.
Progress highlights for 2024 include:
Revised biodiversity priority site
assessment of our operating asset
potential impacts in the areas where we
operate by using global datasets of
threatened species, key biodiversity
areas, and protected areas, developed by
the UNEP WCMC. Refer to the 2024
Sustainability Fact Book for the
assessment outcomes.
Natural capital assessment pilot for our
Gove operations in the Northern Territory,
Australia to inform the understanding and
development of the natural capital decision-
making process to support nature value
accretion for all stakeholders through the
mine closure process.
Development of a systematic
methodology and a consultative approach
in understanding biodiversity material
exposures and opportunities across our
value chain.
Globe-red_dark.gif
For more information see riotinto.com/
biodiversity
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Land
In 2024, we rehabilitated 37 square kilometres
(km2) of land, mostly at our bauxite mines in
Australia and iron ore mines and exploration
areas in the Pilbara, Western Australia. We
also developed a geospatial dashboard for
internal use that displays each asset’s
disturbance and rehabilitation footprint, to help
our business better understand the impacts of
our land stewardship performance.
In Mongolia, we have rehabilitated 2.1km2 of
abandoned mine workings based outside our
operational footprint, along valley floors and
river beds in the Darkhan-Uul province. This
is part of Oyu Tolgoi’s commitment to the
Government of Mongolia’s national
movement to plant one billion trees by 2030.
We built and transitioned to the community 2
tree nurseries in the South Gobi, with a
capacity to produce 750,000 saplings a year.
We planted one million trees and distributed
80,000 trees to Oyu Tolgoi’s employees, and
provided 4 scholarships to students to study
forestry.
In 2024, our land footprint – total disturbed
area – was 1,762km2, a decrease of 51km2
compared to 2023. This includes all
disturbances at our operating assets and
activities, such as exploration activities,
smelters, mines and supporting
infrastructure.
Our rehabilitation teams continue to partner
with research centres and universities to
refine our rehabilitation approaches and
improve outcomes.
At our bauxite mines and refineries, we have
continued trials focusing on transforming
stored tailing material into soils that will
support plant growth. We also continued
trials using satellite and unmanned aerial
vehicle-derived data to test methodologies
aimed at providing insights to support
on-ground monitoring for vegetation and
erosion monitoring of rehabilitation. In
addition, 13 of our operations completed
rehabilitation trials to improve seed
germination, erosion and topsoil quality.
Book-red_dark.gif
For more information about our closure
work see page 39.
Waste
Waste and residues from our operational
activities are key areas of our environmental
risk management. In 2024, we continued to
focus on managing potential contamination
from these sources.
At some of our long-life assets, we continue to
evaluate waste management practices of the
past that have led to a need for remediation in
the present. We focus on finding better
ways™ to extract maximum value and to
transform waste and by-products from our
operations into materials the world needs. One
example is our work to sustainably extract and
produce high-purity scandium oxide at Sorel-
Tracy and tellurium at Kennecott.
We also continue to look for opportunities to
repurpose items we purchase at the end of
useful life. For example, over the last
2 years, we have partnered with a local
business to recycle end-of-life tyres and
conveyor belts used to move ore from our
operations across northern Australia.
Following a successful trial at the Argyle
diamond mine in 2023, we have expanded
the trial to Yarwun, Weipa and Boyne
Smelters Limited in Queensland.
Some of our assets generate mineral waste
with the potential to be chemically reactive,
requiring careful management to prevent
environmental impacts. We conduct
independent reviews every 4 years to assess
the effectiveness of our risk management
programs and identify areas for
improvement. In 2024, we completed this at
2 sites – Iron Ore Company of Canada (IOC)
mining operations in Labrador City,
Newfoundland and Labrador in Canada, and
QIT Madagascar Minerals (QMM) near Fort
Dauphin in the Anosy region of south-eastern
Madagascar.
Further opportunities to improve mineral
waste management will continue at both
sites in the short and long term.
Book-red_dark.gif
For more information about tailings
see page 39.
Air quality
Clean air is critical for the health of host
communities and the surrounding
ecosystems. We are working to improve air
quality management, focusing on emissions
of particulate matter and gases from our
operational activities, including mining,
materials handling, processing and
transportation. The potentially hazardous
emissions we monitor at operations are:
sulphur oxides (SOx), mainly at our
aluminium and copper smelters
nitrogen oxides (NOx), mainly from
burning fossil fuels
gaseous fluoride emissions from
aluminium smelters
respirable particulate emissions (PM10
and PM2.5), very fine particles from mining
and processing operations and from
burning fossil fuels.
We focus on reducing emissions at source
by upgrading equipment to use the most
appropriately available technologies, adding
air pollution control equipment, implementing
mitigation measures and using renewable
energy or alternative feed material where
possible. Our air quality management
programs include monitoring, sampling at
source, incident tracking and risk
assessments.
Many of our assets have multi-year air
quality improvement projects in place. For
example, at IOC, there is a multidisciplinary
working group focused on assessing dust
abatement options. We are mitigating dust at
the source by introducing new dust control
technology. The working group is also
exploring new mitigation options to further
limit fugitive dust emissions from
our operations.
We have expanded our air quality monitoring
network at IOC’s mine in Labrador City and at
our Rio Tinto Iron & Titanium Quebec
Operations Sorel-Tracy plant.
In some instances, we exceeded permissible
dust levels at nearby air quality monitoring
stations. We investigated all high dust
concentration events. Most resulted from
unusual forest fires, such as those close to
our operations in Labrador City, Canada,
where exceedances were observed over a
large region. Where IOC was found to have
caused the reporting exceedance, it was due
to calm winds and atmospheric inversions
when contaminants from the induration
stacks cannot disperse in the atmosphere
and remain close to ground level. Improving
our air quality monitoring network over the
coming years will help us to prevent dust
incidents in the future.
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Operational environment overview
2024
2023
2022
2021
2020
Significant environmental incidents1
0
1
1
2
0
Fines and prosecutions – environment ($’000)2
604.8
987.0
109.8
7.4
27.4
Land footprint – disturbed (cumulative square kilometres)3
1,762
1,813
1,775
1,700
1,595
Land footprint – rehabilitated (cumulative square kilometres)
587
552
522
494
490
Mineral waste disposed or stored (million tonnes)
979
983
978
1,005
987
Non-mineral waste disposed or stored (million tonnes)
0.66
0.73
0.75
0.65
0.47
SOx emissions (thousand tonnes)
74.3
72.8
66.2
70.2
75.7
NOx emissions (thousand tonnes)
64.9
67.2
64.6
62.3
65.2
Fluoride emissions (thousand tonnes)
2.26
2.61
2.36
2.36
2.27
Particulate (PM10) emissions (thousand tonnes)
169.0
169.5
146.3
142.3
143.2
1.Significant environmental incident is an incident with an actual consequence rating of high or very high. We measure and rate incidents according to their actual environmental and
compliance impacts using 5 severity categories: very low, low, moderate, high and very high. Very high and high environmental incidents are usually reported to the relevant product group
head and the Rio Tinto Chief Executive as soon as possible.
2.In 2024, we paid environmental fines from damage to water resources and pollution caused by using sub-standard seepage water for dust suppression on roads at Oyu Tolgoi, Mongolia;
penalty infringement notices associated with maintenance of a failed coke unloader, maintenance of a failed roof manifold, and release of a prescribed water contaminant at Boyne Smelters
Limited, Australia; contaminants release at an unauthorized point and failure to install and maintain required equipment, leading to non-compliance with environmental authority conditions at
Yarwun, Australia; facility acquired equipment without obtaining the required air permit approval at Boron operations, USA; discharge of pollutants into storm drains and surface waters at
Wilmington operations, USA; release of a contaminant into the environment exceeding the legal limit at Havre-Saint-Pierre, Canada; non-compliance with Environmental Quality Act at
Vaudreuil plant, Canada.
3.A reduction in cumulative disturbance from 2023-2024 is a result of the sale of Dampier Salt Limited’s Lake MacLeod operation.
Note: The numbers may change year to year and retrospectively due to reconciliations of data.
Mining and metals practices
Tailings
We engage with stakeholders throughout the
life cycle of our tailings storage facilities, from
design to closure. We also collaborate closely
with external bodies to improve the way
tailings are managed across our industry.
We operate 104 tailings storage facilities (TSFs)
across our global assets. Thirty-eight are active
TSFs, 24 are inactive and 42 are closed.
We work through technical committees and
joint venture relationships to support leading
practice in tailings management. Our full
tailings disclosure is available on our website.
We periodically update the list of TSFs to
reflect operational and ownership changes.
These include changes due to the transition to
closure or remediation obligations for legacy
assets, and reclassification of facilities.
Our facilities are regulated and permitted and
have been managed for many years to comply
with local laws, regulations, permits, licences
and other requirements. Tailings management
has been included in the Group risk register
since 2010, and our Group safety standard for
tailings and water storage facilities has been in
place since 2015. Our internal assurance
processes verify that our managed TSFs
operate in accordance with this standard,
which we updated in 2021.
Our TSFs have emergency response plans –
tested through training exercises in collaboration
with stakeholders such as local emergency
services – and follow strict business resilience
and communication protocols.
2024 progress
We have continued to progress our
implementation of the Global Industry
Standard on Tailings Management (GISTM).
This focuses on preventing tailings facility
failures, reducing the social and environmental
impacts of tailings facilities, and improving
engagement and transparency on tailings with
local communities. We have also assessed
our progress on implementation through self-
assessment and independent audits, using
ICMM’s GISTM Conformance Protocols.
In 2024, we completed implementation work
for the tailings facilities that have a “Very
High” or “Extreme” consequence
classification, except where longer-term
engineering works are required. However,
there is still work to do to embed the changes
made. The product group and Closure
implementation teams continue to work
towards full conformance for the remaining
tailings facilities by August 2025.
In August 2024, in accordance with Principle 15
of the GISTM, we updated our public tailings
disclosures for the “Very High” and “Extreme”
tailings storage facilities we operate.
We also updated our disclosures for the
other tailings facilities we operate that have
lower GISTM consequence classifications,
based on the Investor Mining and Tailings
Safety Initiative (IMTSI) request for public
disclosures on tailings.
Globe-red_dark.gif
For more information see riotinto.com/
tailings
In 2024, we:
Continued to regularly convene the Tailings
Management Committee with our designated
Accountable Executives. This provides
coordinated governance of tailings
management practices across the Group.
Conducted multidisciplinary risk assessments
for all our “Very High” and “Extreme”
consequence facilities.
Continued to play an active role in the ICMM
tailings working group, which provides
guidance to support the safe, responsible
management of tailings with the goal of
eliminating fatalities and catastrophic events.
Closure and repurposing
We are committed to being responsible
operators throughout the entire life of our
assets, delivering value at every stage – from
discovery to closure.
Today, we plan for the end right from the
beginning, incorporating closure in each
stage of the asset lifecycle in the way we
design, build and operate.
We work with communities, governments
and other stakeholders to complete closure
activities and repurpose and renew sites for
their next use.
At the end of 2024, closure provisions on our
balance sheet totalled $15.7 billion (2023:
$17.2 billion).
2024 progress
In 2024, we continued to mature our closure
practices and develop our expertise through
our approach.
Argyle diamond mine
We are rehabilitating the Argyle diamond
mine on the traditional lands of the
Miriwoong and Gija People in Western
Australia. We have made significant progress
on reprofiling the former processing plant
area and waste rock dumps, as well as
capping the tailings storage facility. We have
reached over 60% overall project completion,
and plans are underway to start removing
the Argyle mine accommodation facilities,
airport and utilities infrastructure in 2025.
We are continuing to review our contracting
strategy to increase work awarded to
Traditional Owner businesses and increased
our spend to A$44.9 million in 2024 (2023:
A$37 million).
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Gove refinery and residue
disposal areas
In 2024, we reached the halfway mark for the
demolition works at the Gove alumina refinery
in the Northern Territory, which is Australia’s
largest demolition project. We have removed
the refinery’s liquor purification units and other
structures, processing around 63,000 tonnes
of scrap steel for recycling.
The majority of the rehabilitation of the
former tailings dam, Pond 5, is complete,
with the opening of 3 spillways to allow
appropriate drainage from the newly capped
surface. We continue to work closely with
Gumatj and Rirratjingu Traditional Owners,
and the Northern Territory Government, to
plan for a future beyond mining. In 2024, we
spent A$85.5 million with Traditional Owner
businesses (2023: A$94 million).
Ranger Rehabilitation Project
In April 2024, we entered into a Management
Services Agreement (MSA) with Energy
Resources of Australia (ERA) to manage the
Ranger Rehabilitation Project with oversight
from the ERA board. The MSA builds on ERA’s
existing rehabilitation work and allows us to
directly share our technical expertise in
designing, scoping and executing closure
projects, including stakeholder and delivery
partner relationships.
In November 2024, ERA concluded its
entitlement offer and shortfall bookbuild, which
raised A$766.5 million (before costs) to fund
planned rehabilitation activities of the Ranger
Project Area until approximately the third quarter
of 2027. As a result of Rio Tinto taking up its pro
rata entitlements in the entitlement offer and the
level of participation by other ERA shareholders,
we hold approximately 98.43% of ERA’s shares.
As previously stated, we intend to move forward
with compulsory acquisition of all remaining ERA
shares we do not currently own.
Since commencing management of the
Ranger Rehabilitation Project in July 2024, we
have progressed work in Pit 3, preparing the
area for capping using amphirollers to dry the
area and starting the geotextile laying.
We remain committed to the successful
rehabilitation of the Ranger Project Area to a
standard that will establish an environment
similar to the adjacent Kakadu National Park,
a World Heritage site. We continue to work
with all key stakeholders, including the Mirarr
People to complete this important
rehabilitation project.
Legacy assets
We manage over 90 legacy assets in 9
countries and 35 tailings storage facilities
across our portfolio. For more information on
tailings management, see page 39. In 2024,
we progressed our study program to look for
opportunities to further optimise the long-term
management of our legacy portfolio.
Our approach
We proactively manage closure across our
business and make decisions based on the
full picture. This starts with strong
governance and a common approach across
our assets globally.
In 2023, we made it easier for operating assets
to fund progressive closure work to reduce our
impact. In 2024 we saw an increase in
progressive closure spend of 40%. This
important work helps to reduce our impact and
reduces closure costs long term.
We develop asset closure strategies to identify
potential future land uses and focus on
opportunities to reduce closure costs and risks
over the asset life cycle. We completed 4
additional asset closure strategies in 2024,
and now have these in place for 62% of our
active operations. All of our operating sites
have closure plans, and we are developing
closure plans for assets that have an indefinite
life, such as some port facilities. We review
these plans regularly to align with stakeholder
expectations and to incorporate lessons
learned from other closure projects. At
operations with joint ownership structures, we
endeavour to work in partnership with other
asset owners to ensure we consider closure
through asset design, planning
and operations.
A Closure Steering Committee, with
senior representatives from across our
business and chaired by Kellie Parker,
Chief Executive Australia, provides oversight
to our approach and finds opportunities for
improvements and alignment across
the business.
We actively manage risk and find
commercial opportunities within our portfolio.
In 2024:
We sold our interests in Sweetwater, a
former uranium legacy site in Wyoming,
US, for cash proceeds of $175 million.
This supports the local economy with a
new owner who is actively expanding
operations in the region.
We signed an agreement with Alteo for
Rio Tinto to be the last operator of the
Mange-Garri bauxite residue disposal
area in France to manage rehabilitation
and support repurposing. Alteo will
continue to operate and retain
responsibility for the Gardanne refinery.
Through targeted research and
development, we work to solve the
challenges of the future to reduce our
liabilities and create better outcomes.
We continued partnering with research and
academic organisations, start-ups and
technology solutions providers to find better
ways to close and repurpose our assets.
These include opportunities to reprocess
mineral and industrial residues, selectively
recover minerals from mine-influenced waters,
augment our knowledge base for closure, and
improve the rehabilitation and revegetation
execution and monitoring.
We have been progressing our research and
development program, seeking to remediate
and unlock value from our mine-influenced
waters. The initiative rethinks widely
established chemical water treatment
practices. It explores instead the possibility of
extracting selected constituents, including
potentially high-value ones, in a high-quality
form that can be commercialised. We are
building a testbed facility at our Kennecott
copper operations in Utah, US, to conduct
the first technology trials in a real
environment.
We started a project with the University of
Queensland to develop new ways to
monitor mine residues using drones and
ground sensors, improving safety and
land rehabilitation across mine sites.
We initiated a broad-acre field trial
investigating the scalability of converting
bauxite tailings into technosol, a growth
medium used for rehabilitation. The objective
is to provide an alternative to imported topsoil
during progressive rehabilitation activities. The
trial builds on previous greenhouse studies
and incorporates local knowledge to define
success criteria.
We are developing digital tools that help
us track our progress and predict
trajectories towards rehabilitation and
closure completion criteria on mine sites,
and combine in situ and remote sensing.
Book-red_dark.gif
For more information about our closure
risks see page 94.
Partnering for the future
To meet our commitments now and into the
future we work in partnership:
We announced two new 5.25MW solar
farms in the Northern Territory, Australia
at our Gove operations, to secure a more
sustainable power supply for the region
beyond mining.
We progressed our partnership with the
University of British Columbia and Curtin
University to develop the capabilities needed
to support closure in the future through
launching a third unit in the micro-credentials
program. Since the program launched in late
2023, 141 Rio Tinto students have
completed it, and there has been good
uptake from other mining companies and
government agencies.
We partnered with Curtin University to
support the development of the
Undergraduate Certificate in Land, Sea,
and River First Nation Ranger
Management and Practice, designed to
enhance the skills of Australian Traditional
Owner and Ranger Groups through a
comprehensive range of capability
development options.
We expanded an end-of-life tyres and belts
recycling trial to Yarwun, Weipa and Boyne
Smelters Limited in Queensland, Australia
to proactively reduce our waste inventory
and explore circular economy
opportunities. This follows successfully
recycling 800 tonnes of end-of-life tyres
and conveyor belts from the Argyle
diamond mine in 2023.
Book-red_dark.gif
For more information about closure
provisions and financial statements see
page 189.
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Our 2025 Climate Action Plan
The materials we produce and
the way we provide them to
society matter. We have
ambitious emissions reduction
targets and are now delivering
against those.
Decarbonisation is good for our business
and gives us confidence in the future. We are
a significant energy user and parts of our
portfolio are hard-to-abate, so it is exciting to
see some real momentum this year, in both
reductions in emissions and project
approvals.
Since we set our targets, we have delivered
5Mt CO2e in operational emissions
abatement, and our gross emissions are now
14% below 2018 levels, primarily from
renewable electricity contracts. Additionally,
in 2024 we have committed to abatement
projects, totalling 3.6Mt CO2e which are
expected to contribute to our target to reduce
net emissions by 50% by 2030.
The challenge is not straightforward - we
need to navigate a complex, rapidly evolving
regulatory landscape - but we are making
progress and maintaining financial discipline
while we do this. Despite the fragmented
policy landscape, decarbonisation can still be
good economics. Our projects are typically
net present value positive or neutral and
enhance the value of our business by
reducing our exposure to volatile fossil fuel
prices and higher carbon penalty costs.
Our decarbonisation investment process is
rigorous and rational and it aims to secure
structural, long-term, cost-efficient,
low-carbon alternative energy supplies.
We are also supporting our customers
and suppliers in reducing emissions
from our value chain, particularly those
from steelmaking. We are acting now and
investing in breakthroughs such as BioIron™
and electric smelting to scale up these new
technologies.
While we still have a long way to go, I am
proud of the progress our teams have made
so far. Our Climate Action Plan creates long-
term value for our shareholders which is why
we are recommending it for their approval at
our annual general meetings.
Jakob-Stausholm-white-2.gif
Jakob Stausholm
Chief Executive
About this Climate Action Plan and our reporting obligations
Our first Climate Action Plan (CAP) was
approved by investors at our 2022 AGMs. At
that time, we included a commitment to
report on our progress annually and update
the CAP every 3 years. This updated 2025
CAP retains our commitments to
decarbonise our assets and work with
customers and suppliers to reduce our value
chain emissions. It also shows how
the energy transition is at the heart of
our strategy.
The Board will put this updated CAP to
shareholders for a non-binding advisory vote
at the 2025 AGMs.
In 2024, for the first time, we have fully
integrated climate disclosures into our Form
20-F. This aligns with our commitment to
continually improve our reporting and align
with emerging standards, including the
International Sustainability Standards Board
(ISSB) International Financial Reporting
Standard (IFRS) for climate-related
disclosures (S2).
We support the ISSB’s goal to harmonise
disclosures about transition plans, and have
also considered the key principles of the
Transition Plan Taskforce (TPT) Framework
in setting out our CAP. Our reporting is also
guided by the CA100+ Net Zero Company
Benchmark and their Standard for
mining companies.
Camera-White.gif
Image: The solar photovoltaic and wind
power plants at our Diavik diamond mine in
Canada's Northwest Territories.
2024 at a glance
Gross Scope 1 and 2
emissions
30.7Mt CO2e
(adjusted equity),
(2023: 33.9Mt CO2e)
Scope 3 emissions
574.6Mt CO2e
(2023: 572.5Mt CO2e)
Percentage electricity from
renewable sources
78%
(2023: 71%)
Total decarbonisation spend
$589m
(2023: $425m)
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Our 2025 Climate Action Plan at a glance
Grow production of materials essential for the energy transition
Grow production
by ~3% per year
287.7Mt
624kt
3kt*
3,296kt
2024 production (Rio Tinto share basis, *2025 capacity at Rincon)
Ambition for compound annual growth rate
for copper equivalent production from 2024
to 2033, including inorganic lithium growth.
Reduce emissions from our own operations
50% by 2030, net zero by 2050
Increase renewable
power to >90%
Develop low-carbon
technologies for minerals
and metals processing,
refining and
smelting
Invest in sustainable
biofuel supply chains.
Transition to zero emissions
mining vehicles
Estimated
$5-6 billion
decarbonisation
capex by 2030
Invest in and develop nature-based solutions projects in
the regions where we operate
Partner to decarbonise our value chains
Helping our customers and suppliers to achieve their targets earlier and reach net zero by 2050
Steel value chain
Shipping
Reach net zero shipping by 2050
Develop existing, emerging
and future technologies
to decarbonise steel
production
Invest $200-350m in steel
decarbonisation between
2025-2027
Working across our value chains
Drive decarbonisation
at 50 of our highest-
emitting suppliers
Partner with bauxite
customers to reduce
emissions
Policy
People
Governance
Actively engage on climate and
energy policy aligned with net
zero ambitions
Embedding just transition
principles in our
decarbonisation strategy
Decarbonisation in short- and
long-term incentives
Board engagement on climate
Enhancing our physical resilience to a changing climate
Supporting the viability of our assets, our people and communities
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Grow production of materials essential for the energy transition
Our portfolio
Copper, lithium, aluminium and high-quality iron ore are fundamental to renewable energy infrastructure, electric vehicles, and energy storage
solutions. This global shift to a low-carbon economy is driving unprecedented demand for our commodities. Our ambition is to grow total
production by ~3% per year on a copper equivalent basis1.   
Highlights across our portfolio
Iron ore
High-grade iron ore from Iron Ore Company of Canada (IOC) and
Simandou in Guinea is essential for the production of low-carbon steel.
Investment in the development of our Pilbara operations and the
technology needed to produce low-carbon steel.
Aluminium
Acquisition of a 50% stake in Matalco in 2023 supports the growing
demand for low-carbon and recycled products.
A US$1.1 billion investment in expanding the AP Technology™ AP60
aluminium smelter in Quebec.
Investment in ELYSISTM technology development and trials.
Minerals
The Rincon lithium project in Argentina achieved first production.
Acquisition of the Burra™ Scandium Project in Australia.
Our recent agreement to acquire Arcadium Lithium plc will, subject to
acquisition completion, enable us to provide many of the key materials that
go into electric vehicle batteries.
Copper
Having increased our equity in 2022, the expansion of the Oyu Tolgoi
underground mine in Mongolia is a cornerstone of our copper strategy.
Expanding underground mining at Kennecott, targeting an additional
250,000 tonnes of copper production over the next decade2.
Joint venture with First Quantum Minerals on the La Granja project in Peru,
one of the world’s largest undeveloped copper deposits.
1.Ambition for compound annual growth rate (CAGR) for copper equivalent production from 2024 to 2033, including inorganic lithium growth.
2.The production target of around 250,000 tonnes of additional mined copper over the next 10 years (2023 to 2033) at Kennecott was previously reported in a release to the Australian
Securities Exchange (ASX) dated 20 June 2023 titled “Rio Tinto invests to strengthen copper supply in US”. Rio Tinto confirms that all material assumptions underpinning that production
target continue to apply and have not materially changed.
Using scenarios to identify climate risks and portfolio opportunities
Although climate change presents clear
growth opportunities for our commodities,
it also presents both physical and transition
risks to our portfolio if we fail to align our
business with a net zero future. The
transition to a low-carbon economy impacts
the commodities we produce and how they
are processed in our value chains –
particularly for carbon-intensive steel and
aluminium production. Carbon pricing
regulation is currently applied to our
operations and our customers. Increasing
climate policy ambition can therefore affect
our operational costs, markets and
technology development. Physical risks such
as extreme weather events, rising sea levels
and temperature fluctuations can disrupt our
supply chains, damage infrastructure and
impact the availability and cost of raw
materials.
We use scenarios to identify and assess risks
and opportunities, including climate, that may
affect our business in the medium and long
term. To assess transition risks, we use market
analysis for our short-term outlook, and our
Conviction and Resilience scenarios for our
medium- and long-term assessment. For
physical risks, we use an intermediate and
high emissions scenario. For planning
purposes, we define short-term as up to 2
years, medium-term as 2 to 10 years and long-
term as beyond 10 years.
Our short-term timeframe aligns with our annual
planning process. The medium-term timeframe
aligns to extended planning horizons for our
growth projects and emissions abatement
projects. Our long-term timeframe considers the
full lifespan of our mining assets and
infrastructure, and the continued impact climate
risks and opportunities are expected to have on
the business. Inevitably there is increasing
uncertainty in the assumptions and projections
further into the future, so there is inherent
uncertainty in the assessment of risks and
opportunities presented below.
Short-term assessment: While scenarios
provide a valuable long-term perspective, our
short-term outlook is guided by market analysis.
This allows us to respond swiftly to immediate
market conditions and trends, ensuring we are
agile and competitive in the near term.
Medium- and long-term assessment:
We use these scenarios to:
Identify and evaluate risks: These
include climate-related physical and
transition risks, both of which can impact
our business model, financial
performance and market positioning.
Assess opportunities: Explore
opportunities for innovation and
adaptation, such as the development of
low-carbon technologies and the
transition to renewable energy sources.
Inform strategic planning: Inform our
strategic decisions and investments,
ensuring our business remains resilient
and able to adapt to, and mitigate, the
challenges posed by climate change.
Our scenario approach is reviewed every year as
part of our Group strategy engagement with the
Board. We do not undertake climate modelling
ourselves, rather we determine the approximate
temperature outcomes in 2100 by comparing the
emissions pathways to 2050 in each of our
scenarios with the Shared Socio-Economic
Pathways (SSP) set out in the Intergovernmental
Panel on Climate Change (IPCC) Sixth
Assessment Report. We also consider the
carbon budgets associated with different
temperature outcomes which are inevitably
uncertain.
In 2024, we updated the scenario framework
used to assess the resilience of our business
under different transition-related scenarios.
Our Conviction and Resilience scenarios
translate our beliefs of the future into
macroeconomic drivers and improve our
understanding of policy impacts. These
scenarios underpin our fundamental
assumptions about long-term trends and we
believe they cover a realistic range of future
outcomes. They reflect what we anticipate
will happen rather than our aspirations. Our
core scenarios are crucial in guiding our
investment strategies and overall portfolio
strategy.
Additional scenarios (including our 1.5°C-
aligned Aspirational Leadership scenario) are
used to further evaluate the positive and
negative effects of the energy transition across
our portfolio. By considering various future
scenarios, we can identify risks and
opportunities, adapt to changes, and maintain
a resilient portfolio.
Our short-term carbon pricing assumptions
align with consensus price forecasts in each
region, accounting for transitional assistance,
such as free allocation, where appropriate.
Medium- to long-term carbon prices are
determined by national climate targets, and
our understanding of the marginal abatement
costs and objectives for each scheme.
The temperature outcomes of scenarios and
sensitivities are derived from complex
modelling which continues to evolve and is
inherently uncertain. The emissions
pathways in Conviction and Resilience limit
temperature rises to around 2.1°C, and
around 2.5°C by 2100 respectively, roughly
aligning with IPCC’s intermediate emissions
scenario (SSP2-4.5). We also use the
SSP2-4.5 and highest emissions scenario
(SSP5-8.5) in our bottom-up asset-level
physical risk and resilience assessments.
See pages 66-69 for more information.
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Our core scenarios
Conviction
This is our “central case” scenario and underlies strategic
planning and portfolio investment decisions across the Group.
Consequently we limit disclosure of our assumptions in Conviction. In
this scenario, countries will decarbonise at a moderate pace, with
greater awareness of climate-related physical damage triggering
more radical climate action over time. Real gross domestic product
(GDP) grows at 2.5% between 2023-2050, but energy intensity of
GDP reduces approximately 2.7% per year due to sectoral shifts and
greater efficiency. For the next decade, greenhouse gas (GHG)
emissions are slightly higher than those in the Resilience scenario
due to a higher GDP, but emissions then decline at a rapid rate due
to increased low-carbon electrification which supplies around half of
final energy by 2050. In Conviction, climate policies become more
ambitious and effective over time resulting in a temperature rise of
around 2.1°C in 2100. The impact on corporate balance sheets will
be mixed - overall, although carbon pricing varies by region, it will
increase costs. GDP growth and the global energy transition are
expected to increase demand for copper, lithium and aluminium
through to 2050. Steel demand is expected to grow more modestly,
and incentives to recycle scrap increase. Lower quality iron ore
products are expected to receive greater discounts.
Resilience
Although described as a scenario, Resilience is simply a sensitivity
analysis that is designed to test our annual plan and investment
proposals. Weaker governance, declining global trade, and lower
economic growth lead to less effective climate action. Real GDP
growth only averages 1.6% between 2023 and 2050. Lower
economic growth and a slower energy transition lead to lower
commodity demand and prices across all time periods compared
to Conviction. Lower policy ambition and the inability of the
international community to tackle carbon leakage without resorting
to protectionism leads to climate policies advancing sporadically
and in an uncoordinated way. Overall there is only a 30%
reduction in GHG emissions by 2050. The result is a temperature
rise of around 2.5°C by 2100. Consequently, climate-related
weather events and natural disasters become more frequent and
severe in this scenario but are met by fragmented and variable
policy responses.
Aspirational Leadership scenario 1.5°C
This scenario reflects our view of a world of high economic growth, significant social change and accelerated climate action that achieves net
zero emissions by mid-century. While GDP growth is similar to that in our Conviction scenario, significantly more ambitious climate policy limits
warming to 1.5°C (aligning with SSP1-1.9). This scenario affects our balance sheet in different ways and is subject to great uncertainty. Overall,
in Aspirational Leadership the Group's economic performance would fall between Conviction and Resilience. While higher scrap use reduces
the medium-term demand for Pilbara products, increased carbon pricing and penalties boost long-term demand for high-grade iron ore.
Aluminium demand growth is limited in the short term, but increases in the longer term. Copper demand grows due to increasing electrification,
strong GDP growth, and accelerated electric vehicle (EV) penetration. These trends also support minerals projects.
Despite global agreements reached in Glasgow and Dubai, emissions today continue to rise, making the 1.5°C goal of the Paris Agreement
unlikely to be achieved. Our operational emissions targets align with 1.5°C, and consequently, so do our decarbonisation investment decisions.
However, we do not use Aspirational Leadership in our broader strategic or investment decision-making and so did not update all the
assumptions Aspirational Leadership in 2024. Overall, based on the Aspirational Leadership scenario pricing outcomes, and with all other
assumptions remaining consistent with those applied to our 2024 financial statements, we do not currently envisage a material adverse impact
of the 1.5°C Paris-aligned sensitivity on asset carrying values, remaining useful life, or closure and rehabilitation provisions for the Group. It is
possible that other factors may arise in the future, which are not known today, that may impact this assessment.
Additional scenario parameters
The next table shows some of the key data points that define our scenarios. The new central case “Conviction” scenario assumes climate policy
ambition is almost equal to that in our previous scenario “Competitive Leadership”. This reflects our observation of higher carbon price
expectations and more concrete national mitigation plans. These data points are derived from our internal macroeconomic and energy models
and form the basis for all our long-term commodity analysis.
Key scenario metrics
Base year
Conviction
Resilience
2023
2030
2023–2050
CAGR
2030
2023–2050
CAGR
Average exposed carbon price, (2023 US$/t CO2e)1
35
78
8%
66
5%
Global GHG emissions, Gt CO2e
54
55
-3.2%
51
-1.8%
Global CO2 combustion emissions, Gt CO22
33
32
-4.6%
31
-2.7%
Global final energy demand, exajoule (EJ)
398
423
0.1%
414
0.2%
Electricity share of final energy, %
27%
32%
3.8%3
32%
2.2%3
Non-fossil share of electricity generation, %
46%
63%
6.5%3
60%
4.2%3
1.Simple unweighted average across Australian, European and North American national carbon schemes.
2.While total GHG emissions is the primary metric for estimating global warming, CO2 combustion emissions give a clearer picture of the energy transition in the power and industrial sectors.
3.Indicates annual % growth of total electricity generation and non-fossil electricity generation.
Transition risks and opportunities are broadly higher in the Conviction scenario than in the Resilience scenario due to greater volatility.
In addition to the demand outlook, the main factors which influence whether operations stand to gain or lose from the energy transition include
how emission-intensive an operation is relative to its industry peers, its geographical location (affecting which climate policies it will be subject
to), and how suitable the product is for downstream decarbonisation.
There are no portfolio adjustments made to the Group’s medium to long-term plan under the various scenarios. Additionally, as our
macroeconomic modelling involves a range of variables, isolating and measuring the impact of specific climate risks and opportunities
is challenging. Therefore, the potential quantitative financial impacts are not disclosed. Furthermore, we do not publish our commodity
price forecasts as this would weaken our position in commercial negotiations and might give rise to concerns from regulators and
market participants. As good practice on scenario analysis and climate modelling evolves, we will continue to evaluate the robustness of our
assessments of climate-related risks and opportunities drawing on more recently published studies and analysis.
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Portfolio risks and opportunities in the low-carbon transition
Impact
l
Opportunity/positive impact
l
Neutral/no or minimal impact
l
Risk/negative impact
Short-medium term (0-10 years)
Long-term (beyond 10 years)
Cross-
commodity
lThe energy transition contributes to near-term demand growth
across most of our commodity portfolio, especially in
Conviction. Our ambition is to grow total production by ~3%
per year on a copper equivalent basis from 2024 to 2033.
lClimate policy-related costs are rising in all regions, but
considerably faster in OECD countries. These are likely to rise
quickly in Conviction, creating financial incentives to
undertake decarbonisation at many of our operations. In
Resilience, carbon prices in developing countries increase
more slowly.
lBy 2030, carbon penalties are projected to cost $0.3 billion
annually, rising to $0.6 billion by 2040 assuming there is no
reduction in our emissions.
lRecycling and end-use efficiency improvements put downward pressure on
demand, especially in Conviction, displacing some high-cost supply in our
key markets. This will not be enough to offset growth in demand for primary
supply.
lIn Conviction, decarbonisation will become increasingly important to gain a
social licence to develop new greenfield projects and for existing operations to
remain profitable. However, carbon costs will be offset by higher commodity
prices, and the potential for low-carbon operations to gain a competitive
advantage in some markets. In Aspirational Leadership, demand for transition
materials in the long-term offsets slightly lower demand for lower grade iron ore.
Iron ore
lCarbon costs are expected to rise at our Australian
operations, but they represent a small component of our
overall costs, and will therefore only have a limited impact on
our margins during this time period.
lSteel producers are protected from rising carbon prices by
transitional assistance (eg Europe) or exemption mechanisms
(eg China), resulting in a slower rate of transitioning to low-
carbon steelmaking. This limits any potential impact on
consumer preferences for different kinds of iron ore.
lThere is lower GDP growth and lower demand for iron ore in
Resilience compared with Conviction in the medium and long-
term.
lRising carbon prices, especially in Conviction, will become more material at
our Australian and Canadian operations, and at the Simandou project
approximately a decade later. In Resilience, Simandou is likely to remain
unaffected by carbon costs for several decades.
lAs carbon prices rise, and transitional assistance is phased out, carbon
costs on steel producers will increasingly favour low-carbon steelmaking and
higher-quality ores. This will increase demand for our high-grade iron ore
from the Simandou and Canadian operations which also has lower energy
requirements when used in a blast furnace.
lThe impact of low-carbon steelmaking on the relative economic value of
different iron ore products, particularly lower grades, depends on the
different technologies that reach a mature phase of development. Although
consumer preferences may change, we also have some flexibility to alter
our products’ technical specification.
Aluminium
lCarbon costs are expected to rise, particularly at our
refineries and smelters in Eastern Australia which currently
rely on emission-intensive electricity. This will result in
increased energy costs.
lPolicies to prevent carbon leakage are likely to emerge,
supporting the continued production of aluminium in OECD
countries, but the implementation is highly uncertain.
lThe contribution of aluminium to Group EBITDA averaged
11% over the period 2019-23 (using long-run consensus
pricing). Given our ambition to diversify our portfolio, we
expect its contribution to rise to around 15% by 2033 (on a
consistent basis).
lIn Conviction, carbon prices will push aluminium producers in OECD countries
to switch to renewable and zero-carbon power and look for alternatives to
current anode technology (eg ELYSIS™). Lower prices in Resilience may
delay hard-to-abate decarbonisation by a decade or more
lOur hydro-based production in Canada and decarbonisation projects in
Australia will find markets in regions with a low-carbon premium such
as Europe.
lAnnual demand for low carbon aluminium in Conviction is projected to be
approximately 1.8 times greater by 2050, while demand in demand in
Aspirational Leadership is expected to be higher than this.
Copper
lElectrification is supportive of near-term demand for copper,
which is crucial to products such as renewable energy
infrastructure and electric vehicles. Electric vehicles use 3-4
times more copper than conventional vehicles.
lCarbon costs at our operations (in the US, Mongolia, and
Chile) are currently low and unlikely be to material until the
mid to late 2030s in all scenarios.
lThe contribution of copper to Group EBITDA averaged 9%
over the period 2019-23 (using long-run consensus pricing).
Given our ambition to increase copper production, we expect
its contribution to rise to around 20% by 2033 (on a consistent
basis).
lElectrification continues to support copper demand in both scenarios,
supporting prices and incentivising growth projects. Electricity consumption
growth is almost twice as strong in Conviction due to a higher GDP and a
faster energy transition.
lAnnual copper demand in Conviction is projected to be approximately 1.8
times greater by 2050, while demand in demand in Aspirational Leadership
is expected to be higher than this.
lCopper smelting is less energy-intensive relative to other metals, further
supporting demand.
Minerals
lIncreasing use of EVs supports strong growth in the demand
for battery minerals such as lithium.
lCarbon costs are expected to rise at our mineral operations in
South Africa.
lHigher demand and prices for transition materials in
Conviction and Aspirational Leadership than in Resilience in
the medium to long term.
lThe net impact of climate policy on our diamond business is
likely to be minimal as carbon costs are unlikely to be a large
fraction of their market value.
lLithium is expected to significantly contribute to the Group’s
production growth, and we expect its contribution to rise to over
10% of Group EBITDA by 2033 (using long-run consensus
pricing, including inorganic lithium growth).
lEven though battery technologies will develop over time, demand for
primary lithium supply will be robust, with EVs dominating the market in
Conviction over the next couple of decades, especially in China and Europe.
lLong-duration energy storage may support demand for lithium and other
battery materials, but there are competing alternative technologies.
lCarbon costs will increase at energy-intensive titanium dioxide mining and
processing operations in South Africa and Canada, making continued use of
fossil fuels economically unattractive.
lDigital technologies and ride sharing may lower the demand for personal
vehicle ownership in some markets.
lLithium demand is expected to grow more than 6 times by 2050 in
Conviction.
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Strategic alignment with the low-carbon transition
With higher GDP growth and a faster low-carbon transition, our economic performance is stronger in Conviction than in Resilience. Higher
carbon penalties and the potential impact on demand for mid and lower grade iron ore result in weaker economic performance in Aspirational
Leadership than in Conviction. Overall, our portfolio is resilient under scenarios aligned with 1.5°C, 2.1°C and 2.5°C outcomes. The low-carbon
transition is at the heart of our strategy. This mitigates risks associated with stricter carbon regulations and changing consumer preferences and
positions us to capitalise on the growing demand for transition materials.
Transition materials metrics
Our products are classified as key transition materials (KTM) and other transition materials (OTM), aligning with the CA100+ Net Zero Standard
for Diversified Mining Companies. Iron ore and gold are classified as transition neutral materials (TNM). We divested the last of our coal assets
in 2018. Production of KTMs and OTMs increased by 11% and 2% respectively in 2024 on a copper equivalent basis.
Commodity
Classification
Year ended
31 December
Emissions Mt
CO2e5,6
Production1
Consolidated
sales revenue2
US$millions
Capital
expenditure3
US$millions
Operating
assets4
US$millions
2025 guidance Rio Tinto production
share, unless otherwise stated
Lithium
('000 tonnes)
KTM
2024
155
1,098
2023
27
834
Copper7 (mined)
('000 tonnes)
KTM
2024
2024: 1.0
2023: 1.0
624
2024: 4,728
2023: 3,218
2024: 2,055
2023: 1,976
2024: 22,124 
2023: 21,050
Copper (mined and refined,
consolidated basis): 780 to
850kt
2023
562
Copper7 (refined)
('000 tonnes)
KTM
2024
248
2023
175
Silver (mined)
('000 ounces)
OTM
2024
4,236
2024: 98
2023: 53
2023
3,811
Silver (refined)
('000 ounces)
OTM
2024
2,314
2023
1,407
Molybdenum
('000 tonnes)
OTM
2024
3
2024: 159
2023: 130
2023
2
Gold (mined)
('000 ounces)
TNM
2024
282
2024: 797
2023: 476
2023
282
Gold (refined)
('000 ounces)
TNM
2024
144
2023
74
Aluminium8
('000 tonnes)
OTM
2024
16.0
3,296
9,363
1,256
12,017
3.3 to 3.5Mt
2023
17.4
3,272
9,239
847
11,919
Alumina8
('000 tonnes)
OTM
2024
5.7
7,303
1,522
279
804
7.4 to 7.8Mt
2023
5.8
7,537
1,204
325
1,315
Bauxite8
('000 tonnes)
OTM
2024
1.0
58,653
2,110
159
2,289
57 to 59Mt
2023
0.9
54,619
1,533
159
2,649
Minerals9
(‘000 tonnes/carats)
OTM/TNM
2024
1.7
See footnote
10
2,954
379
3,662
Titanium dioxide slag: 1.0 to
1.2Mt
2023
3.2
3,242
380
4,063
Iron ore
('000 tonnes)
TNM
2024
3.7
287,676
30,804
5,108
20,903
IOC11 iron ore pellets and
concentrate: 9.7 to 11.4Mt
Pilbara iron ore (shipments,
100% basis): 323 to 338Mt
2023
3.7
290,171
33,772
3,193
20,594
Thermal and
metallurgical coal
Not
applicable
2024
2023
Further notes on production and capacity
Mined copper: On track for 1Mt copper production within 5 years.
Lithium carbonate (Rincon 3000): System capacity of 60kt; first production in 2028 with 3 year ramp up to full capacity. The production target of approximately 53kt of battery grade lithium
carbonate per year for a period of 40 years was previously reported in a release to the ASX  dated 4 December 2024 titled “Rincon Project Mineral Resources and Ore Reserves: Table 1”.
Rio Tinto confirms that all material assumptions underpinning that production target continue to apply and have not materially changed. Plans are in place to build for a capacity of 60kt of
battery grade lithium carbonate per year with debottlenecking and improvement programs scheduled to unlock this additional throughput.
Iron ore (Pilbara System): System capacity of 345-360Mt mid-term.
Notes:
1.Production figures are measured according to Rio Tinto's ownership % share of each site. For further details on the % share, see pages 275 and 276 where these have been highlighted.
2.Consolidated sales revenue by product, as defined within Consolidated sales revenue by product on page 179, include 100% of subsidiaries’ consolidated sales revenue and Rio Tinto’s
share of the consolidated sales revenue of joint operations but exclude equity accounted units. The product analysis above does not include certain other products and freight services
disclosed in note 6 on page 179, which are not considered material.
3.Capital expenditure by product is the net cash outflow on purchases less sales of property, plant and equipment, capitalised evaluation costs and purchases less sales of other intangible
assets as derived from the Consolidated Cash Flow Statement. The details provided include 100% of subsidiaries’ capital expenditure and Rio Tinto’s share of the capital expenditure of joint
operations but exclude equity accounted units. The product analysis above excludes amounts that are not directly attributable to individual commodities.
4.Operating assets by product recorded above are the net assets of subsidiaries, joint operations and the Group’s share relating to equity accounted units adjusted for net (debt)/cash and
post-retirement assets and liabilities, net of tax, after the deduction of non-controlling interests. The product analysis above excludes amounts that are not directly attributable to individual
commodities.
5.Scope 1, 2 and 3 emissions are measured on an equity basis and align to the Rio Tinto ownership % share used to record production values. For additional information on our emissions
methodology, see our 2024 Sustainability Fact Book.
6.The emissions in this table are Scope 1 and 2 GHG emissions (market-based) for the operating sites producing the commodity listed. The total differs from the full Group share reported
numbers as these exclude development, closure sites, marine and corporate emissions.
7.Copper production from Oyu Tolgoi, Rio Tinto Kennecott and Escondida has been certified under the Copper Mark system. The Copper Mark certification for Escondida has been obtained
via BHP which is the majority partner.
8.For a list of assets certified under the Aluminium Stewardship Initiative, see our 2024 Sustainability Fact Book.
9.Minerals comprise titanium dioxide slag (OTM), borates (TNM), salt (TNM) and diamonds (TNM).
10.2024 mineral production is as follows:
(a)Titanium dioxide slag (‘000 tonnes): 990 (2023:1,111)
(b)Borates (‘000 tonnes): 504 (2023: 495)
(c)Salt (‘000 tonnes): 5,823 (2023: 5,973)
(d)Diamonds (‘000 carats): 2,759 (2023: 3,340)
11.Iron Ore Company of Canada continues to be reported at Rio Tinto share.
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Scope 1 and 2 emissions: Reduce emissions from our own operations
We aim to reduce our net Scope 1 and 2 emissions by 50% by 2030 (relative to 2018 levels),
and to reach net zero by 2050.
We follow the principles of the mitigation
hierarchy, prioritising abatement of emissions
from electricity generation and use, process
emissions and direct fuel consumption. In
line with the IFRS standard on climate-
related disclosures (S2), we report gross and
net emissions separately. Our target applies
to our net operational emissions on an equity
share basis. Our gross Scope 1 and 2
emissions reductions are expected to be at
least 40% by 2030, and the use of carbon
credits towards our target will be limited to
10% of our 2018 baseline. In 2024, our net
emissions include the use of Australian
Carbon Credit Units (ACCUs) by our
Australian assets to comply with the
Safeguard Mechanism in the calendar year
20241. Our targets cover more than 95% of
our operational emissions and are calculated
using the market-based Scope 2 method. To
ensure a focus on real reductions and
comparability over time, we adjust our 2018
baseline to exclude emissions reductions
achieved by divesting assets and allow
increases associated with acquisitions.
While there is no universal standard for
determining the alignment of targets with the
Paris Agreement goals, we concluded that
our Scope 1 and 2 target for 2030
was aligned with efforts to limit warming to
1.5°C when we set it in 2021. At that time,
KPMG provided limited assurance over the
alignment of this target with efforts to limit
warming to 1.5°C. Our targets were not
set using a sectoral decarbonisation
approach as there was no sector-specific
methodology then. This remains the
case today.
We use emissions metrics and other
measures to track our progress towards
our targets. We monitor and report this
progress to the Executive Committee
through an internal quarterly reporting
process, which includes operational
emissions and progress on abatement
projects across our decarbonisation
programs. KPMG provided limited assurance
over our 2024 progress reporting against our
Climate Action Plan in addition to its
reasonable assurance of our Scope 1 and 2
emissions, and limited assurance of Scope 3
emissions. KPMG’s statement is included at
the end of the report. 
The 4 most significant sources of
operational emissions are:
electricity (purchased and generated)
- 37%
carbon anodes in aluminium and
reductants in titanium dioxide furnaces
- 25%
fossil fuels for heat at our processing
plants and alumina refineries - 23%
diesel consumption by our mining
equipment and rail fleet - 13%.
While our asset portfolio has evolved since
2018, as we orient our growth to transition
materials, the share of emissions from our
different commodities has remained stable.
Today, approximately two-thirds of our
emissions are generated from our Aluminium
business. 
Our Group-wide consumption of electricity is
approximately 4 times that of other global
diversified mining majors, due to the high
energy intensity of the Aluminium business.
However, 78% of the electricity we use is
from renewable sources and we are making
investment and supply decisions to increase
this to around 90% by 2030.
2024 gross Scope 1 and 2 emissions (adjusted equity basis)
30.7Mt CO2e
2023: 33.9Mt CO2e (adjusted for acquisitions)
chart-05.jpg
l
Electricity
l
Transition
l
Processing
l
Other
Note: Emissions are presented on an adjusted equity basis.
1.The compliance period for the Safeguard Mechanism is from 1 July to 30 June and does not align with our calendar year reporting. So the carbon credits used towards our 2024 net
emissions calculation include Australian Carbon Credit Units (ACCUs) that were retired for compliance for the period 1 January to 30 June 2024 plus a projection of the number of ACCUs
we expect to retire for the period 1 July to 31 December 2024. See Nature-based solutions section on pages 56-57 for further detail.
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Progress, lessons learned and our approach today
Our approach to decarbonising our operations has evolved since 2021 when we first set our targets and CAP. This is partly due to the challenge
of developing new technologies and implementing large-scale physical infrastructure projects. We have also found opportunities to contract
renewable electricity and use renewable diesel.
Highlights from our
2021 CAP
Progress, lessons learned and our approach today
Aim to install 1GW of
wind and solar
capacity in the
Pilbara (using our
capital)
The emissions reductions we have achieved since 2018 are mostly the result of decarbonising power, but developing large-scale
renewables projects in the Pilbara has taken longer. We need time to engage with Traditional Owners and to find appropriate sites. In
addition, as we do not expect to deploy battery-electric haul trucks in the Pilbara before 2030, we now estimate we require
approximately 600-700MW of renewable power capacity to displace 80% of our gas consumption for power generation. We are making
progress and have now completed construction of a 34MW solar power plant at Gudai-Darri along with battery storage at Tom Price.
Together with the Ngarluma Aboriginal Corporation, we are progressing the development of an 80MW solar PV facility near Karratha.
We are also exploring a renewable energy project with the Yindjibarndi Energy Corporation (YEC) consisting of 75MW of solar on a
greenfield site near Millstream Chichester National Park.
Beyond the Pilbara, we have made substantial progress on renewables deployment around the world with our own capital investments and
through commercial agreements. This includes projects at Kennecott and Diavik, PPAs at Gove, Amrun, QIT Madagascar Minerals, Richards
Bay Minerals, Escondida and in the US. In addition, we have procured and retired bundled and unbundled energy attribute certificates
(EACs, including Renewable Energy Certificates and Guarantees of Origin) for select locations around the world, though these represent
less than 5% of our total electricity use.
Develop green
repowering solutions
for the Boyne Island
and Tomago smelters
For our Gladstone assets, we have signed PPAs for a combined 2.2GW of renewable energy, catalysing the development of new large-scale
renewable energy in Queensland. Government support for repowering is needed to maintain competitiveness of the highly energy-intensive,
low-margin smelters. We secured a standalone support agreement with the Queensland Government in August 2024, and in early 2025, the
Australian Government announced an aluminium production credit to help sustain and grow aluminium smelting in Australia. Together these
initiatives provide critical support for our Gladstone aluminium operations’ transition to renewable energy. Early in 2024, Tomago launched a
Request for Proposal process seeking proposals from market participants for renewable energy and storage solutions. The process
highlighted significant cost and schedule complexities in the New South Wales energy market, introducing risks to finding a competitive
repowering solution for the Tomago smelter. We continue to partner with industry, energy market participants and governments to identify
repowering pathways for a competitive, low-carbon future for aluminium in New South Wales.
Advance the
deployment of zero
emissions trucks
We continue to work with BHP, Caterpillar and Komatsu to accelerate the development of battery-electric haul trucks. In addition we
have invested in the deployment of 8 smaller-sized battery-swap electric trucks at Oyu Tolgoi. However, we do not expect wide-scale
deployment if large-scale electric trucks before 2030 due to technology maturity globally.
Given this slower pace of technology development, we are developing alternative solutions in the interim. We have invested in renewable
diesel with Kennecott switching to this in 2024, following the successful transition at our Boron mine in California the year before. We have also
started to develop our own biofuel supply with an investment in 3,000 hectares in Queensland, Australia to plant Pongamia saplings.
Advance the use of
hydrogen in our
alumina refineries
Research, development, scale-up and deployment of new low-carbon technology can take decades and can also take longer than expected,
particularly for industrial heat and process emissions that are hard to abate. Even if successful developments are unlikely to contribute
substantial emissions abatement before 2030 target but will need to be commercially viable for widespread deployment to reach net zero by
2050. 
We are working with Sumitomo and the Australian Renewable Energy Agency (ARENA) to build a 2.5MW electrolyser at our Yarwun refinery
to supply more than 125 tonnes of hydrogen per year and test its use in alumina calcination. In addition, we are progressing double digestion
technology at Queensland Alumina Limited. This will involve process changes that can lower the temperature of the process and reduce
energy consumption and carbon intensity.
Beyond alumina refining, we are also trialling BlueSmelting™ at our RTIT Quebec Operations - a pre-reduction process for ilmenite. Our new
joint venture with Aymium, Évolys Québec Inc. will manufacture a biocarbon product sourced from biomass residues, as an alternative for
anthracite currently used in ilmenite smelting processes at Rio Tinto’s Critical Minerals and Metallurgical Complex in Sorel-Tracy.
Bring ELYSIS™ to
commercial scale by
2024 at our Alma
smelter
ELYSISTM is a breakthrough technology that removes the carbon anodes in aluminium smelting - a process that has been used globally for
over 100 years. It continues to experience the scaling challenges and learning rates typical of major technology changes. We continue to
make progress in developing ELYSIS™ technology with our partners and in 2023 commissioned prototype (100kA) cells at Alma. We
continue work to commission commercial scale 450kA cells - this is now expected in 2025, having originally aimed for commissioning in
2023. In addition, we are also investing in the deployment of 10 smaller-scale 100kA cells at Arvida.
Build capability to
invest in and develop
nature-based
solutions projects
Our abatement projects continue to be complemented by investment in nature-based solutions and the purchase of high-quality carbon
credits. We are also applying our integrity screening criteria to the ACCUs we procure to meet our Safeguard Mechanism obligations
in Australia.
The IFRS S2 reporting standard now requires that companies with net emissions targets should be explicit about the gross reductions
they are targeting and provide the reader with detail on the quality of the carbon credits that are used towards the net emissions targets.
The use of carbon credits towards our 2030 target is limited to up to 10% of our 2018 emissions baseline. For more information about
our use of offsets, see pages 56-57.
We estimated capital
investment in
decarbonisation of
$7.5bn by 2030
Our target to reduce emissions by 50% by 2030, relative to 2018 levels, remains unchanged. However, we believe achieving this will require less
capital investment, which is now estimated at the lower end of $5-6bn over the period 2022-2030, and more operating expenditure. We need to be
disciplined about our capital investment and make a commercial case for each mitigation project. Our experience shows that we cannot solve this
simply by allocating capital. To accelerate our emissions we will take advantage of commercial solutions that can be ready in the market this
decade which includes the use of renewable diesel in our mining fleets, or PPAs for renewable electricity alternatives. Since 2021, our energy
contracts have underpinned new investment in wind, solar and energy systems with an aggregate value of over $8bn.
Incorporate climate
into the Chief
Executive’s short-term
incentive plan (STIP)
up to 5% of the total
Decarbonisation makes up 10% of our STIP today and now applies to 27,000 of our people, including our CEO. It has also been
incorporated into senior leadership Performance Share Awards in the long-term incentive plan (LTIP).
Report emissions
using a hybrid of
location- and market-
based approaches
In 2023, we updated our reporting methodology and now use market-based Scope 2 emissions in our primary metric and target.
Consequently, the Bell Bay Aluminium and ISAL smelters, which are physically co-located and contracted with hydropower facilities, now
report emissions under this new methodology.
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We face two underlying challenges in delivering
net reductions in absolute emissions. First,
production growth increases emissions and we
need additional abatement to address this.
This growth may be brownfield (such as in the
Pilbara) or greenfield (such as Simandou).
And secondly, in our existing mining operations,
increasing work indexes, with longer haul
distances and declining ore grades, typical for
the mining sector, mean that more energy is
required to achieve the same level of production
output.
Our adjusted gross Scope 1 and 2 emissions
were 30.7Mt CO2e in 2024.  In 2024 we made
significant progress and reduced our emissions
by 3.2Mt CO2e. This has primarily been
achieved by new renewable energy contracts,
including the limited use of unbundled
renewable energy certificates in locations
where new generating assets are under
development or where power purchase
agreements have been agreed. In addition
we have made commitments to projects that
are expected to deliver abatement of around
3.6Mt CO2e per year in future periods mostly
through renewable electricity and biofuels. In
addition, imminent investment decisions could
deliver further abatement by 2030 and include
new energy solutions at BSL and fuel-
switching and electrification in the Queensland
Alumina Limited (QAL) and Yarwun alumina
refineries.
Our 2025 target is to reduce net emissions
by 15% below 2018 levels. In 2023, we
reported that while we expected to have
committed to abatement projects
representing more than 15% of group
emissions, that delivered abatement would
lag this target. Since then, we have executed
a number of commercial partnerships and
transactions that have allowed us to
decarbonise faster. We have now reduced
gross operational emissions, by 14% below
our 2018 levels. After applying high integrity
offsets our net Scope 1 and 2 emissions are
17% below our 2018 baseline.
Progress on abatement will not be linear.
Delays are the result of a range of factors,
including engineering and construction
challenges, pace of development of new
technology and energy systems in the
locations in which we operate, and the need to
carefully balance our ambitions with the needs
of our local communities and stakeholder
groups. In response to this, we continue to
work with our partners, governments and
others to progress abatement opportunities,
and, in parallel, we are adopting commercial
solutions, such as PPAs and biofuels, that can
deliver emissions reductions faster. We
anticipate abatement from these to rise
between 2025 and 2030.
Our roadmap to 2030
Between now and 2030, the most significant
opportunities to reduce our Scope 1 and 2
emissions are to switch the electricity we
generate or purchase to renewables, and to
address process heat emissions from our
alumina refineries. We have a pipeline of
projects and committed investments that
support our 2030 target of a 50% reduction in
emissions. To reach our 2030 target, our single
largest lever – accounting for around one-
quarter of our emissions – is at the Boyne and
Tomago aluminium smelters in our Pacific
Aluminium Operations.
We must also make progress with other key
projects in our pipeline related to renewable
electricity contracts (for example Richards
Bay Minerals PPAs) and alumina processing
heat reductions (for example QAL double
digestion), to meet our 2030 target.
Production growth and growth from new
projects also need to be accommodated
within our absolute emissions reduction
target. Collectively, this represents around
4.6Mt CO2e to our baseline to 2030.
In addition, we now expect to use high-quality
carbon credits from nature-based solutions
towards our Scope 1 and 2 net emissions
target to 2030. These will be limited to up to
10% of our 2018 baseline emissions and are
expected to be predominantly carbon credits
(ACCUs) used by our Australian operations for
compliance with the Safeguard Mechanism.
Our emissions reporting will continue to
transparently distinguish between our gross
operational emissions and net emissions for
the Group, as well as meeting transparency
standards regarding the volume and type of
carbon credits retired.
Pathway to 2030 target
(Mt CO2e equity basis)
l
Pacific Operations
Repowering
l
Renewable
Energy
l
Diesel
Transition
l
Minerals
Processing
l
Alumina
Processing
l
Aluminum
Anodes
l
Nature-based
solutions
chart-08.jpg
1.2022-2024 commitments exclude 1Mt abatement for projects either fully or partially captured in 2024 actuals, including Oyu Tolgoi RECs, Kennecott renewable diesel, Boron renewable
diesel and Gudai-Darri solar.
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Our roadmap to 2050
We are targeting net zero emissions from our operations by 2050, with a pathway to net zero for each area of our carbon footprint. This is
challenging given approximately half of our Scope 1 and 2 emissions will require technology breakthroughs, but we are determined to be a
catalyst for their development.
Group decarbonisation pathway1
(Mt CO2e equity basis, 2018 baseline) 
chart-03.jpg
l
Electricity
l
Diesel
l
Processing breakthroughs
l
Nature-based solutions
l
Organic growth without decarbonisation2
1.Totals shown represent 2018 baseline emissions, reflecting increased equity at BSL, NZAS.
2.Baseline emissions extended post-2040 using assumed asset life extensions.
3.Represents net emissions reduction vs 2018 baseline.
By 2030, we expect to have made significant
reductions in our electricity-related emissions
(both Scope 1 and Scope 2). Beyond 2030,
the outlook for emissions abatement is more
uncertain. However, we have achieved
breakthroughs in low-carbon technology that
provide us with at least one visible pathway to
net zero for all our major sources of emissions.
This is a significant achievement. However,
technology development is complex and these
breakthroughs may not all turn out to be
scalable and competitively deployable. As
such, we continue to pilot and demonstrate
these technologies with our partners, while
maintaining research and development
initiatives across industry to find alternatives
that may prove more promising. Given the
uncertain timing of suitable, proven and
commercial-scale technology, our roadmap to
2050 allows for future opportunities to be
defined post-2040.
Carbon removals
By 2050, small sources of hard-to-abate
emissions may remain and will therefore
require carbon removals to achieve net zero.
This may be through natural or technological
removals and storage.
In the short to medium term, we are investing
in high-integrity nature-based solutions in the
regions where we operate, and will
voluntarily retire carbon credits to
complement other decarbonisation
investments (see pages 56-57 for
further detail).
In the medium to long term, technological
removals may offer a more permanent
solution to any remaining emissions from
fossil fuel consumption. We are also
exploring the potential of carbon capture and
mineralisation technologies. In 2024, we
focused on finding the best technologies to
capture the low concentration carbon dioxide
(CO2) from our aluminium smelters’ flue gas.
This requires either the adaptation of direct air
capture technologies to higher concentration
CO2 or the adaptation of point source
technologies to lower concentrations. In both
cases, the technology readiness level is often
low. 
In early 2025, we signed a partnership
agreement with Hydro to identify and evaluate
carbon capture technologies for future
implementation in the aluminium smelting
process. Separately, in partnership with
Carbfix, the characterisation of the ISAL site
for mineralisation is progressing, aiming for
first injection in 2028.
The assessment of the CO2 mineralisation
potential of our co-owned Tamarack project in
Minnesota has progressed with the completion
of a 1,137 meter exploratory well. More work is
planned in 2025 to investigate the carbonation
behaviour of the rock.
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Action to reduce our emissions
The three main areas of our abatement work are: firstly, developing renewable electricity solutions at our Pacific Aluminium Operations and other
assets that rely on gas or coal-based power; secondly, transitioning away from diesel in trucks, trains and mobile equipment; and thirdly, tackling
hard-to-abate emissions from processing minerals and metals. Additionally, we are developing and investing in nature-based solutions projects.
Progress in 2024
Action in 2025
Renewable electricity
Repowering Pacific Aluminium Operations
Announced 2 renewable PPAs for 2.2GW to supply our Boyne aluminium smelter in
Gladstone and secured in-principle Queensland government support.
Further explored commercial sourcing strategy at Tomago to secure an energy solution for
the energy supply contract which expires on 31 December 2028.
Signed long-term PPAs to supply our New Zealand Aluminium Smelters with electricity
generators for a total of 572MW of hydro electricity.
Secure remaining renewable and firming portfolio for Boyne
smelter, pending government support.
Continue to engage with governments and energy market
participants on the future energy supply for Tomago.
Develop a renewable energy strategy for Gladstone alumina
refineries (previously 2024).
Other renewable electricity developments
Commenced construction of solar PV at Gove (10MW) and Amrun mine (12MW).
Executed wind Virtual Power Purchase Agreement (VPPA) (78.5MW) at Monte Cristo in the
US to abate our regional Scope 2 emissions.
Completed construction and commenced operating Diavik diamond mine solar
plant (3MW).
Commissioned a 5MW solar plant and commenced construction of Kennecott solar
Phase 2 (25MW).
Signed a 230MW wind PPA at Overberg for Richards Bay Minerals (RBM).
Signed a 140MW wind PPA at Khangela for RBM.
Construction was progressed on the 148MW solar PV project at Bolobedu for RBM (PPA
signed in 2022).
Commenced a pilot program for rooftop solar installation at our operations in the Pilbara.
Executed new contracts for EACs across global assets while developing new PPAs and
Build Own Operate (BOO) solutions.
Complete commissioning of solar PV at Amrun and Gove.
Complete construction of Kennecott solar Phase 2 (25MW).
Complete construction of the 16MW wind facility at QIT
Madagascar Minerals.
Commence construction of the 230MW wind PPA at Overberg for
RBM.
Finalise an agreement to secure energy from a 75MW solar farm
being developed by Yindjibarndi Energy Corporation.
Progress development of Karratha Solar Farm (80MW) with
Ngarluma Aboriginal Corporation.
Execute additional renewable energy PPAs, while construction
continues on the 78.5MW US wind VPPA.
Diesel transition
Transitioned 100% of Kennecott heavy mining equipment to renewable diesel (95% of
operations transitioned).
Collaborated with BHP on battery-electric haul trucks pilot program, including receipt of
trucks for local options and assembly in Western Australia.
Acquired land to pilot production of renewable diesel in Australia, using Pongamia trees.
Developed a partnership with China’s State Power Investment Corporation (SPIC) to
demonstrate a fleet of battery swap electric haul trucks and associated infrastructure at Oyu
Tolgoi.
Progress Caterpillar battery-electric haul truck trial at BHP
Jimblebar mine site in the Pilbara.
Deploy fleet of battery swap electric trucks at Oyu Tolgoi.
Progress planting of Pongamia saplings in Queensland, Australia.
Processing minerals and metals
Aluminium anodes
Progressed start-up of the industrial scale 450kA ELYSIS™ cells at Alma.
Announced the project at Arvida for 10 ELYSIS™ cells operating at 100kA, a $285 million
investment in partnership with Investissement Québec. Significantly progressed on site
preparation and ordering long lead items for this project.
Commission an industrial scale 450kA cell at Alma
(previously 2024).
Perform further tests of the 100kA cell at Arvida. Finalise technical
package, site preparation and building construction at Arvida for
the additional 10 cells.
Alumina processing
Completed double digestion pre-feasibility study at QAL. 
Completed 95% of detailed design and engineering for the Yarwun Alumina refinery
hydrogen calcination project, including awarding major construction packages and
commencing electrolyser site works.
Progressed feasibility study for electric boiler project at Vaudreuil after delays due to power
requirements and scope changes.
Progressed electric steam and thermal energy storage (TES) studies for refineries.
Executed bio-pellet trials at Yarwun and progressed energy crop growing trials.
Start QAL double digestion feasibility study (previously 2024).
Begin hydrogen calcination trials at Yarwun.
Final approval of, and commence work on, electric boiler project
in Vaudreuil.
Commence small-scale electric calcination pilot in Vaudreuil.
Minerals processing
Validated phase 1 of BlueSmelting™ technology for ilmenite ore and safely transitioned
from smelter gas to hydrogen.
Established new joint venture Évolys™ to manufacture biocarbon products.
Completed long-term 5% replacement trials to qualify biocarbon as a raw material at RBM
and RTIT Quebec Operations.
Completed an industrial trial of replacing coke with biocarbon (25% replacement)
for pelletisation.
Develop bioenergy supply sources (biofuel and biocarbon) to
support the industrial ramp-up of the new joint venture ÉvolysTM.
Complete phase 2 of the BlueSmelting™ technology validation.
Complete the installation and commissioning of an electric boiler
at IOC.
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Progress in 2024
Action in 2025
Nature-based solutions
Feasibility studies completed in Guinea, with South Africa study delayed by elections and now due in
mid-2025.
Dual pilot-feasibility approach continued in Madagascar for the protection and restoration of the
Tsitongambarika Forest including clean cooking, reforestation and conservation activities, with learnings to
be applied to other regions in 2025.
Voluntary agreements finalised, including an investment in the Makira Natural Park REDD+ Project in
Northern Madagascar, through a partnership with the Wildlife Conservation Society and Everland.
Finalised ACCU offtake agreements for high-quality human-induced regeneration and with savanna fire
management project developers. Invested in the Silva Carbon Origination Fund securing access to large-
scale, high-integrity environmental planting ACCUs.
Published details on our project development and carbon credit sourcing strategy, including our due
diligence process and planned volumes.
Assess South Africa feasibility study and move
into pilot phase if feasible.
Deliver first cookstoves for Guinea and
Madagascar clean cooking pilots.
Begin pilot programs for reforestation in Guinea
and Madagascar.
Initiate pilot-feasibility study for a sustainable
agro-forestry project in Guinea.
Secure offtake agreement for Argentina native
grasslands management carbon project.
Expand our environmental planting ACCU
pipeline in Australia.
Operational decarbonisation project tracker
chart-04.jpg
Milestones post-2025 are indicative, based on current goals and plans, subject to investment decisions and so they may change – there is increasing uncertainty further into the future.
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Renewable electricity
11.5Mt CO2e
emissions from power generation
(2023: 14.2Mt CO2e)
28%
percentage of Group emissions from
electricity at Boyne and Tomago smelters
and Gladstone Power Station
78%
percentage of electricity from
renewable sources
(2023: 71%)
$79m
decarbonisation spend on
renewable electricity projects
in 2024
Repowering Pacific Aluminium Operations
Our Boyne and Tomago Smelters operate in
a third-party-operated coal-based power grid
which is undergoing a complex transition to
renewable generation sources.
Securing long-term renewable power
solutions for the smelters supports the
energy transition required for the Gladstone
region to maintain jobs and increase
opportunities for industrial growth.
Emissions reduction across the aluminium
value chain in Australia is complex. It relies
heavily on the availability of large-scale,
competitive, firmed renewable power,
alongside significant investment,
collaboration and partnership with
governments, technology developers and
industry peers to support innovation
breakthrough. We cannot do this alone.
Contracts for the current supply of electricity
to our Boyne smelter expire in 2029, and for
Tomago by end of 2028, and the smelters
must develop low-cost renewable energy
solutions to maintain their long-term viability.
Decarbonising these assets requires
solutions supported by state and federal
governments.
Our Boyne smelter requires up to
975MW of power, equivalent to 3-4GW
of high-quality wind and solar capacity paired
with appropriate and competitive firming
assets and contracts. 
In 2024, we announced PPAs for a combined
2.2GW of renewable energy to repower BSL,
catalysing the development of new large-
scale renewable energy in Queensland.
These comprise 1.1GW of solar electricity
from European Energy’s Upper
Calliope solar farm to be built near Gladstone
and 1.1GW from Windlab’s Bungaban wind
project. Once the projects are developed,
they could generate energy equivalent to
10% of Queensland’s current power
demand.
In August, we made arrangements with the
Queensland Government on a support
package for Boyne Smelter to assist with the
transition to a competitive and repowered
future. These arrangements would come into
effect in 2029. They are supported by the
Australian Government’s aluminium
production credit as announced in early
2025, and contingent on our investment in
further renewable energy and the approval of
our joint venture partners.
Other renewable electricity developments
We rely on renewable and non-renewable
electricity to power our mines, processing
plants and supporting infrastructure. We are
working to displace gas and coal-fired power
with solar PV, wind and other renewable
technologies.
We are focusing on the transition to
renewable energy sources in 5 main regions:
the Pilbara in Western Australia, RBM in
South Africa, bauxite operations in Weipa,
Australia, Kennecott in the US, and Oyu
Tolgoi in Mongolia. Total electricity-related
emissions from these assets were 0.9Mt
CO2e in 2024.
In 2024, RBM signed two renewable energy
agreements: a 20-year 140MW wind PPA at
Khangela and a 20-year 230MW wind PPA at
Overberg. We also purchased EACs to cover
the period until these assets are
commissioned. At Kennecott, a 78.5MW
wind VPPA and a 25MW solar PV facility
were approved. Additionally, commissioning
of a 5MW solar PV plant was completed in
2024, after undergoing rectification works
and commissioning throughout the year.
Construction on a second 25MW plant
started in late 2024. At Amrun, a 12MW solar
farm is under construction, and at Gove,
10MW of solar is being built.
Decarbonising the electricity at each of these
locations has varying degrees of complexity,
including whether the power is externally or
internally generated, land access
requirements (including permitting and
Traditional Owner engagement)
and availability of commercial solutions.
A 100MW solar PV facility can require a land
area of approximately 200 hectares,
equivalent to the operating footprint of one of
our mines in the Pilbara. Although
renewables benefit from established
construction methods, are lower technical
risk and relatively low impact on the ground,
the sheer scale of the renewables footprint
means that we must take the time required to
find suitable sites and engage with
Traditional Owners.
We invest our own capital in renewable
energy projects while also using other
renewable energy procurement methods
(such as PPAs and EACs) that align with
global standards and practices. Under the
GHG Protocol, renewable electricity must
either have an EAC or be derived from
renewable generation that is not
contractually committed to another party.
In alignment with the GHG Protocol we
report eligible energy supplies as renewable
and include them in our Scope 2 emissions
reporting.
Group electricity use
(TWh, equity basis)
63
69
75
79
5283
Renewable
78%
22%
96%
l
Electrification growth
l
Contracted renewables
l
Self generated renewables
l
Renewable Energy Certificates
l
Fossil fuels
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Diesel transition
4.4Mt CO2e
Scope 1 and 2 emissions in 2024 (3% decrease from
2023). The Diesel Transition program also addresses
marine fuel and some other smaller emissions sources.
$64m
decarbonisation spend on
diesel transition programs
in 2024
5%
percentage of global diesel
supply transitioned to
renewable diesel
1.6 billion litres
diesel consumed at our major
managed operations in 2024
Diesel use from our mobile equipment and
rail fleet represents around 13% of our total
Scope 1 and 2 emissions.
Although electrification is the preferred long-
term solution for reducing diesel emissions, it is
not technically or financially feasible at all
mining operations today, or for all types of
equipment. Electrification is well suited to our
greenfield applications where we have large
fleets, but less so to brownfield operations with
smaller fleets, shorter mine life or other
operational complexities. Complementary
pathways are therefore in development and
include the use of renewable diesel to more
immediately reduce diesel-sourced emissions.
Electrification
The electric vehicles required to support
meaningful emissions reductions for the mining
industry are unique from those deployed in the
transportation or logistics sectors, or consumer
vehicles with fixed routes and operating
conditions. Mining solutions must be adaptable to
changing mine plans, supported by flexible
charging locations and powerful enough to
support intense work cycles with high operating
hours and loads. Most importantly, they need to
be safe, reliable and have sufficient battery
capacity and run-time between charging cycles.
Charging infrastructure must also be dynamic
and support evolving mine plans and equipment
routes which may mean that charging stations
cannot remain permanently in one location or
must be complemented by mobile solutions. The
charging network requires access to sufficient
and reliable renewable energy.
In 2024, we progressed the following
electrification activities:
1)Battery-electric haul truck Pilbara
collaboration: We progressed our
partnership with BHP to test battery-
electric haul trucks in the Pilbara region.
In 2025 and 2026 we will collect data on
battery performance, charging systems,
and overall productivity in Pilbara
conditions, and share the information so
we learn faster.
2)China’s State Power Investment
Corporation (SPIC) partnership: Battery
swapping technology allows a battery-
electric vehicle to quickly exchange a
discharged battery pack for a fully charged
one, instead of recharging the vehicle at a
static charging station. The technology is
already applied on haul trucks in mining
operations across China. The 2-year
project will demonstrate 8 mining haul
trucks (91 tonne payload), 13 batteries
(800kWh), and a robotic battery swap and
charging station in non-production activities
at the Oyu Tolgoi open pit copper mine in
Mongolia.
Renewable diesel
Renewable diesel is a drop-in replacement
fuel that can be used in existing equipment to
significantly reduce emissions. While
renewable diesel presents a compelling
option, widespread adoption depends on
development of a liquid market of sustainable
feedstock. To support this, we are developing
a sourcing strategy for commercially available
renewable diesel from third-party suppliers
while also developing organic supply options
by identifying and cultivating sustainable
feedstocks focusing on Australian-based
options such as Pongamia.
In 2024, we progressed the following
renewable diesel activities:
1)Transitioned Kennecott operations to
renewable diesel, achieving 95% diesel
displacement including all heavy mining
equipment across the mine, concentrator,
smelter, refinery and tailings.
2)Continued renewable diesel use at
Boron following successful trials initiated in
2022.
3)Purchased land for Pongamia seed oil
feedstock generation pilot. We acquired
approximately 3,000 hectares of land in
north Queensland to assess Pongamia
viability and yield. We are partnering with
Midway to oversee the planting and
management of the Pongamia seed farms.
Given the potential timeframes and
challenges associated with large-scale
development and deployment of battery
vehicles in some industries, policies must
support market development and
competitiveness of alternative fuels. The lack
of a liquid market is a key constraint to
widespread and accelerated use of
alternatives to diesel fuels, both physically
and economically. Support is needed to
incentivise the production and use of biofuels
at volume and grow this industry. Incentives
could include support for research and
development, pilot programs and direct
support to landowners to develop advanced
biofuel feedstock crops in suitable areas.
Globe-red_dark.gif
For further information see our climate
briefing paper on transitioning our diesel
fleet riotinto.com/climatechange
Processing minerals and metals
Aluminium anodes
6.9Mt CO2e
(2023: 7.1Mt CO2e)
Alumina refining
5.7Mt CO2e
(2023: 5.8Mt CO2e)
Minerals processing
1.8Mt CO2e
(2023: 1.9Mt CO2e)
$144m
decarbonisation spend on processing
minerals and metals programs in 2024.
Aluminium anodes
We are working to develop a breakthrough
aluminium smelting technology with no direct
greenhouse gas emissions.
The ELYSIS™ partnership was established
in 2018 with Alcoa, with support from Apple
and the governments of Canada and
Quebec, to develop the world’s first direct
emissions-free aluminium smelting process
using inert anodes to replace carbon ones.
Work at Alma is now focused on scaling up the
ELYSIS™ technology towards the
demonstration of commercial-size cells.
The smelting cells will operate on an electrical
current of 450kA, which is the commercial
scale for many large, modern aluminium
smelters. As noted above, research and
development is complex and sometimes takes
longer than planned. Commissioning these
cells was originally anticipated in 2023 but is
now expected to be in 2025 due to delays in
installing and commissioning some equipment.
A plan is now in place to complete these crucial
steps, and the fundamentals of the technology
remain sound. 
We also aim to grow capacity for our
ELYSIS™ low-carbon smelting technology.
Before 2030 our use of ELYSIS™ carbon free
smelting technology will support new
production and will not address emissions
from existing carbon anodes. For all of our
smelters, the deployment of ELYSIS™
technology is inextricably tied to the
long-term plans for the underlying assets.
For this reason, associated abatement is not
currently reflected in the forecast 2030 plan,
but we expect to phase out the use of carbon
anodes at our smelters beyond 2030.
In June 2024, we announced an investment of
$285 million to build a demonstration plant
using the first ELYSIS™ technology licence, in
partnership with the Government of Quebec.
This plant will be built at the Arvida smelter in
Quebec equipped with 10 carbon-free
aluminium smelting cells operating at 100kA.
The investment will support the ongoing
development of the breakthrough ELYSIS™
technology and allow us to build expertise in its
installation and operation.
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Alumina processing
The alumina refineries in Gladstone; Yarwun
and QAL are the largest source of process
heat emissions in the Group. The refineries
are currently reliant on coal and gas to
generate heat for digestion (75% of refinery
emissions) and use in the calcination phase
(25% of refinery emissions) of the process.
The successful reduction of emissions in our
Australian alumina refineries relies heavily on
technology development, capital investment and
the availability of large-scale renewable energy.
Our preferred decarbonisation strategy, based
on technical merit and commercial viability, is a
combination of energy management, fuel
switching and electrification.
We are focused on reducing the emissions of
the digestion phase through 3 main projects:
1)Reducing baseload energy
requirements through double
digestion. In 2024, we completed a
double digestion pre-feasibility study at
QAL. The feasibility study was approved
in Q4 2024 and therefore commencement
of the study work will now occur in 2025. 
2)Upgrading energy with heat pumps
and mechanical vapour
recompression (MVR). At QAL, the
order of magnitude study for waste heat
recovery using MVR will commence in Q1
2025 and is planned to complete in Q2
2025. The project is expected to
commence pre-feasibility in Q3 2025.
3)Fuel switching through electric steam
generation (including electric boilers
and thermal energy storage):
Final approval of the electric boiler
project in Vaudreuil is now expected in
2025.
At Yarwun, the thermal energy storage
(TES) industrial demonstration project
has seen continued discussion with
the technology supplier Rondo and
Australian Renewable Energy Agency
(ARENA). This project is expected to
move to a feasibility study in 2025,
pending additional support
from ARENA.
At Yarwun, we executed a bio-pellet trial.
A feedstock growing trial continues in
North Queensland. We are progressing
several partnership opportunities for bio-
based energy supply to Gladstone.
To reduce emissions in the calcination
phase, we are focused on 2 main projects:
1)Substituting natural gas with green
hydrogen. At Yarwun, the design and
engineering for the hydrogen calcination
project have been completed and
construction is in progress. Trials to burn
hydrogen in the calcination process are
planned to commence in the second half
of 2025.
2)Electric calcination. At Vaudreuil, an
electric calcination pilot is planned to
commence in 2025.
Globe-red_dark.gif
For our climate briefing paper on 
decarbonising our Australian alumina
refineries, see riotinto.com/climatechange
Minerals processing
A large source of our process emissions
arises from processing titanium dioxide
feedstocks (TiO2) in Canada and
South Africa.
Finding new and innovative technologies to
support the decarbonisation of these facilities
represents both a challenge and an
opportunity. Carbon abatement can be
partially realised by transitioning from fossil
fuels to renewable energy sources for
heating and operating these facilities.
We are partnering with the governments
of Canada and Quebec to support
technological innovations to decarbonise our
operations by up to 70% and strengthen the
critical minerals and metals value chains
through the production of titanium metal and
scandium. The BlueSmeltingTM
demonstration plant, which started in April
2023, employs world-first technology
developed by Rio Tinto, to reduce emissions
from RTIT Quebec Operations.
If successful, the technology could be
applied to our RBM operations in South
Africa, which use the same smelting process.
There are other potential applications for
BlueSmeltingTM technology in decarbonising
steelmaking.
In 2024, the BlueSmeltingTM technology was
fully validated for QMM ilmenite ore at our
RTIT Quebec Operations, and reduction
gas was safely transitioned from smelter
gas to hydrogen. Several ilmenite ores
were tested with hydrogen and the first tests
with iron ore from IOC have been
successfully completed.
Scaling up low carbon technology for minerals
and metals processing is expected to require
significantly more renewable energy. Access to
hydroelectric power in Quebec requires
support from the government-owned provider.
In a tight market, access to this supply could
be limited and the negotiation period can be
time-consuming. Support to streamline
discussions and consideration of the supply of
additional renewable energy to hard-to-abate
Canadian industries, where it can have the
greatest impact, could underpin further
investment in breakthrough technologies.
In 2024, we announced a new joint venture
with Aymium named Évolys. We will
manufacture a metallurgical biocarbon product
to reduce carbon emissions in large-scale
industrial processes. The biocarbon product
will be used at RTIT Quebec Operations as an
alternative to anthracite.
Biocarbon trials were successfully carried out
at RBM and RTIT Quebec Operations sites
this year, thus completing industrial
qualification. And, at IOC, we completed a
plant trial of substituting coke with biocarbon.
In 2025, we aim to develop bioenergy supply
sources (biofuel and biocarbon) to support
the industrial ramp-up of the new joint
venture ÉvolysTM. We also plan to complete
phase 2 of the BlueSmelting™ technology
validation and the installation and
commissioning of an electric boiler at IOC.
Globe-red_dark.gif
For further information, see our climate
briefing paper on decarbonising our
minerals processing riotinto.com/
climatechange
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Nature-based solutions
Nature-based solutions and carbon
credits decarbonisation spend1
$70m
(2023: $45m)
In 2022, we set up a team dedicated to
developing and investing in nature-based
solutions near our operations, because we
believe they are a win for people, nature and
climate. Over the last 2 years, we developed
our high-integrity criteria - based on our own
standards as well as international best
practice, guidance and principles. We have
identified new projects to develop and existing
ones to scale up, and partnered with NGOs
and other experts to deliver our program.
Today, we are on track to enable 500,000
hectares of high-integrity nature-based
solutions across Argentina, Australia, Guinea,
Madagascar and South Africa by the end of
2025.
These projects are enablers for activities that
support sustainable livelihoods for the
communities where we operate, while
protecting and restoring nature, and
delivering high-quality carbon credits. Our
projects complement structural abatement.
How we use carbon credits
We anticipate that we will retire approximately
1.1 million Australian Carbon Credit Units
(ACCUs) for compliance with the Safeguard
Mechanism for the calendar year 2024.
In alignment with our updated CAP, we will
limit the use of voluntary and compliance
carbon credits towards our 2030 climate target
to up to 10% of our 2018 baseline emissions
(~3.6 million). Carbon credits retired as offsets
towards our climate targets must pass our due
diligence assessment, including meeting our
high-integrity criteria.
See our 2024 Scope 1, 2 and 3 Emissions
Calculation and Climate Methodology report
and our 2024 Sustainability Fact Book for
further detail on our carbon credits retirement
methodology.
How we source carbon credits
We source carbon credits in 3 ways2:
We develop new projects – we work with
local partners and communities to develop
and implement new nature-based solutions
projects that address nature loss, while
generating carbon credits and delivering
benefits for local communities.
We invest in and scale up existing projects
– through commercial investments with
project partners, we provide capital and
support the development and scale-up of
nature-based solutions projects in our
operating regions.
We source high-integrity carbon credits
through spot carbon credit purchases and
long-term offtake agreements from
nature-based solutions projects that meet
our high-integrity criteria. We aim to
source the highest quality credits
available in the market.
All our investments and purchases are
subject to our high-integrity criteria, which
forms the basis of our due diligence
process3. To assess projects, we analyse
publicly available data, geospatial data, and
data and models from project developers.
We also hold question and answer sessions
with developers, combined with site
inspections. This information is assessed
against our requirements, and if at any stage
the project fails to meet our criteria, we do
not proceed with the investment.
Our criteria include an assessment of the
potential impact of our projects, seeking to
ensure that they do not result in negative
unintended consequences for people,
communities, their heritage or natural
ecosystems. The risks and opportunities
identified in the assessment must be
addressed, managed, tracked and assessed
periodically during the project.
In 2024, approximately 15% of all projects
assessed met our criteria, highlighting our
commitment to building a high-integrity and
diverse project pipeline for Rio Tinto,
including a variety of methodologies across a
wide range of ecosystems and land uses.
Our high-integrity criteria
In 2024, we updated and expanded our high-
integrity criteria4, using our own learnings
and the latest international best practice,
guidance and principles, including the Core
Carbon Principles by The Integrity Council
for the Voluntary Carbon Market and the
International Union for Conservation of
Nature Global Standard.
1)Additionality: The project and its outcomes
are made possible by climate finance and
would not have happened otherwise.
2)Quantification: The project can generate
real carbon reductions, removals, or both,
supported by robust accounting practices.
3)Permanence: The project can deliver
permanent carbon reductions, removals,
or both, and reversal risks are realistic
and well-managed.
4)Governance, Social and Ecological
Safeguards: The project takes an
integrated approach to protecting or
restoring nature, or both, while supporting
community livelihoods and respecting
human rights.
5)Sustainable Development and Nature
Positive Outcomes: The project supports
multi-decade sustainability outcomes and a
diverse project pipeline for Rio Tinto.
1.Spend on carbon credits is initially treated as capital and
expensed when these are retired. See pages 157-160 where
we describe our accounting policies and the classification of
climate-related items.
2.In 2024, we updated the way we outline our sourcing strategy,
relative to 2023, in which we referred to the following 3
pathways to securing carbon credits: investment in Australian
Carbon Credit Units; the development of our own voluntary
projects; and commercial agreements with voluntary carbon
credit developers.
3.Compliance market projects delivering credits for
retirement against our net emissions target are tested to
the extent possible with information available. If available
project information is not sufficient to make an informed
assessment, the project will not be considered further or
will be excluded from consideration until such time as
sufficient information becomes available.
We also published more detail about our due
diligence process, including the questions we
ask project developers to evaluate their
projects.
 
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This information, including specific steps
we take when assessing ACCU projects, is
available at riotinto.com/naturesolutions
Our voluntary projects
Our development and scale-up projects
include landscape-level protection and
conservation, restoration and land-use
management activities, covering clean
cooking initiatives, reforestation and
afforestation, forest and grassland
management, sustainable forestry and agro-
forestry. These projects follow
the latest available voluntary carbon
market methodologies.
In 2024, in partnership with The Government
of Madagascar, BirdLife International,
Asity Madagascar and other partners,
we continued to support the development of
the Tsitongambarika Forest REDD+5 project in
Southeastern Madagascar through a
$2.1 million investment. And we committed
$16 million to the Makira Natural Park REDD+
Project in the north, through a new partnership
with the Wildlife Conservation Society and
Everland.
In South Africa, we partnered with Peace
Parks Foundation, Sayari Earth and
WILDTRUST to carry out a feasibility
study for a large-scale, landscape level
nature-based solutions project in
KwaZulu-Natal Province. The feasibility
report will be delivered by mid-2025,
when we will decide on the investment.
In Guinea, we completed feasibility work for
a clean cooking, fuel-switching program, now
preparing to move into pilot phase. We also
identified a high-quality reforestation project,
and we are working with local partners to
investigate REDD+ and mangrove
restoration projects.
Through a $2.1 million investment over
2 years, we are also working with BirdLife
International and Aves Argentinas to scale up
a large native grasslands management carbon
project in Argentina.
In Mongolia, we partnered with EarthShot,
URECA and the Wildlife Conservation
Society to investigate opportunities for
sustainable forest management projects.
4.In addition to Additionality, Quantification, Permanence,
and Social and Ecological Safeguards, we now consider
Governance (within the latter) and added Sustainable
Development and Nature Positive Outcomes.
5.United Nations Climate Change: ‘REDD’ stands for ‘Reducing
emissions from deforestation and forest degradation in
developing countries. The ‘+’ stands for additional forest-
related activities that protect the climate, namely sustainable
management of forests and the conservation and
enhancement of forest carbon stocks.
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Meeting our regulatory obligations
We operate in many jurisdictions that have
implemented carbon pricing regulations that
cover our Scope 1 emissions. These include
Australia, Canada, California, the
EU and New Zealand where approximately
83% of our Scope 1 emissions or 64%
of our total emissions are covered by
these regulations.
Australia - Safeguard Mechanism
We have significant emissions in Australia,
and are required to comply with the
Safeguard Mechanism. We source high
quality ACCUs from savanna fire
management, human-induced regeneration
(HIR) and environmental planting (EP)
projects, while seeking to:
Partner for the long term with
Indigenous project developers. These
projects can bring multiple benefits in
addition to fire management and nature
repair, with carbon finance reinvested into
the communities to support training,
employment and enhanced connection to
Country. For example, near our
operations in the Northern Territory we
are supporting Arnhem Land Fire
Abatement, an Aboriginal-created, owned
and operated not-for-profit carbon
business. Closer to our operations in Far
North Queensland, we are supporting
several projects, including the Aurukun
Savanna Burning Project and the Oriners
& Sefton Savanna Burning Project.
Continuously strengthen our due
diligence process. We use a range of
geospatial tools and approaches to assess
the design and performance of HIR and EP
projects, including satellite imagery
analysis and land cover classification. This
enables us to assess the integrity of
projects by monitoring, verifying and
quantifying vegetation growth and land
cover changes over time. Our site visits
and engagement with developers give us
additional information to support these
assessments.
Invest in project development to
reduce our overall reliance on spot
transactions, move ACCU costs closer
to the cost of development and have
greater oversight of the integrity of
projects. This includes investing in
carbon developers, such as Australian
Integrated Carbon (in which we have a
14.15% interest) and the Silva Carbon
Origination Fund, one of the first in
Australia to provide investors with access
to large-scale, high-quality carbon credits
from land reforestation projects integrated
with sustainable agriculture.
Other countries
Canadian Provinces have implemented
different carbon pricing regulations, including
the British Columbia Output-Based Pricing
System and the Quebec Cap-and-Trade
System which is linked with California’s. In the
California-Quebec system, offsets may be
used for compliance purposes (limited to a
fixed percentage of the allowances allocated to
each installation).
Our aluminium smelters in Iceland and
New Zealand are covered by Emissions
Trading Systems. Offsets are not eligible
for compliance use under these carbon
pricing regulations.
Carbon credits retired towards net emissions calculation
Project description
Carbon
credit type
Project type
Mitigation
activity type
Certification
scheme
Location
Vintage
Quantity
retired for 2024
compliance
Quantity held for
planned 2024
compliance
(retired in 2025)1
Savanna fire management
with Traditional Owner
co-benefits
ACCU
Nature-based
Avoidance
Clean Energy
Regulator
Australia
VY21-25
134,838
137,615
Human-induced regeneration
ACCU
Nature-based
Removal
Clean Energy
Regulator
Australia
VY21-25
362,344
464,962
Total
497,182
602,577
Total credits counted towards net emission for the current reporting period (year-ended 31 December 2024)
1,099,759
1.This is estimated based on our Scope 1 emissions for the period 1 July - 31 December 2024. See our 2024 Sustainability Fact Book and our 2024 Scope 1, 2 and 3 Emissions Calculation
and Climate Methodology for further detail.
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Scope 3 emissions: Partner to decarbonise our value chains
In 2024, our Scope 3 emissions were 574.6Mt
CO2e (equity basis), approximately 19 times
higher than our Scope 1 and 2 emissions.
This is compared to a restated 2023 number of
572.5 Mt CO2e (equity basis).
The majority of these emissions (94%) stem
from customers processing our products,
particularly iron ore (69%) and bauxite and
alumina (23%).
Specifically, emissions related to iron ore
processing were 395.9Mt CO2e in 2024,
compared to 399.9Mt CO2e in 2023.
Emissions related to bauxite and alumina
processing increased from 127.1Mt CO2e
(restated) in 2023 to 134.0Mt CO2e in 2024,
mostly as a result of increased bauxite sales.
Many of our customers have set public
targets for their Scope 1 and 2 emissions
(our Scope 3). About 55%1 of our
steel-producing customers by direct iron ore
sales volume have set public targets to reach
net zero or carbon neutrality by 2050.
Meanwhile, nearly 33%1 of our bauxite sales
are to customers with net zero emissions
targets, though only 11% of customers are
aiming for net zero by 2050.
As things stand today, our analysis of our
customers’ targets and their governments’
commitments to reduce their emissions
shows a trajectory for those processing
emissions that approaches net zero by
around 2060. This is driven in large part by
China (80% of Scope 3 emissions), which
has pledged to be carbon neutral by 2060.
Approximately 20% of our emissions come
from countries such as South Korea and
Japan, which have pledged to be net zero by
2050.
We are committed to partnering with
customers and suppliers to help them
achieve their targets earlier, reaching net
zero by 2050. We have not set an overall
Scope 3 emissions target due to the limited
direct influence we have on the
decarbonisation activities of our customers,
required maturation of technology adoption
and grid decarbonisation in customers’ host
countries. Instead, we are holding ourselves
accountable on real and measurable
commitments in the near term, which will
ensure technologies are available to
accelerate the longer-term transition.
Therefore, we have set near-term, action-
oriented, and measurable targets in the
areas where we believe we have agency and
can support meaningful change. We take
accountability and track our progress on
individual projects and partnerships, and stay
deeply connected across the value chain,
ensuring we are up to date on developments
and maintaining ambitious decarbonisation
goals.
Our Scope 3 targets have not been derived
using a sectoral decarbonisation approach.
Instead, we have set these targets based on
what we can achieve practically and
effectively under each category. We engage
KPMG to provide limited assurance on our
Scope 3 emissions calculations and progress
made in relation to the 4 most significant
categories of our Scope 3 footprint: steel and
aluminium value chains, shipping and
procurement.
1.This figure is dependent on our sales mix, so is not
comparable year-on-year.
2024 Scope 3 emissions
574.6Mt CO2e
(2023: 572.5Mt CO2e)
395.9
134.0
12.
8
8.9
22.2
0.8
0.4% – DRI
7% – Coke production
9% – Steel converter
20% – Sinter plant
63% – Blast furnace
3122
3123
3124
3125
3126
3127
67% – Smelting electricity
2% – Refining electricity
18% – Smelting anodes & other
13% – Refining process heat
Other customer processing
59% – Chartered vessels
36% – Raw materials /
high emission goods
Iron Ore
Bauxite & Alumina processing
Other customer processing
Marine & logistics
Procurement
Business travel & waste
contour-08a.jpg
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Steel value chain
Steel decarbonisation targets
Support our customers’ ambitions to
reduce their carbon emissions from blast
furnace-basic oxygen furnace (BF-BOF)
process by 20-30% by 20351.
Reduce our net Scope 3 emissions
from IOC high-grade ores by 50% by
2035 relative to 20222.
Commission the Biolron™ pilot plant
by 20262.
Commission a shaft furnace (DRI) +
Electric Smelting Furnace (ESF) pilot
plant by 2026, in partnership with a
steelmaker.
Finalise study on a beneficiation pilot
plant in the Pilbara by 2026.
Steel is one of the most cost-efficient
construction materials and is essential in low-
carbon infrastructure, transportation and
buildings. With approximately 2 billion tonnes
of crude steel produced globally in 2024, the
industry overall emits over 3.5 billion tonnes
of CO2e annually, equivalent to around 8% of
global carbon emissions.
As one of the world’s largest iron ore
producers, we have a key role to play
in decarbonising the steel value chain.
We aim to accelerate the development
and adoption of low-carbon emissions
technologies that both reduce our Scope 3
emissions and future-proof our iron ore
business. Our approach is built on a platform
of collaboration across the value chain. We
are partnering with over 40 partners in about
10 countries to build a portfolio of options,
from iron ore processing to iron and
steelmaking.
We prioritise our project portfolio based on
parameters such as ore suitability, technical
and commercial feasibility, and emissions
abatement potential, to ensure a disciplined
approach to investing capital and effort.
Our strategy is framed under 3 pathways
across different time horizons:
1. Existing pathways
We are actively working with our customers to
help reduce their carbon emissions from the
current blast furnace (BF) process.
Our initiatives include optimising BF burden,
improving energy efficiency, BF slag
optimisation, and carbon capture, utilisation
and storage (CCUS).
2. Emerging pathways
We are supporting early development and
proliferation of emerging low-carbon DRI
projects that use high-grade iron ores, such
as those we produce at IOC, and, in the
future, Simandou. We are committed to
supporting these low-carbon projects that
may otherwise face significant headwinds.
Our approach includes bringing together the
right group of partners, supplying high-grade
ore, bringing our technical and sales and
marketing expertise, and investing in early-
stage projects.
In November 2024, we entered agreements
with GravitHy – an industrial start up
establishing 2 Mtpa production of ultra-low-
carbon DRI in Fos-sur-Mer, France.
GravitHy’s hydrogen-based DRI plant is
expected to start production in 2028.
The facility will feature ultra-low-carbon
hydrogen production infrastructure, enabled
by access to grid-connected nuclear power.
By processing our iron ore with GravitHy,
emissions are reduced by up to 90%
compared to a typical BF-BOF pathway.
3. Future pathways
While low-carbon DRI technology is
established for high-grade ores, there is
currently no economic low-carbon iron and
steelmaking technology for low- and medium-
grade ores, such as those produced in the
Pilbara. Low- and medium-grade iron ore
accounts for more than 80% of global iron ore
supply. Full decarbonisation of the steel
industry therefore depends on the
development and commercial proliferation of
low-carbon ironmaking technologies that use
low- and medium-grade ores.
We are supporting the development of these
technologies with a focus on:
Beneficiating our ores to remove
impurities before ironmaking.
Pelletising our ores to improve their
suitability to proven shaft furnace
technology
Evaluating emerging fluidised bed
technology. This technology may be a
suitable process for our iron ore fines
products, removing the need to pelletise
prior to ironmaking.
Developing a proprietary ironmaking
process called BioIron™ which uses raw
biomass3, along with microwave energy, to
convert Pilbara ores into metallic iron. This
has potential to reduce carbon emissions
by up to 95% compared to the BF-BOF if
combined with renewable energy and fast-
growing biomass.
Jointly developing ESF technology, which
is required for all of the above ironmaking
pathways. The ESF removes impurities
inherent in low- and medium-grade ores,
as a second stage of ironmaking. We are
progressing our partnership with
BlueScope and BHP to build an ESF pilot
facility in Australia. This will initially use
natural gas to reduce iron ore to DRI, but
once operational, the project aims to use
lower-carbon emissions hydrogen to
reduce iron ore. Reductions of up to 80%
in carbon emissions are potentially
achievable, compared to a typical
BF-BOF. We are also working with Baowu
to build an ESF pilot facility in China.
In 2024, we spent $65 million on steel
decarbonisation initiatives. Over the next 3
years, 2025-2027, we plan to spend
$200-350 million across our steel
decarbonisation portfolio.
Decarbonisation of the steel sector will not
happen in isolation; all stakeholders along
the steel value chain will need to work
together. Ultimately, Scope 3 emissions
reductions are dependent on the deployment
of these lower-carbon steelmaking
technologies by our customers. A range of
different policies is needed to support
research and development,
first-of-a-kind projects and commercial
deployment of low-carbon steelmaking.
 
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For more information see our climate
briefing paper on decarbonising our iron ore
value chain at riotinto.com/climatechange
1.The support will be in the form of direct technical support
and co-developing technology solutions.
2.Subject to funding approval and technical feasibility.
3.Rio Tinto is aware of the complexities around the use of
biomass supply and is working to ensure only
sustainable sources of biomass are used.
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Steel decarbonisation projects tracker
p63-diagram.jpg
Aluminium value chain
Alumina decarbonisation targets
In 2025, partner with at least 2 bauxite
customers with the goal of improving
energy efficiency and reducing
emissions, focusing on digestion
improvement technology; controlling
or removing organic compounds from
the refining process; and technical
options to reduce moisture content in
our bauxite.
We regularly engage with our customers to
understand their ESG priorities and
requirements, and identify and agree on
collaboration opportunities aligned with our
capabilities. Energy efficiency is a key priority
for our customers due to its direct impact on
emissions.
In the alumina refinery process, steam is
used to heat the bauxite slurry in the
digestion unit to high temperatures,
dissolving the alumina in the bauxite. This
digestion process is a crucial aspect of the
overall energy efficiency of the refinery. In
addition, effective organic control is essential
for achieving production rates and producing
quality alumina, especially when processing
Australian bauxites.
More than 85% of our 134.0Mt CO2e Scope
3 emissions in the aluminium value chain
come from the electricity- and emissions-
intensive aluminium smelting process.
However, the majority of our product is
processed in China using coal-fired refining
and smelting processes, where we have little
influence over the power source for these
electricity grids.
Our short- to medium-term focus is to help
our customers improve the alumina refining
process to increase energy efficiency and
optimise use of our bauxite1.
Strong demand for bauxite has resulted in
almost double the number of refineries
processing Rio Tinto bauxite over the past 3
years. As some of our bauxite sales are
made through intermediaries, we have
limited direct interaction with the end
customer. Consequently, we have less
influence and ability to engage on
matters relating to decarbonisation with
these refineries.
In 2024, digestion improvement technology
was successfully implemented at one of our
bauxite customers’ operations. We also
completed an overview and opportunity
assessment of organics technologies, and
conducted customer visits to present the
portfolio of control options.
Another key ESG priority for our bauxite
customers is the significant challenge of
managing bauxite residue. We are supporting
our customers in the development of
processing and reuses for this residue to
reduce the environmental and safety impact of
residue storage. In 2024, we pursued a testing
program with one of our customers on
converting bauxite residue into soil products
for agriculture.
1.This is mostly via sweetening and improved digestion.
In the longer term, this will be mostly through using
renewable energy for the heat source, via hydrogen
calcination and electric boilers.
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Shipping
Shipping decarbonisation targets
Reach net zero shipping by 2050
across our shipping footprint.
Fulfil First Movers Coalition (FMC)
pledge of 10% of time-chartered fleet
to be running on low-carbon fuels1 by
2030 and progressing to 100% of
time-chartered fleet by 20402.
Reduce emissions intensity by 40%
by 2025 (5 years ahead of the target
set by the International Maritime
Organization [IMO]), and deliver 50%
intensity reduction by 20303.
Enhance accuracy of emissions
reporting by using actual voyage data
for more than 95% of our cargo
shipments by 2024.
Our Scope 3 emissions from shipping and
logistics are 8.9Mt CO2e. Of this, 5.2Mt CO2e
(59%) is generated by our chartered fleet,
and around 1.9Mt CO2e (21%) comes from
shipping our products, where freight has
been arranged by the purchaser. The
remaining 1.8Mt CO2e (20%) comprises
other logistics elements such as truck, rail,
container movement and other logistics-
related emissions. An additional 0.4Mt CO2e
of Scope 1 shipping-related emissions is
attributed to the vessels we own.
As a major charterer transporting over
300Mt of bulk products annually with a fleet
of 230 chartered vessels and 17 owned
ships, we recognise our vital role in
decarbonising shipping and partnering with
industry stakeholders to accelerate
this journey.
To reduce emissions from shipping, we focus
on:
Energy efficiency: While in mid-2024 we
achieved a 40% reduction in emissions
intensity against the IMO’s intensity target
baseline year 2008, we ended 2024 with a
39% reduction (up from 37% at end 2023),
primarily by:
Incorporating larger vessels such as
Newcastlemax (210k deadweight tonnage
(DWT), which have ~10% lower
emissions intensity than standard
Capesize (170-180k DWT).
Technical modifications to the hull,
propeller, and engine. As we improve the
energy efficiency of our own vessels, we
are also prioritising chartering vessels with
design improvements, including those with
energy-saving devices installed.
Speed and route optimisation: We
deploy sophisticated weather routing
software and seek to continually optimise
scheduling and reduce unneeded time
waiting in port.
We have completed a recent dry dock
program and energy-saving device
installations on all 17 owned vessels.
In 2025, we plan to trial further energy
efficiency technologies such as shaft
generators and air lubrication systems, while
exploring opportunities to apply these to our
chartered fleet.
Transitional fuels: We continue to explore
opportunities for biofuels and liquefied
natural gas (LNG). In 2024, we introduced 4
additional LNG Newcastlemax dual-fuelled
vessels to our fleet (current total of 9 in the
fleet), capable of delivering up to 15% to
20% CO2e emissions reductions compared
to traditional fuel oil.
We continue to work with our partners to
progress commercially viable biofuel bunkering
solutions as well as recycled fuel deployment.
End-state fuels: To achieve our aim of net zero
shipping by 2050, our Marine team is focusing
on end-state fuels. Although there is no clear,
single end-state fuel solution for the shipping
industry, low-carbon methanol and low-carbon
ammonia are considered the more promising
options4.  We progress the availability and
business case for end-state fuels (including
value-chain split of opportunity/risk) through
industry collaboration such as our leadership in
the West Australia – East Asia Iron Ore Green
Corridor.
Additionally, regulation is essential to facilitate
the drive towards net zero shipping. In 2023,
the IMO announced a heightened ambition,
including guidance for net zero shipping “by or
around 2050”, with interim non-binding
emissions reduction targets set for 2030 and
2040. To deliver on the reduction targets, the
IMO is currently working on the development
of a basket of candidate mid-term GHG
reduction measures (eg fuel standard with
GHG pricing mechanism), with a view to
finalising these in 2025, with entry into force in
2027. 
Through a range of industry partnerships and
via direct government engagement we seek to
positively shape regulatory measures that are
sufficiently robust to catalyse and accelerate
shipping’s energy transition.
In 2024, we met our target to use actual
voyage data (eg actual fuel consumption)
rather than industry estimates for more than
95% of our cargo shipments5.
1.Although the FMC currently employs the terminology
“zero-emission” rather than “low-carbon”, with a guiding
principle of delivering a well-to-wake GHG emission
reduction of 80% or more compared to fuel oil, we have
updated our terminology to reflect that these fuels are
unlikely to be fully net zero emissions on a lifecycle basis
over the coming years. While we endeavour to achieve
the guiding principle proposed by the FMC, we may
initially consider fuel pathways with a lesser emission
reduction with consideration to factors such as supply,
availability of technology and regulatory developments
from the IMO.
2.Subject to the availability of technology, supply, safety
standards and a reasonable price premium.
3.Relative to IMO’s 2008 baseline.
4.A range of fuels and technologies are likely to comprise
shipping’s “end state”, which may also include drop-in
biofuels, bio/e-LNG and even fossil fuels which may be
complemented by carbon capture technology.
5.Where Rio Tinto manages the freight (excluding free on
board shipments).
Procurement
Upstream Scope 3 emissions from
procurement were 22.2Mt CO2e (excluding
business travel) in 2024, split between
purchased fuels, goods and services.
The goods and services are further divided
between emissions related to operational
Procurement decarbonisation
targets
Engage with 50 of our highest-emitting
suppliers on emissions reduction,
focused on driving supplier accountability
for setting and delivering against their
decarbonisation targets.
Implement decarbonisation 
evaluation criteria for new sourcing in
high-emitting categories1.
expenditure purchases (such as caustic,
explosives, coke, pitch) of 14.8Mt CO2e,
and capital expenditure purchases (such
as machinery, electrical equipment) of 3.0Mt
CO2e. Due to the nature of our businesses,
many of our purchased inputs are from hard-
to-abate sectors, such as caustic, coke, pitch
and steel.
In accordance with Rio Tinto’s stated position
to put the energy transition at the heart of our
strategy, in 2024 we launched our
Sustainable Procurement Principles and
revised Supplier Code of Conduct, outlining
the expectations we have for ourselves and
our suppliers to strive to ensure that the
procurement of our goods and services
aligns with our commitment to strive for
impeccable ESG credentials and responsible
business practices. We expect our suppliers
to share this commitment to environmental
responsibility.
We work with more than 20,000 suppliers
across complex multi-layered supply chains.
To address upstream emissions, we are
taking a systematic approach, prioritising
engagement with 50 of our highest-emitting
suppliers (representing over 40% of our
procurement-related emissions), and
referencing decarbonisation as evaluation
criteria for new sourcing in high-emitting
categories. The prioritisation of suppliers and
categories followed the assessment of the
sources of emissions across the Global
Procurement portfolio (and available
abatement pathways) and deliberately
focuses our efforts on the largest sources.
Ongoing refinement of the measurement and
reporting methodology will inform our
priorities in future.
In 2024, we issued a baseline questionnaire
to inform our engagement with 50 high-
emitting suppliers, and returned a 100%
response rate. We validated and discussed
responses in follow-up supplier
engagements with a focus on understanding
maturity, opportunities for partnership and
improvement opportunities. We have now
developed and implemented decarbonisation
criteria to evaluate new sourcing in high
emissions categories.
In 2025, we will sustain and deepen
engagements with the 50 high-emitting
suppliers, building on 2024 engagements
and continue to reference decarbonisation
criteria to evaluate new sourcing in high
emissions categories.
1.High emitting categories: Raw materials, explosives,
global equipment.
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Progress in 2024
Action in 2025
Scope 3 emissions goals and customer engagement 
We are committed to partnering with customers and suppliers to help achieve their targets earlier, reaching net zero by 2050.
Steel value chain
Existing pathways
Commissioned lump drying plant using innovative microwave technology in Meishan,
China with Baowu.
Commissioned low-carbon sintering demonstration facility with Shougang. The facility has proven a ~10%
reduction in CO2 emissions per tonne of sinter and is replicable across the industry.
Commissioned small-scale carbon capture and utilisation (CCU) pilot facility (100m3/hr) with Shougang.
Complete construction of large-scale (3,000 m3/hr) CCU
facility with Shougang.
Implement learnings on blast furnace burden
optimisation and slag recycling to additional
steel mills.
Emerging pathways
Entered into an agreement with GravitHy, an early-stage industrial company in France that will produce
ultra-low carbon Hot Briquetted Iron (HBI). We will supply high-grade pellets from IOC and manage the
sales and marketing of GravitHy’s HBI production.
Continue to support early development of
low-carbon DRI projects that utilise high-grade iron
ore, with a focus on locations that are proximate to
our operations. 
Future pathways
Approved spend of US$143 million to build a 1 tonne per hour research and development facility for
BioIron™ in Western Australia. Secured location and progressed detailed design and engineering for
the pilot plant.
Entered into the NeoSmelt collaboration with BlueScope, Australia’s largest steel maker, and BHP to
jointly develop Australia’s first Electric Smelter Furnace (ESF) pilot plant. Commenced pre-feasibility
study and confirmed the pilot plant’s location in the Kwinana Industrial Area, Western Australia.
Began lab trials for pelletisation of Pilbara ores with Baowu.
Completed conceptual studies on building a beneficiation plant in the Pilbara.
Progress construction of the BioIron™ pilot plant in
Western Australia.
Complete pre-feasibility study and commence
feasibility study for the NeoSmelt ESF pilot plant,
subject to stage gate approval.
Undertake ESF trials with Baowu, utilising DRI
produced from pellets containing Pilbara ores.
Begin next stage of studies and test work for a
beneficiation pilot plant in the Pilbara.
Aluminium value chain
Digestion improvement technology successfully implemented at one of our bauxite customers’ operations.
Completed organics technologies overview and opportunity assessment.
Customer visits completed in Q4 2024 to present the portfolio of control options.
Supported Pacific Aluminium Operations in looking at options to reduce bauxite moisture, and provided
data and input from a customer perspective. A commercially available technology has been identified
for a vacuum stockpile drainage system. A pre-feasibility study has been approved for implementation
for Amrun’s bauxite.
Work with a further customer on implementing
digestion improvement technology in 2025.
Work with select customers to improve organics
management capabilities.
Continue to support Pacific Aluminium Operations in
progressing technical options to reduce moisture
content in our bauxite.
Shipping
Progressed to a 39% reduction in emissions intensity (from 37% end 2023; relative to IMO’s intensity
baseline year 2008).
Completed energy saving device installation program across fleet of 17 owned vessels.  Introduced 4
more LNG dual-fuelled vessels into the fleet, bringing our current total to 9.
In conjunction with the Western Australia–East Asia iron ore green corridor, engaged with industry on a
process safety deep dive on ammonia used as fuel and supported a ship-to-ship ammonia transfer trial
in Western Australia.
Improved emission transparency using actual voyage data for over 95% of our cargo shipments for
which we manage shipping, achieving our target.
Accelerate energy efficiency drive, including through
incentivising value-accretive energy saving device
installations on chartered vessels.
Partner with stakeholders to progress economic
frameworks for the development of the Western
Australia-East Asia iron ore green corridor.
Mature ammonia health, safety, environment and
communities (HSEC) risk and control framework,
ahead of potential ammonia dual-fuel vessel charter.
Procurement
Engaged with 50 of our highest-emitting suppliers on emissions reduction, focused on driving supplier
accountability for setting and delivering against their decarbonisation targets.
Implemented decarbonisation as evaluation criteria for new sourcing in high-emitting categories.
Sustain engagements with 50 high-emitting suppliers.
Continue to embed and sustain decarbonisation criteria
in standard processes to evaluate new sourcing in high
emissions categories.
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Capital allocation and investment framework
Total decarbonisation spend1
$589m
(2023: $425m)
Capital expenditure, investments and
carbon credits
$283m
(2023: $191m)
Operational expenditure
$306m
(2023: $234m)
Decarbonisation spend refers to the total cost of delivering our global decarbonisation projects, nature-based solutions and carbon credits, and select scope 3 activities. Expenditure
must be incurred for decarbonisation purposes and can be either capital or operating in nature, based on financial accounting principles.
1.Total decarbonisation spend includes costs related to the purchase of offsets, renewable energy certificates, decarbonisation team costs and external decarbonisation investments.
Decarbonisation investment is derived from
the Group’s capital allocation framework and
aligned to our 2025 and 2030 Scope 1 and 2
emissions targets. We make decisions under
a dedicated evaluation framework which
considers the following:
impact of the investment on shareholder
value and asset cost base
level of emissions abatement
maturity of the technology and
delivery risk
competitiveness of the investment as per
the marginal abatement cost curve
(MACC) and external benchmark
policy context
alternative options on the pathway to net
zero.
We also assess projects against our
approach to a just transition, with
consideration to the impact on employees,
local communities and industry. In line with
our other investment decisions, governance
of decarbonisation investments depends on
the nature and size of the project. 
Using this framework, we maintain our
capital expenditure guidance of $5-6 billion
between 2022 and 2030 and $0.5-1 billion in
the period 2024-2026. This includes
voluntary carbon credits and investment in
nature-based solutions projects but excludes
the cost of carbon credits bought for
compliance purposes. We are also
transitioning many of our significant fossil
fuel contracts into various commercial
contracts for renewable PPAs and biofuels.
Rio Tinto applies an internal cost of carbon
when making our investment decisions. This
includes current legislated carbon penalties,
which apply to approximately half of our
emissions, principally in Australia and
Canada, plus future policies that could be
introduced in the regions where we operate.
See page 44 for more detail on our carbon
prices used in our climate change scenarios
and page 73 for our Scope 1 emissions
covered by emissions-limiting regulations.
Our decarbonisation project portfolio is
constantly evolving as new projects are
added following further technical and
commercial assessment. We are targeting
a value accretive pathway to 2030 across the
portfolio.  The large scale investment in zero
emissions technologies that is needed to
progress towards our net zero target
will require global carbon pricing or
green premiums.
2030 decarbonisation spend
Our target to reduce emissions by 50% by
2030 relative to 2018 levels remains
unchanged. We see decarbonisation as a
key business imperative to manage our
exposure to volatile fossil fuel prices and to
mitigate the impact of inflationary carbon
penalty costs. Meeting our 2030 targets will
diversify our energy portfolio away from
volatile, globally traded fossil fuels and
towards structurally secure, long-term, cost
efficient, low-carbon alternatives.
As per our 2023 climate change-related
reporting, we believe achieving this will
require less capital investment and an
increasing number of commercial
partnerships than expected when we set our
targets in 2021.
To further accelerate our emissions
abatement, we will take advantage of
non-capital-intensive solutions that can be
ready in the market this decade and avoid
lengthy project development schedules.
We anticipate that approximately 90% of our
abatement by 2030 will be delivered by non-
capital intensive solutions, including several
renewable PPA contracts executed over the
past 12 months.
For projects delivering on our 2030
abatement target, we anticipate incremental
operating expenditure at a portfolio level to
be breakeven, before application of carbon
costs and savings. A significant amount of
abatement will be delivered through entering
into PPAs that can be cost-neutral or offer a
cost saving relative to the fossil fuel
alternative. This is offset by other contracts
such as biofuels where we anticipate a cost
premium will prevail this decade.
We also continue to make ongoing
investments in studies, pilots and
demonstration plants targeting long-dated
and uncertain carbon reduction outcomes.
Operational expenditure varies year on year,
but across the decade we anticipate on
average annual spend to be in the order of
$0.2-$0.3 billion.
Pre-2030 abatement projects are
predominantly expected to be delivered
through non-capital-intensive solutions
and proven technologies, while post-2030
abatement projects are generally
characterised as high-cost, capital-intensive
projects that require industry breakthroughs.
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Just transition
We acknowledge that the low-carbon
transition requires substantial investment and
significant changes to our current energy
systems and supply chains. These transition
activities introduce new social risks and
opportunities to host communities,
employees, contractors and customers, and
have the potential to disproportionately affect
those that are most vulnerable to change.
Through our Human Rights Policy we have
committed to “support a low-carbon transition
that is rights-respecting, socially inclusive
and just”. We will embed just transition
principles into our decarbonisation strategy,
working to minimise impacts and optimise
socioeconomic opportunities. 
Our progress on our 2024 commitments was
largely through establishing strong
partnerships and working transparently with
local communities.
Partnering to facilitate a
just transition
The quantum of minerals needed to realise
the global energy transition will require new
mines, many of which will be located on the
lands of Indigenous or land-connected
peoples, or in vulnerable socioeconomic
regions. Large areas of land will also be
required for developing renewable energy
projects. Respectful and ongoing
engagement will be at the centre of these
new developments.
In Australia, our agreements with the
Yindjibarndi Energy Corporation and
the Ngarluma Aboriginal Corporation
are the first Indigenous partnerships in
our renewable energy portfolio, and
are important pathways into future
energy projects.
We also have a growing portfolio of
nature-based solutions projects, where
we work with local partners to deliver high
integrity projects which foster positive
outcomes for people, nature, and climate.
These partnerships are co-designed with
communities to secure resilient and
improved livelihoods through the protection,
sustainable management, and restoration of
nature.
Managing impacts and
opportunities
When we make decisions on
decarbonisation projects across our work
streams (eg renewables, diesel transition,
nature-based solutions) we aim to optimise
environmental and social outcomes, while
effectively managing expected and
unintended impacts.
For communities more broadly, our Group
social investment framework has an
“economic opportunity and just transition”
investment pillar supported by the regional
economic development framework. There
are multiple projects underway worldwide to
strengthen regional economic diversification
and equip communities to tackle the
challenges of climate change. Through the
social investment reporting system, data is
already collected around how we contribute
to “stable, beneficial work and economic
opportunities” and delivering “diverse,
inclusive and secure economies”.
We also apply local and Indigenous
participation requirements throughout our
energy and other procurement processes.
This ensures that local and Indigenous
employment and procurement are optimised,
thereby building capability within these
groups to take advantage of transition-
related opportunities.
For our workforce, this means we need to
support affected employees to transition
to other opportunities either within our
business, with other resource companies
in different locations, or to new
industries altogether. 
As an example, the introduction of the
ELYSIS™ technology in Canada or battery-
electric haul trucks at our mines will create
an ecosystem of new opportunities and jobs.
We will work closely with our employees and
host communities to plan for these changes.
Engagement and
transparency
We are currently rolling out an annual
sentiment survey through our Local Voices
program which was initiated in 2023. This
survey includes questions around climate
change and communities’ understanding of
the potential impacts and opportunities
associated with decarbonisation.
We also facilitate civil society organisation
roundtable events in 3 locations each year.
These events provide a space for
engagement around our work towards a just
transition.
Action in 2025
Our future actions will focus on the following
objectives:
further embedding just transition
principles and commitments into our
project decision-making processes
better understanding the social impacts of
our decarbonisation strategy
providing greater transparency for
workers and communities affected by our
transition activities.
Climate policy
and advocacy
We support the goals of the Paris
Agreement to pursue efforts to limit the
global average temperature increase to
1.5 degrees, and do not advocate for
policies that undermine this or discount
Nationally Determined Contributions. Our
high-level policy positions are:
Business has a role to play in climate
policy development; this should be
effective, fair, pragmatic, market-
based and support free trade.
Carbon pricing is the most effective
incentive for business to reduce
emissions, but may not be sufficient
for hard-to-abate parts of our carbon
footprint (for example carbon anodes,
minerals processing).
Climate policy should not undermine
competitiveness and result in carbon
leakage - carbon border adjustment
mechanisms or alternative policies are
necessary.
Other policy tools are necessary to
decarbonise minerals and metals:
grant funding and tax incentives for
research and development; product
standards and procurement
obligations to drive the deployment of
pre-commercial technology.
While business has a vital role in managing
the risks and uncertainties of climate change,
governments can support the challenge by
providing enabling frameworks, including
policies and programs, which increase
momentum to shared net zero goals. 
Rio Tinto’s direct engagement on climate
policy is underpinned by the climate
commitments and principles which represent
a guide to the positions taken in both direct
and indirect advocacy. Overall advocacy
positions will balance the commitment to
these principles and the climate targets set
with the need for an efficient permitting
process that is essential for project
development. This includes projects that
decarbonise our operations or those that
produce transition materials and support
local communities and jobs in the regions
where we operate.
We actively engage on climate and energy
policy with governments, industry and civil
society in the countries where we operate in
different ways to help shape policy,
regulation and frameworks. We post all
standalone submissions to government
consultation processes on our website.
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For more information on our climate
position and advocacy, see riotinto.com/
climateposition
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We encourage industry associations to align
all climate related advocacy with the goals of
the Paris Agreement. We publish our review
of the climate advocacy of industry
associations annually.
Our approach to policy advocacy has been
informed by our regular engagement with
investors and stakeholders.
Our climate related advocacy is focussed on
policy and other measures which enable
decarbonisation of operational emissions,
production of metals and minerals required
for the energy transition and support for the
goals of the Paris Agreement.
Below are examples of the focus areas and
objectives for engagement on key climate
policy areas.
Industry associations and civil
society
Industry associations and civil society
organisations play an important role in policy
development and reform. 
Industry associations’ views will not always
be the same as ours, so we periodically
review our memberships in individual
associations. This assessment may include:
the purpose of the association and the
value the membership may provide to our
business and our investors
appropriate governance structures within
the industry association policy positions
and advocacy of the industry association.
Where our membership is significant, we will
work in partnership with industry associations
with the aim of aligning these policy positions
with our climate and energy policy. Where
significant differences in policy positions arise
we may:
provide greater clarity on our own policy
positions, through standalone direct
company submissions on policy issues or
direct engagement with policy makers
work as part of that industry association
to understand alternative points of view
and to seek common ground or seek a
broader balanced response to areas of
difference
seek a leadership position in the
governance body of that industry
association to further influence the
policies and perspectives of that
association, or
suspend our membership, if it seems
formal dialogue processes undertaken for
more than 12 months will not resolve our
differences in positions. In making this
decision we would also consider other
benefits (unrelated to climate change)
membership of such associations brings
to our business, our investors and other
stakeholders.
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For more information for more information
on our work with industry associations,
including our review of their climate change
advocacy activities, see riotinto.com/
industryassociations
Climate policy and
advocacy governance
Our Climate Policy and Advocacy team
engages with industry associations, civil
society organisations, investors, government
bodies, and other stakeholders on climate-
related policies, regulations, and reporting.
Submissions to direct government
consultations on climate related policy are
typically developed by this team in
conjunction with subject matter experts or
decarbonisation project leads, reviewed by
our government relations and legal teams,
and then approved by the relevant country
Director or senior executive.
The Board approves our positions on climate
change policy, our approach to engaging with
industry associations and our annual review
of indirect advocacy. Management is
responsible for comparing our positions with
those of individual industry associations on a
“comply or explain” basis.
2024 Activities
Decarbonising energy systems
Government’s sectoral decarbonisation plans and policies should
support investment certainty and drive an orderly transition of
energy systems while supporting operational decarbonisation
through the delivery of sufficient supply of competitively priced,
reliable, low-carbon energy.
In Australia, we participated directly and indirectly through industry associations in the
development of the Electricity and Energy Sector Plan and conducted extensive engagement
with a range of government bodies on the critical role of renewables in our operational
decarbonisation pathways.
In Canada, we had industry-level discussion with Federal and Territory authorities on the
importance of clean energy for the development of critical mineral mining projects. We have
also proposed the expansion of inter- and intra-provincial power lines to provide renewable
electricity for projects needed for the low-carbon industrial transition, as well as for the clean
electricity tax credit to include intra-provincial power lines.
Development of carbon pricing schemes to support
the transition
In the absence of global carbon prices, country level carbon
pricing or emissions reductions schemes must balance shared
net zero emissions with competitiveness of our operations and
risks of carbon leakage.
We supported the transition of British Columbia’s carbon tax scheme to an output-based
pricing scheme while ensuring the competitiveness of our recently modernised aluminium
smelter in Kitimat. Through industry associations, we also supported the use of high-quality
regulated credits as an additional tool to meet compliance obligations and to support
emissions reduction outside the scope of the Quebec Cap-and-Trade System.
Development of a sustainable low-carbon liquid fuels
industry 
Displacing diesel use requires a range of options, including fleet
electrification and the use of renewable diesel alternatives.
Government policies are required to support the development
of a competitive and sustainable low-carbon liquid fuels market.
We published a briefing paper on Transitioning our Diesel Fleet, including outlining policy
support required.
In Australia, we advocated for supply side mechanisms to support the development of a
competitive renewable diesel market in our submission to the Future Made in Australia: Low
Carbon Liquid Fuels consultation process, and the development of sectoral decarbonisation
plans, and provided technical input into the development of an Australian renewable diesel
standard.
We submitted support for the development of a new Australian Carbon Credit Unit
methodology to incentivise sustainable biogenic feedstock projects in Australia.
We advocated for reporting frameworks that enable recognition of emissions reduction from
biofuels use and certification of full value chain carbon intensity.
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2024 Activities
Progressing decarbonisation plans for the aluminium industry
Decarbonisation of hard to abate energy intensive processing
activities requires significant investment in technology
development and deployment, and support which ensures global
competitiveness of these sectors through the transition in the
absence of a global carbon price.
In Australia, we undertook extensive engagement with state and federal government
departments to increase awareness of the aluminium value chain, decarbonisation pathways
and economic considerations. We advocated for support for the transition and decarbonisaton
of these industries in our submissions to the Future Made in Australia: Unlocking Green
Metals Opportunities consultation and the development of the Industrial Sector
Plan (ongoing).
Climate-related financial reporting
We support the development of frameworks that encourage
transparency and provide the key disclosures required for investors
and other external stakeholders to compare progress against climate
ambitions, enhance competitiveness in global markets, attract
investment and accelerate the transition of economies.
We provided feedback by our Australian industry associations on Treasury’s Exposure Draft
Legislation and the AASB S2 Exposure Draft supporting alignment with international
standards to balance increased transparency with efficiency of reporting and comparability of
data.
Providing the materials and minerals essential to the
energy transition
In Australia, we advocated for the inclusion of copper, aluminium, alumina and bauxite into
Australia’s revised Critical Minerals List as they are central to the clean energy transition
(high-purity alumina was already on the list). Subsequently, aluminium and copper were
included in a newly formed Strategic Materials List.
In Canada, we advocated for the inclusion of high purity iron ore on Canada’s Critical
Minerals List as a key input into low-carbon steel manufacturing.
Additional areas of focus for 2025
Growing demand for low carbon products
We will engage with the Australian government’s development of the Renewable Energy and
Product Guarantee of Origin certifications, to promote transparent and consistent disclosure
of carbon intensity.
We will engage with the government of Quebec through public consultation on the future of
the Cap-and-Trade scheme in Quebec, and support the inclusion of indirect emissions in the
EU Carbon Border Adjustment Mechanism to support the production of low carbon
aluminium.
Physical climate risk and resilience
We will continue to enhance our resilience to
a changing climate, aiming to ensure the
long-term viability of our assets, our people, 
communities and broader value chains.
We will:
Monitor risks across our operations and
adapt our processes to make sure our
sites are managed responsibly and safely
for our people, surrounding communities,
and the environments we work in, now
and in the future.
Undertake physical climate risk financial
modelling and enhance the accuracy and
completeness of the data used for the
analysis where possible.
Refine our physical resilience program
based on the outcomes of the physical
risk analysis.
Physical climate risk refers to the negative
effects of extreme weather and changing
climate conditions, classified as 2
main types:
Acute climate risks: Sudden, severe
events like tropical cyclones, wildfires,
heatwaves, extreme rainfall, flooding, and
hail. These can disrupt operations, damage
infrastructure, impact communities, and
increase operational costs.
Chronic climate risks: Gradual changes
such as rising sea levels, increasing
temperatures, and altered precipitation
patterns. These can reduce resource
availability, increase costs, affect
productivity and workforce health, and
impact supply chain resilience.
Building resilience involves anticipating,
adapting to, and recovering from these impacts
to ensure the long-term viability of assets,
people, communities and value chains.
Our strategy and approach
Our approach to physical climate risk and
resilience is centred around 4 pillars that
guide our risk management and our work on
adaptation:
1. Weather/climate analytics
and insights 
Across the Group, we use advanced weather
and climate data products. These include
short-term weather forecasts and severe
weather forecasts that aid in operational
planning and emergency responses. Climate
outlooks support mine planning and
resilience by providing insights into rainfall
and cyclone patterns. Catastrophe modelling
estimates financial impacts from extreme
events. Long‑term climate change
projections assess future extreme events
and inform risk and resilience assessments,
operational strategies and financial planning.
Climate change projections are available for
every site in our portfolio (including non-
managed assets). Down-scaled climate
change projections are available for over 60
climate change variables and future emission
scenarios from the IPCC Coupled Model
Intercomparison Project 5 and 6 (CMIP5 and
CMIP6). We have completed flood risk
modelling for 100% of our managed and
non-managed assets. These span present-
day, medium and long-term time horizons. 
2. Physical risk identification
and assessment
Our approach to quantifying and assessing
physical risk covers individual assets
(bottom-up) and Group level (top-down). We
first identify climate risks and opportunities
across varying time horizons and emission
scenarios. Next, we evaluate their potential
financial and non-financial consequences
and likelihood, then we prioritise these risks
by materiality for effective risk management
and appropriate resource allocation. This
process is integrated within the Rio Tinto
Risk Management Information System. The
scope of our assessments includes our
operations and the environments in which we
operate, our people, the communities who
host us and our supply chain. 
3. Resilience planning and adaptation
Our resilience planning identifies the most
appropriate resilience measures to manage
climate risks and adapt to them. We
comprehensively evaluate an investment
decision before funding is approved. This
includes prioritising projects and engaging
key stakeholders to seek alignment on the
investment and its implementation. 
4. Monitoring and evaluation 
We actively and regularly monitor risks, with
clearly defined roles and responsibilities. We
continually evaluate the latest generation of
climate change data and emerging
technologies to assess the risk profile of our
assets and infrastructure over time. Where
we have identified a material change to the
economic, social, environmental or physical
context of the risk, we revisit the assessment
process. 
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Risks and impacts
We have identified 8 Group-level material physical climate risks.
The table below takes into account both the short-term risk that could emerge during current operations and the
long-term risk associated with climate change.
Key
l
Short term (0-2 years)
l
Medium term (2-10 years)
l
Long term (10+ years)
Risk, impact and time horizon
Environmental
triggers
Risk management
Tailings storage facility (TSF)
containment breach/failure due to
geotechnical instability or significant
erosion event
ll
Extreme rainfall,
flooding
Our facilities comply with local laws and regulations and have risk management
protocols in place, including a Group safety standard for tailings and water storage
facilities. We regularly update this standard and undergo internal and external
assurance checks. Our operational TSFs have, or are developing, tailings response
plans and follow strict business resilience and communications protocols.
Water shortages, supply and
availability impacting operations
and production, water treatment
and environmental compliance,
dust control and community
relations
ll
Rainfall,
temperature
We use a water risk framework to identify, assess and manage water risks across our
portfolio of managed operations (see page 36). The framework requires us to consider
whether sufficient water is available to supply both our operational demands and the
demands of other stakeholders within the broader catchment. We apply rigorous standards
and processes to ensure effective controls are in place at all sites. This includes our Group
water quality protection and water management standard, and a standardised Group water
management control library which describes all controls identified to manage our water
risks. Asset-specific climate change risk and resilience assessments further enable
continued improvement of water risk management over time.
Damage to critical coastal
infrastructure (shipping berths, ship
loaders, stackers/reclaimers,
conveyors) resulting in operational
and supply chain disruption
lll
Tropical
cyclone/storm,
wind,
storm surge
Our coastal infrastructure is designed to withstand the wind loading and other impacts
associated with extreme events, including severe tropical cyclones. Established
business resilience management plans offer frameworks for response, continuity, and
recovery in the event of a natural catastrophe scenario, aiming to minimise damage
and resume operations swiftly. Our engineering risk assessment program, including
asset-level critical risk assessments, considers natural catastrophe modelling and
associated risks, if appropriate.
Damage and outages of critical
electrical (motors, generators,
cooling systems) and power
(substations, transformers,
transmission lines) infrastructure
leading to operational downtime
and damage to equipment
lll
Tropical
cyclone/storm,
extreme rainfall,
flooding,
extreme
temperatures,
lightning
Electrical and power infrastructure is designed in accordance with local engineering
and design standards and internal electrical safety standards and is considered in our
asset-specific climate change risk and resilience assessments. Flood risk modelling
(surface water, riverine and coastal inundation) incorporating future climate change
projections has been completed across our portfolio of managed and non-managed
operations.
Damage to critical mining and
production infrastructure (eg
fixed plant, conveyors) resulting
in operational disruption
lll
Tropical
cyclone/storm,
extreme rainfall
and/or flooding
Critical mining and production infrastructure is designed in accordance with local
engineering and design standards and considered in our asset-specific climate change
risk and resilience assessments. Assets located in tropical cyclone-affected regions
have appropriate controls to minimise damage and operational downtime. Flood risk
modelling incorporating future climate change projections has been completed across
our portfolio of managed and non-managed operations.
Health and safety and productivity
of workforce resulting in reduced
productivity, dehydration and
impaired ability to work safely and
efficiently
ll
Extreme heat
Controls are in place to manage the risk of extreme heat for our workforce, including
adequate acclimatisation prior to starting work. Those undertaking high-risk heat tasks
are monitored daily for signs or symptoms of heat illness and stress. Operator
checklists ensure adequate hydration and work area management. Provision is made
for cool rest areas with access to cool drinking water. Our workforce is able to self-
pace their workload ensuring regular breaks.
Disruption to transport routes
(maritime, rail, air and road access)
and supply chain (supplies and
critical spares and access to direct
customers)
lll
Tropical
cyclone/storm,
extreme heat,
extreme rainfall,
flooding
We are working to better understand the interdependencies across our entire operation.
We operationalised analytics that provide real-time natural hazard impacts for over 50%
of our tier 1-3 goods suppliers. Being alerted to potential supply disruption in real-time
allows our teams to make informed decisions to reduce supply chain disruption. This work
aims to identify critical components of our product group supply chains and manage the
potential adverse impacts from physical climate risk.
Acute and chronic climate
change impacting closure
objectives
ll
Tropical
cyclones/storm,
temperature,
rainfall, flooding,
sea level rise
We consider these impacts when planning and executing closure. We use latest-
generation climate change projections specific to the site to inform appropriate
landform design, water management and vegetation selection. This is to support
modelling per local regulatory requirements and internal closure standards. Ongoing
and regular monitoring and maintenance of the site is essential to ensure the
effectiveness of closure measures, including monitoring water quality, soil erosion,
vegetation growth and any potential contamination or instability issues.
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Modelling financial exposure to
physical climate risk 
In 2022, we launched the Physical Resilience
Program, starting with resilience assessments
in the Pilbara and Saguenay–Lac-St-Jean. In
2023, we expanded to a Group-wide
assessment to understand climate risks and
financial impacts. We continue to improve
financial risk modelling and enhance asset-
level climate resilience assessments.
We update our scenario analysis for physical
risk assessments in line with our strategic
planning cycles or when there are significant
changes to our assets or sites. This year,
there have been no material changes to our
business or operations, so our current
assessment remains relevant. However, we
have revised our assessment to confirm our
business remains resilient to the identified
physical risks.
Our climate physical risk modelling analysis,
performed in collaboration with Marsh,
estimated the expected financial losses from
damage to individual assets, across various
time horizons and emission scenarios
caused by physical climate hazards. This
analysis used modelling from XDI (Cross
Dependency Initiative). Losses associated
with business interruption or productivity loss
were excluded due to the complexity of our
value chain and the increased subjectivity of
loss attribution. 
This modelling process and methodology
considers the following: 
1)Asset portfolio: Includes a significant
breadth of assets, including mining assets
and critical infrastructure components
integral to our operations. Only active
industrial and mining facilities were
modelled, including non-managed
operations. Corporate offices and remote
operation centres have been modelled
but are not presented in this analysis.
Assets in our closure portfolio have not
been modelled, but are considered in
bottom-up physical risk and resilience
assessments.
2)Climate scenarios, time horizons
and hazards:
Emission scenario
Description and outcome
Intermediate
emissions
scenario
IPCC
Representative
Concentration
Pathway 4.5
(RCP4.5)
Emissions peak around
2040, then decline.
Relative to the
1986-2005 period, global
mean surface
temperature changes
are likely to be
1.1°C-2.6°C by 2100. 
High emissions
scenario
IPCC
Representative
Concentration
Pathway 8.5
(RCP8.5)
Emissions continue to
rise throughout the 21st
century and is
considered a worst-case
climate change scenario.
Relative to the
1986-2005 period, global
mean surface
temperature changes
are likely to be
2.6°C-4.8°C by 2100. 
Multiple future time horizons are
modelled, including 2030 (medium term),
2040 and 2050 (long term). Eight climate
hazards are modelled in this analysis,
including flooding (riverine and surface
water), coastal inundation, including sea
level rise, extreme heat, cyclonic wind,
extreme wind, forest fire and freeze-thaw. 
3)Annualised damage (AD): The output of
the modelling is calculated for each asset
under various climate scenarios, time
horizons and hazards. AD, expressed as
a percentage, represents the expected
average annual damage to an asset
attributable to climate-related hazards
relative to a fixed value
(eg $1 million). As such, an AD of 0.5%
would mean that for every $1 million of
exposure, $5,000 could be damaged, on
average, in any given year. 
Asset-specific outputs have been
aggregated to the site, region and Group
level. Risk categorisation is based on the
AD values, with thresholds set at <0.2%
for low AD risk, 0.2-1% for medium AD
risk, and >1% for high AD risk.
Estimates consider a stationary “do
nothing” approach for our operating
assets and do not consider present or
future controls, or adaptation or resilience
projects that will likely materially impact
our AD cost.
Annualised damage risk scores
At the Group level, present day AD losses fall
within the initial range of the medium AD risk
category (0.2-1%). Considering projected
future emission scenarios by 2050, we
expect increases in AD. This places the
Group’s AD in the intermediate range of the
medium AD risk category, potentially
exceeding a two-fold rise from present
values. 
Currently, across 9 core climate geographies
where we operate, the risk of AD is low in 3
regions, medium in 5 and high in 2. Notably,
sites in Asia, the Middle East and Guinea are
the primary contributors to the highest risk
classification. In both the intermediate and
high emissions scenarios, by 2050, eastern
Australia and New Zealand are also
expected to be classified as high risk with up
to a four-fold increase in AD. This is
principally due to the potential effects of
coastal inundation, surface water flooding
and cyclonic winds. Other notable increases
in risk are in Europe and the Middle East (an
approximate 60% increase). The risk trend in
Asia is steady through time.
In assessing the risk of various hazards
under different emissions scenarios
projected for 2050, there is a notable shift in
the risk profile for various perils across our
operating sites. The number of sites at risk
from coastal inundation, riverine flood and
surface water flood increase under both
future emission scenarios. Of all hazards,
riverine flood sees the largest increase by
2050 under a high emissions scenario. The
number of operating sites at risk from
cyclonic wind, extreme wind, forest fire,
freeze-thaw and soil subsidence is not
expected to materially change with future
emissions scenarios.
Considerations and limitations
Our climate physical risk modelling
acknowledges limitations and uncertainties
due to the dynamic nature of the Earth’s
climate and unpredictable future GHG
emissions. These models represent plausible
futures, not predictions, and are useful for
assessing risks and informing strategic
decisions.
The accuracy of our analysis depends on the
quality of asset data and assumes no
changes in operations or design standards.
Each asset is assigned an archetype, which
may not fully capture its unique
characteristics, affecting the risk profile.
This analysis is iterative, evolving with new
insights and projections. We plan to update it
regularly to reflect changes in our asset base,
guiding our physical resilience program.
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Annualised damage risk | Group and regional
Intermediate emissions scenario
High emissions scenario
Present
2030
2040
2050
2030
2040
2050
Rio Tinto Group
Africa
Asia
Australia East and New Zealand
Australia West
Canada East
Canada West
Europe and Middle East
South America
US
Low risk (<0.2%)
Medium risk (0.2-1%)
High risk (>1%)
We remain resilient to identified physical climate risks due to our robust adaptation and resilience measures. See page 158 for more on our
resilience to physical risk impacts.
2024 progress
Throughout 2024, we made progress on
managing and adapting to our physical
climate risks. 
Global Industry Standard on Tailings
Management (GISTM): In accordance
with GISTM guidelines, we continue to
make progress on the climate resilience
assessment process for our tailings
storage facilities (TSFs). This approach
tests the design basis of each TSF
component, considering future
climate change. We have completed
assessments for high priority TSFs
and are continuing to progress with
assessments for all remaining facilities,
which are expected to be completed by
August 2025.
Supply chain: This year, we
operationalised analytics that provide
real-time natural hazard monitoring for
50% of our supply chain (tier 1-3 goods
suppliers). Being alerted to potential
supply disruption in real time provides our
teams with the opportunity to make
informed decisions to reduce supply
chain disruption.
Water supply: In 2024, we continued to
enhance our water risk management by
evaluating our ability to maintain a reliable
power supply from external hydropower
providers. This includes assessing power
generation and electricity transmission. To
support this, we conducted a climate risk
assessment at our ISAL smelter.
Action in 2025
In 2025, we will progress our bottom-up
physical risk and resilience assessments
across our operating sites and TSFs, in
accordance with the GISTM. We will
continue to refine and enhance the data
inputs and estimates used in our modelling to
generate more accurate and meaningful
results that will help focus our activities in
2025 and beyond.
Extension of Value at Risk (VaR)
analysis/financial risk: We advanced
the Global VaR top-down risk assessment
with more detailed financial risk modelling
at a product group level. We have
completed the assessment of our Iron
Ore product group and have started work
on the Aluminium product group and
expect to complete this in 2025. In
addition to asset damage, the product
group level assessment also evaluates
the impacts of business interruption on
Group revenue.
Bottom-up risk assessments: Asset-
level climate resilience assessments are
advancing across all product groups as
part of a broader multi-year program. In
2025, we plan to perform a
comprehensive review of the
methodologies and governance
processes supporting climate risk
management and resilience measures.
This will focus on strengthening the
integration of climate resilience analysis
and planning into asset-level risk
assessment frameworks and processes.
Water supply: In 2025, we will conduct 2
climate risk assessments on non-
managed hydropower supply for the
NZAS and Bell Bay aluminium smelters.
We will also assess our water supply at
our operations in Gladstone.
 
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For more information on physical risk and
resilience, see riotinto.com/climaterisk
Climate-related
governance
The Board
The Board has ultimate responsibility for our
overall approach to climate change. This
includes the oversight of climate-related risks,
opportunities, strategy, projects, partnerships,
physical resilience, engagement, reporting,
and advocacy as per the Schedule of Matters.
Climate change and the low-carbon transition
present material risks and opportunities for our
business, forming a key part of our strategy
and ESG objectives. The Board approves our
overall strategy, policy positions, and climate
disclosures within this report, delegating
specific responsibilities to committees and the
Chief Executive. These factors are considered
in strategy discussions, risk management,
financial reporting, investment decisions, and
executive remuneration.
The Board regularly receives updates on
climate-related matters at board meetings. The
CFO presents a performance report, including
a dashboard of KPIs and a detailed
decarbonisation scorecard covering, but not
limited to, operational emissions, offsets,
abatement projects and Scope 3 emissions.
In the past 12 months, the board agendas
have included climate-related items, such as
discussions on the Boyne Smelter repowering
solutions and NZAS electricity arrangements.
The Board balances environmental goals with
financial and social implications. For example,
we secured 2.2 GW of renewable energy for
the Boyne Island smelter through PPAs.
Although the Pacific Aluminium Operations
average is in the 4th quartile of the aluminium
cost curve, repowering the smelter should help
it move lower down the cost curve. This
decision highlights the trade-offs between
advancing decarbonisation goals and
supporting local employment in the Gladstone
region. Climate-related matters are also a key
part of the biannual strategy sessions.
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In 2022, our shareholders supported the CAP
put forward to them by the Board, in a non-
binding advisory vote on our ambitions,
emissions targets and actions to achieve
them. The Board further committed to
repeating this vote every 3 years, at a
minimum, unless there were significant
changes in the interim, in which case the CAP
would be returned to the next immediate AGM.
The principles which formed the basis for the
development of the 2025 CAP were presented
to the Board in October and approved as part
of the Annual Report preparation and review
process.
Progress against commitments in the
CAP is reported once a year to our
stakeholders via the climate disclosures in
the Annual Report. These disclosures are
supplemented with briefing papers, our
Quarterly Operations Review, press
releases and other reports on our progress.
In addition, we consulted our shareholders
and CSOs during the work to update this
2025 Climate Action Plan.
Given the importance of climate-related
matters, we have specifically considered
candidates with experience in climate and
renewable energy when hiring directors. When
considering the composition of the Board, we
used an external consultant to identify where
we need particular strengths and skills on the
Board in relation to climate and the Group’s
forward strategy. We also request updates from
our Directors biannually regarding any training
they have undertaken, maintaining a register of
this information. We expect our Directors to
remain informed and up to date on relevant
matters.
To further support the Board’s strategic
oversight of climate risk, we also conduct
teach-in sessions for new projects and key
updates on decarbonisation initiatives. These
sessions are focused on strategic priorities
and are also held when critical decisions need
to be made. For example, during the Pacific
Aluminium Operations repowering project, the
Chief Decarbonisation Officer briefed the
Board on our objectives. While these teach-ins
contribute to capacity building, there is a need
for more formal training. We will define
measures taken to further enhance Board
competencies with respect to managing
climate-related matters.
Book-red_dark.gif
For additional information see our Strategic
context and strategy sections on pages 6-7.
Summary of 2024 activities:
Updated the Group’s operational
decarbonisation pathway and
associated expenditure.
Engaged with investors and civil society
organisations following the publication
of our 2023 Climate Change Report.
Approved the 2023 Climate Change
Report and climate-related disclosures
in the 2023 Annual Report notes to the
financial statements.
Approved the principles for inclusion
in our 2025 CAP.
Approved various projects that
support the growth in production of
transition materials and our internal
decarbonisation objectives.
Approved the Group’s strategy and
scenarios, including the use of climate
scenarios and the impact and
opportunities arising from the
energy transition.
Incorporated new long-term
decarbonisation metrics in the 2024
Performance Share Awards (PSAs) to
incorporate 20% of the award being
based on decarbonisation (People &
Remuneration Committee).
Approved Group physical resilience
program (Sustainability Committee).
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For more information on the Board, their
activities and composition see pages
Sustainability Committee
The Sustainability Committee is responsible
for the oversight of key sustainability issues
including social and environmental matters
that are impacted by climate change,
particularly those relating to water and
biodiversity. An updated Terms of Reference
has been drafted to reflect these
responsibilities including oversight of
physical resilience to climate change.
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For more information see pages 117-118.
Audit & Risk Committee
The Audit & Risk Committee is responsible
for risk management systems and internal
controls, financial reporting processes and
the relationship with the external auditors as
noted in its committee charter. This involves
the oversight of significant issues of
judgement relating to the financial
statements including those relating to
climate, consideration of climate policies, and
stress testing our strategy against selected
scenarios. It also includes appointing and
maintaining our relationship with the external
auditors who assure GHG emissions and
ensure the effectiveness
of the risk management framework.
People & Remuneration Committee
The role of the People & Remuneration
Committee includes the oversight of the
Group’s remuneration structure, including the
use of short- and long-term incentive plans
for the Executive Directors, as reflected in its
charter. This will include performance against
strategic measures linked to decarbonisation.
In 2024, 10% of the short-term incentive plan
(STIP) and 20% of the long-term incentive
plan (LTIP) were weighted towards
decarbonisation, including the progress of
our carbon abatement projects. See pages
119-145 for four 2024 remuneration
outcomes and the incorporation of climate-
related measures in the STIP and LTIP.
Management role
Investment Committee
The Investment Committee reviews and
approves the Group’s capital expenditure in
relation to abatement projects and climate
change research and development.
Decarbonisation investment decisions are
made under a dedicated evaluation
framework that considers the value of the
investment and impact on cost base, the
level of abatement, the maturity of the
technology, the competitiveness of the asset
and its policy context, and alternative options
on the pathway to net zero. Projects are also
assessed against our approach to a just
transition, with consideration of the impact on
employees, local communities and industry.
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For more information see our Capital
allocation and investment framework on
page 63 for more detail.
Chief Executive and Executive Committee
The Chief Executive is responsible for
delivering the CAP, as approved by the
Board, with the Executive Committee
supporting this role. Risk management,
portfolio reviews, capital investments, annual
financial planning and our approach to
government engagement are integrated into
our approach to climate change and
emissions targets. The annual financial
planning process focuses on the short term
(up to 2 years). The new growth and
decarbonisation strategy is part of the
medium-term planning process.
Remuneration: Our Chief Executive’s
performance objectives in the STIP include
delivery of the Group’s strategy on climate
change. These are cascaded down into the
annual objectives of relevant members of the
Executive Committee, including the Chief
Technical Officer, and other members of senior
management. Decarbonisation is also included
as a performance measure in the STIP and
LTIP as described above. See pages 119-145
for our 2024 remuneration outcomes and the
incorporation of climate-related measures in
the STIP and LTIP.
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As part of our updated evaluation approach
approved by ExCo and the Board in April
2024, we will hold a decarbonisation review
session once or twice a year as part of the
regular ExCo schedule to discuss the overall
decarbonisation roadmap and abatement
portfolio. This will also cover projects and
investment proposals related to mitigating
Scope 3 emissions. The review session will
consider any future changes to our targets or
commitments should they be necessary.
The Chief Decarbonisation Officer and Rio
Tinto Energy and Climate team will organise
and facilitate the forums, with inputs from our
Commercial team on Scope 3 projects.
Energy and Climate team
In 2022, we established a central team,
Rio Tinto Energy and Climate (RTEC), to
deliver progress on our CAP. This is led by
the Chief Decarbonisation Officer, who
reports to the Chief Technical Officer and is
accountable for all aspects of the CAP. The
RTEC team is structured according to the
main areas of our abatement work that drive
decarbonisation across our operations,
including a Nature-based Solutions team.
Two additional teams complete the RTEC
organisation: a Decarbonisation Office that
monitors and forecasts GHG emissions, tracks
investment decisions and coordinates our
approach to physical climate risks; and a
Climate Policy and Advocacy team that is
responsible for engaging with industry
associations, civil society organisations,
investors, government and other stakeholders
on climate related policies, regulation and
reporting. Rio Tinto Commercial drives the
approach to Scope 3 emissions, given its
responsibility for procurement, shipping and
sales to our customers. The Decarbonisation
Office prepares a quarterly progress report for
the Executive Committee, which includes
operational emissions and progress on
abatement projects and other areas of
our CAP. 
Management of climate-related
risks and opportunities
The Board approves our risk appetite and
oversees our material risks, and is supported
in monitoring material risks by the Audit & Risk
and Sustainability committees.
Climate-related risks and opportunities are
integrated in our enterprise-wide risk
management framework. These are identified
by the product group or supporting functions,
then included in the appropriate risk register.
These will be assigned a Risk owner and
evaluated on the maximum reasonable
consequence and likelihood of the risk.
Consequences may include the impact on
Group free cash flow or business value, or
reputation and licence to operate. These risks
are escalated to the appropriate level of
management for oversight and action. See
pages 88-91 for more detail on our risk
management process, emerging risks,
materiality matrix and assessment of
material risks.
We actively monitor and assess the potential
impact of climate risks and opportunities on
our operations and business through scenario
planning. See pages 43 and 66 for more detail
on how we use scenarios to identify climate-
related transition and physical risks and
portfolio opportunities.
Climate change and the low-carbon transition
remain critical emerging risks, with potential
to have a significant impact on our business
and the communities where we operate.
Emerging risks that could materially impact
strategic objectives are incorporated within
our material risks and, where possible, we
develop responses to mitigate threats and
create opportunities for the Group. Climate-
related risks and opportunities linked to
several of these material risks are listed
below:
2. Preparing our Iron Ore business to
meet the demand for low-carbon steel.
4. Minimising our impact on the
environments we work in and building
resilience to changes in those
environments, including climate change
and natural hazards.
7. Delivering on our growth projects.
8. Achieving our decarbonisation
targets competitively.
10. Conduct our business with integrity,
complying with all laws, regulations
and obligations.
See pages 91-98 where we have described
the risk or opportunity, the key regions
impacted, our risk management responses,
and the relevant groups with oversight of
each process.
These risks or opportunities, if material, are
linked to one of the above Group material
risks and reviewed on a quarterly basis by
the Risk Area of Expertise and the Risk
Management Committee (RMC). All
employees are empowered to own and
manage the risks that arise within their area
of responsibility. Our Centres of Excellence,
comprising our 2nd line of defence, provide
deep subject matter expertise, for example
steel decarbonisation. Our Internal Audit
function provides independent assurance.
Where required by law, or where deemed
appropriate, we also engage third parties to
provide independent assurance. Where risks
are material to the Group, they are escalated
to the RMC and, as appropriate, to the Board
or its committees.
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For more information see pages 88-98 on
our approach to risk.
Climate-related metrics
and data
We have established key metrics to help us
track our progress against our decarbonisation
targets, ensuring we are advancing towards a
sustainable and low-carbon future.
Our metrics help us manage and monitor our
climate risks and opportunities including metrics
for transition-related opportunities (the increased
demand for transition materials) provided on
page 46 (transition materials metrics), and
physical risks metrics including the financial
exposure metric and annualised damage metric
detailed on pages 68-69.
We have also disclosed other ESG-related
KPIs, metrics and targets that integrate
with our objective of striving for impeccable
ESG credentials within the respective
Environment, Social, and Governance
sections of this Form 20-F. A summary of
these metrics is found on page 34 with other
Group KPIs on pages 12-14.
Scope 1 and 2 emissions:
Our operational emissions targets are
ambitious - to reduce emissions by 50% by
2030 relative to 2018 levels, reaching net
zero by 2050. Our targets cover more than
95% of our reported Scope 1 and 2
emissions and are aligned with 1.5°C
pathways. We adjust our baseline to exclude
reductions achieved by divesting assets and
to account for acquisitions.
Our definition of net zero applies to our
operational (Scope 1 and 2) emissions on an
equity basis. See pages 49-57 for detail on
how we are reducing emissions in our own
operations.
Scope 1 emissions are direct GHG emissions
from facilities fully or partially owned or
controlled by Rio Tinto. They include fuel use,
on-site electricity generation, anode and
reductant use, process emissions, land
management and livestock. Scope 2
emissions are GHG emissions from the
electricity, heat or steam brought in from third
parties (indirect emissions). This is consistent
with the World Resources Institute (WRI) and
World Business Council for Sustainable
Development (WBCSD)’s Greenhouse Gas
(GHG) Protocol: A Corporate Accounting and
Reporting Standard (Revised Edition) (2015).
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Performance against target: Scope 1 and 2 GHG emissions – adjusted equity basis (Baseline1)
Equity GHG emissions (Mt CO2e)
2024
2023
2018
Adjusted (Baseline) Scope 1 and 2 emissions2
30.7
33.9
Carbon credits3
1.1
0
Baseline net Scope 1 and 2 emissions
29.6
33.9
Emissions target base year (Baseline, adjusted for acquisitions and divestments)
35.7
See our 2024 Scope 1, 2 and 3 Emissions Calculation and Climate Methodology report and our 2024 Sustainability Fact Book for further detail on our
emissions reporting methodology. We engaged KPMG to provide reasonable assurance over the 2024 Scope 1 and 2 data.
Changes to our 2018 baseline include: Review of Scope 1 emissions factors and greater alignment with regional factors specified in government reporting (<1% change to emissions).
Acquisitions and divestments: Addition of Matalco aluminium metal recycling assets into reporting and baseline. Acquisition of Mitsubishi's interest in Boyne Smelters (11.65%), Sumitomo
Chemical's interest in New Zealand Aluminium Smelter (20.64%) and Boyne Smelters (2.46%), taking NZAS equity to 100% and BSL to 73.5%. Equity increase for the Ranger mine to 98.43%.
Divestment of Lake MacLeod Dampier salt operations (removal from the baseline).
1.Rio Tinto share (equity basis) as a Baseline represents emissions from our benefit or economic interest in the activities resulting in the emissions. Emissions accounted for represent current
equity and ownership for the full year.
2.The baseline value is based on the current equity in each asset, including zero equity in divested assets. Scope 2 emissions in the baseline are calculated using the market-based method.
3.Carbon credits used towards our 2024 net emissions calculation include Australian Carbon Credit Units (ACCUs) that were retired for compliance for the period 1 January to 30 June 2024
plus a projection of the number of ACCUs we expect to retire for the period 1 July to 31 December 2024. This projection is based on our Scope 1 emissions for the period 1 July - 31
December 2024. Rio Tinto retires ACCUs for liability under the Australian Safeguard Mechanism. Baselines for sites are calculated using known production intensity factors combined with
actual reported production. Liability is determined when actual emissions exceed these baselines. Due to the misalignment of timing (Safeguard being July-June), carbon credits reported
against the net emissions number include actual ACCUs retired for liability in the Jan-Jun 2024 part of the reported NGER FY24, and calculated liability using actual production and
emissions for Jul-Dec 24. For details, refer to the table "Carbon credits retired towards net emissions (equity basis)" in our 2024 Sustainability Fact Book.
2024 actual equity GHG emissions (Mt CO2e)
Scope 1
Scope 2
Total
Consolidated accounting group
13.6
0.6
14.1
Other investee (e.g. investment in associate and joint venture)
9.4
6.3
15.7
Total (equity share method)
23
6.9
29.8
This table is the disaggregation of Scope 1 and Scope 2 GHG emissions between the consolidated accounting group and other investees. The grouping is determined by the financial
definitions, but the emissions are calculated using the equity share method and percentages of emissions per site align with the carbon accounting protocol.
Scope 1, 2 and 3 GHG emissions – actual equity basis
Equity greenhouse gas emissions (Mt CO2e)
2024
2023
2022
2021
2020
Scope 1 emissions1
23
23.3
22.7
22.8
22.9
Scope 2: Market-based emissions2
6.9
9.3
9.6
10.1
10.4
Total gross Scope 1 and 2 emissions
29.8
32.6
32.3
32.9
33.4
Carbon credits3
1.1
0
0
0
0
Total net Scope 1 and 2 emissions (with carbon credits retired)
28.7
32.6
32.3
32.9
33.4
Scope 2: Location-based emissions4
7.8
7.8
8.2
8.5
8.6
Scope 3 emissions
574.6
572.5
572.3
558.3
576.2
Operational emissions intensity (t CO2e/t Cu-eq)(equity)5
6.1
6.8
7
7.2
6.9
Direct CO2 emissions from biologically sequestered carbon (eg CO2 from burning biofuels/biomass)6
0.05
0.03
0
0
0
Queensland Alumina Limited (QAL) is a tolling company and is 80% owned by Rio Tinto and 20% owned by Rusal. However, as a result of the Australian Government’s sanction measures,
QAL is currently prevented from tolling for Rusal and Rio Tinto is currently utilising 100% of the tolling capacity at QAL. Our 2024 equity emissions and our 2018 baseline include QAL emissions
on the basis of Rio Tinto’s 80% ownership. In 2024, the additional emissions associated with Rio Tinto’s additional tolling capacity were 0.8Mt.
1.Scope 1: Emission factors are consistent with the most applicable national or regional reporting guidance or schemes. For emissions not covered by government reporting, factors from the
Intergovernmental Panel on Climate Change (IPCC) Guidelines for National Greenhouse Gas Inventories are used. A full list of references is included in the 2024 Scope 1, 2 and 3 Emissions
Calculation and Climate Methodology report. In 2024 as part of the implementation of a new GHG reporting tool, the Scope 1 factors for all sites were re-visited. Some adjustments were made to
provide greater alignment with government reporting and regional factors.
2.Scope 2: Market-based method counts commercial decisions to purchase the unique rights to renewable energy as zero emissions and applies a residual mix factor (or similar) to the remaining
MWh purchased. The residual mix factor is typically equivalent to the grid intensity with renewable attributes that have been sold removed from the factor. Scope 2 emission factors are consistent
with the Australian National Greenhouse and Energy Reporting Measurement Determination 2008 for Australian operations location-based reporting. For non-Australian operations, where possible,
factors are sourced from public grid level data or electricity retailers. For market-based reporting, Scope 2 includes the use of renewable electricity certificates (RECs) and all contracts where we
have the exclusive rights to the renewable energy attributes.
Market-based emissions reported as zero include Oyu Tolgoi, ISAL aluminium, Resolution Copper, Weipa, Richards Bay Minerals and Kennecott Copper with surrendered RECs. Escondida and
QMM have renewable energy PPA contracts with energy attributes.
3.Carbon credits used towards our 2024 net emissions calculation include Australian Carbon Credit Units (ACCUs) that were retired for compliance for the period 1 January to 30 June 2024
(retired) plus a projection of the number of ACCUs we expect to retire for the period 1 July to 31 December 2024 (planned). This projection is based on our Scope 1 emissions for the period
1 July - 31 December 2024. For details, refer to the table "Carbon credits retired towards net emissions (equity basis)" in our 2024 Sustainability Fact Book.
4.Location-based method reflects the emissions grid intensity of the location which the operation is located and includes the percentage of renewables that make up the total unadjusted grid
intensity. Scope 1 and 2 equity emissions total – location-based: 30.8Mt CO2e.
5.Historical information for copper equivalent intensity has been restated in line with the 2023 review of commodity pricing to allow comparability over time.
6.GHG Protocol Corporate Accounting and Reporting Standard recommends disclosure of CO2 emissions from biologically sequestered carbon for transparency. These are from biofuel use
and are not classified as our Scope 1 emissions.
2024 actual equity GHG emissions by location (Mt CO2e)
Scope 1 Emissions
(Mt CO2e)
Scope 2
Emissions1
(Mt CO2e)
Total Emissions
(Mt CO2e)
Australia
12.9
6.7
19.6
Canada
6.1
0.1
6.2
Africa
0.6
0
0.6
US
0.9
0
0.9
Europe
0.3
0
0.3
South America
0.6
0
0.6
Mongolia
0.2
0
0.2
New Zealand
0.5
0
0.5
Other
0.9
0.1
0.9
Total
23
6.9
29.8
1.This table is a breakdown of Scope 1 and 2 equity emissions. Credits are not included in these values. Scope 2 emissions are calculated using the market-based method.
Note: The sum of the categories may be slightly different to the Rio Tinto total due to rounding.
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Scope 1 GHG emissions covered under an emissions-limiting regulation (Mt CO2e), equity based
2024
Total gross global Scope 1 GHG emissions (CO2e) covered under emissions-limiting regulations (Mt CO2e)
19.2
Total gross global Scope 1 GHG (Mt CO2e)
23
% Global Scope 1 GHG emissions covered under an emissions-limiting regulation
83%
Emissions limiting regulations applicable to Rio Tinto are listed in the 2024 Scope 1, 2 and 3 Emissions Calculation and Climate Methodology report.
2024 equity GHG emissions by GHG type (Mt CO2e)
CO2
CH4
N2O
HFCs
PFCs
SF6
NF3
Total
22.24
0.03
0.06
0.01
0.62
0
0
22.97
Note: The sum of the categories may be slightly different to the Rio Tinto total due to rounding. GHG emissions are the 6 groups of gases we report against as included in the Kyoto Protocol:
carbon dioxide, hydrofluorocarbons, methane, nitrous oxide, perfluorinated carbon compounds and sulphur hexafluoride. Nitrogen trifluoride emissions are not present/applicable in Rio Tinto's
inventory.
Total energy use (PJ), equity basis
2024
Renewable electricity generated and consumed 1
72
Contracted renewable electricity purchased and consumed 2
Renewable electricity with surrendered RECs or GOs
23
Renewable electricity contracted with energy attributes
6
Grid electricity purchased3
Grids that are materially all renewables
76
Other grids
27
Renewable energy from biomass based fuels
4
Non-renewable energy (generated electricity)
70
Other non-renewable energy4
211
Total energy consumed (PJ)
490
Energy consumption includes energy from all sources, including energy purchased from external sources and energy produced (self-generated). Energy reported excludes exports of energy to
third parties.
1.Includes our equity share of renewable energy generated and consumed.
2.Contracted renewable electricity is split into energy where we have purchased and surrender Renewable Energy Certificates (RECs), and contracts where we have the unique rights to the
energy attributes.
3.Grid electricity includes all grid consumed electricity (grids contain a mixture of renewable and non-renewable energy sources). Energy consumed from grid electricity purchased was 21%.
4.Other renewable energy includes stationary fuels, heat, anodes and reductants.
Renewable energy consumed as per the IFRS S2 Climate Related Disclosures guidance includes renewable energy the entity purchased under PPAs with RECs or GOs surrendered or
cancelled, and renewable energy consumed from biomass based fuels. The renewable energy % under this definition is 5%. 
Unlike the GHG Protocol, this guidance does not recognise the following as renewable energy: 1) renewable energy contracts where unique energy attributes are contracted without a
certificate or 2) where renewable electricity such as our hydro power generation assets supply our sites as it must be supplied specifically with RECs and GOs.
Scope 3 GHG emissions – equity basis
Total equity Scope 3 greenhouse gas emissions (Mt CO2e) 1
2024
2023
2022
2021
2020
Scope 3 emissions – upstream
29.8
29.5
30.1
32.3
30.4
Scope 3 emissions – downstream
544.8
543
542.2
526
545.8
Total
574.6
572.5
572.3
558.3
576.2
See pages 58-62 for detail on progress made against our Scope 3 targets and objectives and our main actions for 2025. Scope 3 emissions are
prepared on an equity basis, taking into account our economic interest in all managed and non-managed operations. Scope 3 emissions are
indirect greenhouse gas (GHG) emissions generated as a result of activities undertaken across the value chain. Scope 3 emissions are divided
into 15 categories, covering activities both upstream and downstream of our operations. Of these categories, Category 10 – Processing of sold
products – accounts for about 94% of the identified emissions across our value chains. For further details, refer to our 2024 Scope 1, 2 and 3
Emissions Calculation and Climate Methodology report.
We engaged KPMG to provide limited assurance on Scope 3 emissions estimates in 2024.
1.To identify and calculate Scope 3 emission sources across our operations, we have used the WRI and WBCSD, Greenhouse Gas (GHG) Protocol: A Corporate Accounting and Reporting
Standard (Revised Edition) (2015), GHG Protocol Corporate Value Chain (Scope 3) Accounting and Reporting Standard (2013) and the Technical Guidance for Calculating Scope 3
Emissions (version 1.0).
We estimate the emissions from our customers' processing of iron ore, bauxite, alumina, titanium dioxide, salt and copper concentrate using a combination of internal emissions modelling,
regional and industry level emissions factors and production and sales data. Third party shipping and transportation of our products to our customers, intercompany transport of products and
transport of fuel and other supplies are also calculated and reported. Emissions associated with the manufacture and supply of purchased and capital goods are included in the Scope 3
inventory.
Scope 3 emissions deemed to be material at Group level are reported on an equity basis as part of our disclosures in the Annual Report and our submission to the Carbon Disclosure
Project. Where there are significant changes to the calculation methodology of Scope 3 categories to improve the maturity and accuracy of reported emissions, an approximate equivalent to
the historical reported numbers using the new methodology will be provided.
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Sources of Scope 3 equity GHG emissions (Mt CO2e)
2024
2023
2022
2021
2020
Upstream emissions
1. Purchased goods and services
14.8
15.2
16.7
19.5
19.3
2. Capital goods
3.0
2.2
1.8
1.9
1.4
3. Fuel and energy-related activities
4.4
4.4
4.5
4.5
4.5
4. Upstream transportation and distribution
6.8
6.8
6.5
5.9
5.1
5. Waste generated in operations
0.1
0.1
0.1
0.1
0
6. & 7. Business travel and employee commuting
0.7
0.8
0.5
0.4
0.1
Downstream emissions
9. Downstream transportation and distribution
2.1
2.4
2.3
2.7
3.0
10. Processing of sold products
 
Iron ore
395.9
399.9
386.6
364.6
376.4
Bauxite and alumina
134.0
127.1
138.2
144.5
152
Titanium dioxide feedstock
4.5
4.9
5.9
4.9
5.8
Copper concentrate
0.7
0.5
0.5
0.5
0.6
Salt
6.6
7.0
7.1
7.2
6.0
Other
1.0
1.2
1.6
1.6
2.0
Total
574.6
572.5
572.3
558.3
576.2
Note: The sum of the categories may be slightly different to the Rio Tinto total due to rounding.
The following categories are excluded for the reasons provided:
Category 8: Upstream leased assets. Rio Tinto does not lease significant upstream assets.
Category 11: Use of sold products. This category is not applicable since Rio Tinto does not produce any fossil fuels or manufacture products applicable to this category. 
Category 12: End-of-life treatment of sold products. Rio Tinto’s products include metals and minerals with minimal emissions at end of life. This category is not applicable since Rio Tinto does
not produce any fossil fuels or manufacture products applicable to this category. Final products related to Rio Tinto’s material value chains (steel, aluminium and copper) produce materials with
established recycling industries. 
Category 13: Downstream leased assets. This category is not applicable since Rio Tinto does not lease significant downstream assets.
Category 14: Franchises. This category is not applicable since Rio Tinto does not have franchised operations.
Category 15: Investments. This category is for reporting emissions from company investments not already reported in Scope 1 and 2. Rio Tinto reports using the equity share approach, so all Scope 1
and 2 emissions from managed and non-managed investments are included in Scope 1 and 2 reporting and Scope 3 emissions within other applicable categories of Scope 3 reporting.
In 2024, emissions have been restated to ensure comparability with the material change in the spend-based emissions methodology. Amendments have been made in Category 10 bauxite and
alumina processing due to identified double counting of emissions for non-equitable bauxite and alumina. For further details on Scope 3 reporting refer to the 2024 Scope 1, 2, and 3 Emissions
Calculation and Climate Methodology.
Calculation methodology – Scope 3 emissions categories
The calculation methodology for Scope 3 emissions categories associated with a target or goal is provided below. See our 2024 Scope 1, 2 and
3 Emissions Calculation and Climate Methodology report for detail on all Scope 3 emissions categories.
Category
Calculation boundary
Calculation methodology and notes
1. Purchased
goods and
services, and
2. Capital goods
Includes emissions associated with relevant purchased
goods and services.
Excludes emissions associated with other Scope 3
categories ( fuel, energy and transport).
Includes emissions associated with the upstream goods
purchased or acquired by the business for capital
projects. 
Spend data method using operating business costs for managed sites
on equity basis using EXIObase, US Environment Protection Agency,
UK Government spend-based  factors.
Scope 3 emissions are calculated for major consumables and raw materials
using quantity based reporting.
Where unavailable, non-managed site costs are estimated using costs from
similar production facilities.
3. Fuel and
energy-related
activities
Includes emissions from the production and
transportation of purchased fuels, including natural gas,
diesel, coal and energy sources not included in
Category 1. This includes transmission losses from
purchased electricity.
Fuel and energy consumption data from Rio Tinto business systems. Factors
are sourced from the Australian National Greenhouse Accounts Factors
(Australian NGA), UK Government, International Energy Agency (IEA) and
National Renewable Energy Laboratory (NREL).
4. Upstream
transportation
and distribution
Total Scope 3 GHG emissions from upstream
transportation and distribution of Rio Tinto products.
Includes all inbound transport, all inter-company
transport paid for by Rio Tinto and all outbound product
transport paid for by Rio Tinto (e.g. under cost,
insurance and freight (CIF, CRF) or similar terms).
Includes emissions from bulk marine shipping,
containerised shipping, road and rail transport of
sold products and inbound transport emissions of major
consumables.
Excludes emissions from Rio Tinto owned vessels (this
is included in Scope 1 emissions).
For our managed fleet (period-chartered and spot), actual emissions are
derived from consumed fuel reported from each individual voyage. Estimated
emissions from non-managed voyages (FOB and similar terms) are
calculated using the Energy Efficiency Operational Indicator (EEOI)
guidelines including vessel type-size, cargo volumes and distances. Generic
EEOIs are sourced from the 4th International Maritime Organization (IMO)
GHG Study.
For containership, road, rail and air, UK Government conversion factors have
been utilised. Transport emissions estimated by spend data and EXIObase
emission factors are also included in this section.
10. Processing of
sold products
Includes emissions related to the processing of iron ore,
bauxite, alumina, TiO2 feedstocks, copper concentrate
and salt. “Other” includes an estimate for processing
emissions related to Rio Tinto’s other products, including
molybdenum and minor minerals.
Emissions calculated as described in this report.
High purity products like gold, silver and diamonds, which are low
volume and have minimal amounts of further processing, are considered
not material.
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Task Force on Climate-related Financial Disclosures Index
This section complies with the requirements of the Financial Conduct Authority’s Listing Rule UKLR 6.6.6(8)R by reporting in line with the Task
Force on Climate-related Financial Disclosures’ (TCFD) recommendations and recommended disclosures. To determine that we comply with all
11 of the TCFD recommendations and recommended disclosures, we have considered section C of the TCFD “Guidance for All Sectors” and
section E of the “Supplemental Guidance for Non-Financial Groups”.
These disclosures also comply with the requirements of the Companies Act 2006 as amended by the Companies (Strategic Report) (Climate-
related Financial Disclosure) Regulations 2022.  We aim to continually improve our reporting and align with emerging standards, including the
International Sustainability Standards Board (ISSB) International Financial Reporting Standard (IFRS) for climate-related disclosures (S2). In
addition, climate change matters are integrated into other parts of the Annual Report, such as in the Key performance indicators, Risk factors
and Notes to the financial statements.
Recommended disclosure
Governance
Describe the Board’s oversight of
climate-related risks and opportunities.
Climate-related governance, pages 69-71.
Board of Directors (including Executive
Committee) composition, skills, and
experience, pages 102-105 and 112.
Board activities specifically related to
climate activities, page 109.
Directors’ attendance at scheduled Board
and committee meetings, page 110.
Nominations Committee report (including
ESG expertise assessment), page 111.
Audit & Risk Committee report, page 113.
Sustainability Committee report, page 117.
Remuneration report, page 119.
Describe management’s role in assessing
and managing climate-related risks and
opportunities.
Climate-related governance, pages 69-71.
Management of climate-related risks and
opportunities, page 71.
Our approach to risk management, pages
88-98.
Group governance framework, page 101.
Remuneration report, page 119.
Strategy
Describe the climate-related risks and
opportunities the organisation has identified
over the short, medium, and long term.
Using scenarios to identify climate risks
and portfolio opportunities, pages 43-44.
Portfolio risks and opportunities in the low-
carbon transition, page 45.
Physical climate risk and resilience,
pages 66-69.
Emerging risks, pages 88-90.
Risk factors, pages 91-98.
Describe the impact of climate-related risks
and opportunities on the organisation’s
businesses, strategy and financial
planning.
Strategic context and our strategic
framework, pages 6-7.
Progressing our 4 objectives,
pages 10-11.
Using scenarios to identify climate
risks and portfolio opportunities,
pages 43-44.
Portfolio risks and opportunities in the
low-carbon transition, page 45.
Strategic alignment with the low-carbon
transition, page 46.
Scope 1 and 2 emissions: Reduce
emissions from our own operations,
pages 47-49.
Progress, lessons learned and our
approach today, pages 48-49.
Action to reduce our emissions,
pages 51-52 and 62.
Scope 3 emissions: Partner to
decarbonise our value chains, page 58.
Capital allocation and investment
framework, page 63.
Physical climate risk and resilience,
pages 66-69.
Impact of climate change on the Group,
pages 157-160.
Describe the resilience of the
organisation’s strategy, taking into
consideration different climate-related
scenarios, including a 2°C or lower
scenario.
Strategic alignment with the low-carbon
transition, page 46.
Scope 1 and 2 emissions: Reduce
emissions from our own operations, pages
Scope 3 emissions: Partner to decarbonise
our value chains, pages 58-62.
Capital allocation and investment
framework, page 63.
Physical climate risk and resilience,
pages 66-69.
Impact of climate change on the Group,
pages 157-160.
Risk management
Describe the organisation’s processes for
identifying and assessing climate-related
risks.
Using scenarios to identify climate risks
and portfolio opportunities, pages 43-44.
Physical climate risk and resilience,
pages 66-69.
Management of climate-related risks and
opportunities, page 71.
Our approach to risk management, pages
88-90.
Emerging risks, pages 89-90.
Risk factors, pages 91-98.
Describe the organisation’s processes for
managing climate-related risks.
Physical climate risk and resilience,
pages 66-67.
Management of climate-related risks and
opportunities, page 71.
Our approach to risk management, pages
88-90.
Risk factors, pages 91-98.
Describe how processes for identifying,
assessing, and managing climate-related
risks are integrated into the
organisation’s overall risk management.
Management of climate-related risks and
opportunities, page 71.
Our approach to risk management, pages
88-90.
Risk factors, pages 91-98.
Metrics and targets
Disclose the metrics used by the
organisation to assess climate-related
risks and opportunities in line with its
strategy and risk management process.
Key performance indicators, page 12.
2024 performance against ESG targets,
page 34.
Environment, pages 35-40.
Transition materials metrics, page 46.
Scope 1 and 2 emissions: Reduce
emissions from our own operations, pages
47 and 53-57.
Annualised damage risk scores, pages
Scope 3 emissions: Partner to
decarbonise our value chains, page 58.
Climate-related metrics and targets,
pages 71-74.
STIP measures, pages 130-133.
LTIP, pages 134-135.
Disclose Scope 1, Scope 2 and,
if appropriate, Scope 3 GHG emissions,
and the related risks.
Climate-related metrics and targets,
pages 71-74.
Describe the targets used by the
organisation to manage climate-related
risks and opportunities and performance
against targets.
Key performance indicators, page 12.
2024 performance against ESG targets,
page 34.
Environment, pages 35-40.
Grow production of materials essential for
the energy transition, page 43.
Scope 1 and 2 emissions: Reduce
emissions from our own operations, page
Scope 3 emissions: Partner to
decarbonise our value chains, pages
Climate-related metrics and targets,
pages 71-74.
STIP measures, pages 130-133.
LTIP, pages 134-135.
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Social
Our values of care, courage and curiosity define who we are. They shape how we behave,
how we operate and how we solve problems. By putting these values into action, we will
continue to build trust, from the inside out.
The health, safety and wellbeing of our
employees, contractors and communities is
core to our values, and to what we stand for
as a company. Nothing matters more.
We are on a multi-year journey to create a
workplace where everyone feels safe,
respected and empowered to have a good
day, every day. Long-term, transformational
cultural change is a complex process, and
the Everyday Respect Progress Review,
which we conducted in 2024, confirms there
remain serious challenges we must continue
to address. But our people believe we are
heading in the right direction, and
we are determined to stay the course
in strengthening our work culture.
Everyone deserves to feel physically
and psychologically safe at work,
without exception.
Wherever we operate, we work with
communities to understand the social,
cultural, environmental and human rights
impacts of our activities. We work hard to
avoid, mitigate and manage adverse
impacts, and to respect human rights
throughout our value chain. And we
engage respectfully to listen and
respond to concerns and contribute to
positive outcomes for host communities and
society.
Living and working with care, courage and
curiosity will help us deliver the future we
want for our people and to be the best
operator and partner we can be.
Safety
It is with deep sadness that we reflect on
the tragic fatal events at our managed
operations in 2024.
On 23 January, a plane crashed shortly after
takeoff near Fort Smith, Northwest
Territories, Canada, resulting in the loss of
6 of the 7 people on board, including 4 Diavik
team members and 2 airline crew members.
We remember our colleagues who lost their
lives - Diane Balsillie, Howard (Howie)
Benwell, Joel Tetso, and Shawn Krawec.
Another member of our Diavik team
survived, was treated in hospital and
subsequently released.
The Transport Safety Board of Canada
continues to investigate this tragic event, with
the investigation expected to be completed in
2025.
Following this event, we critically evaluated
our aviation management approach across
the Group to identify and implement
opportunities for improvement.
On 26 October, Morlaye Camara, an
employee of one of our contractors, was
injured at the SimFer Port Project in
Morebaya, part of the Simandou project, and
subsequently passed away from his injuries.
Following a thorough review to understand
the circumstances that led to the event, we
have shared the lessons learned with our
leaders and partners, encouraging them to
reflect on how these relate to their teams and
workplaces, and act upon what we have
learned.
We are also saddened by serious safety
events reported across our industry more
broadly, including 2 fatal events at our
non-managed operations.
Additionally, we remain concerned for
Gel Aguaviva, a crew member aboard our bulk
carrier RTM Zheng He, managed by Anglo
Eastern, who was reported missing on 26
December. A search and rescue operation led
by the Philippine Coast Guard is ongoing.
We care deeply about the health, safety and
wellbeing of everyone involved in our
business, and these tragedies highlight the
ongoing need to prioritise these aspects
every shift, every day.
Guided by our firm belief that all fatalities are
preventable, we are committed to applying
the lessons learned across our business to
continuously improve our practices and
prevent similar future events. This includes
focusing on identifying, managing and,
where possible, eliminating risks so everyone
goes home safely.
We also recognise cultural and operational
contexts vary across the regions where we
operate, and fostering a strong safety culture
is a commitment we share with our partners.
In 2024, we internally shared  lessons from
past fatal event investigations conducted by
our non-managed operation partners, as we
believe two-way sharing and learning is key
to supporting our collective safety maturity
journey. We also continue to work together to
prioritise health and safety in ways that
resonate locally and uphold our standards
globally.
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Across our managed operations, we
continue to see serious events where people
are exposed to potential fatal incidents
(PFIs). The main safety risks at our managed
operations relate to falling objects, falling
from heights and vehicle-related incidents,
which account for 62% of total PFIs and
remain at the forefront of our safety maturity
efforts.
Our all-injury frequency rate (AIFR) remained
at 0.37 in 2024, consistent with 2023. We
continue to see a disparity in safety
performance for employees compared to
contractors, and remain focused on
supporting contractor safety by further
integrating teams into our safety culture, and
learning from them.
In 2024, we experienced 5 significant
potential process safety events: 3 at Richards
Bay Minerals in South Africa, one at Bell Bay
Aluminium in Australia, and one at New
Zealand’s Aluminium Smelter in New
Zealand. We continue working to mature our
management system and culture, through our
process safety improvement plan. 
Critical risk management (CRM)
CRM remains our primary fatality elimination
tool, making sure critical controls are in place
and working where there is a fatal risk. In
2024, our teams continued to reconnect with
why we have CRM and enhance the quality
of verifications by checking the right critical
controls are in place for each task.
In 2024, we began work to strengthen our
safety control framework to align with our
evolving risk profile, which will extend into
2025. This will enable us to improve safety
and enhance assurance. By offering visibility
into the performance of the framework, we
can proactively identify improvement areas
and adapt before something goes wrong.
Safety maturity model
Leadership and strong processes are critical
in driving a sustained improvement of our
safety performance and safety culture. This
is evident in the implementation of our safety
maturity model (SMM), introduced in 2019.
SMM is our blueprint for safety, integrating
best practices in leadership, engagement,
learning, risk management and work
planning, as well as operational ownership of
health and environmental risks.
In 2024, we continued to work closely with
our assets to evaluate and evolve their safety
maturity and foster both physical and
psychological safety. Through this, we have
refined our assessor training program,
placing more emphasis on elements such as
mindsets, behaviours and felt experiences.
This supports our belief that all employees
and contractors should feel empowered to
work safely, speak up and make decisions
that prioritise their wellbeing.
While we acknowledge cultural
transformation is a long-term journey, we are
encouraged by our SMM assessments
outcomes in 2024. These have significantly
deepened our understanding of each site’s
safety culture and support actionable insights
to guide us towards creating an even safer
work environment.
In 2025, we are looking to further evolve
SMM to improve safety across our value
chain and support our Best Operator focus.
 
Safety and health performance
2024
2023
2022
2021
2020
Fatalities at managed operations
5
0
0
0
0
All-injury frequency rate (per 200,000 hours worked)
0.37
0.37
0.40
0.40
0.37
Number of lost-time injuries
270
236
225
216
187
Lost-time injury frequency rate (per 200,000 hours worked)
0.23
0.23
0.25
0.25
0.22
Safety maturity model score1
5.4
5.2
4.7
5.7
5.4
Rate of new cases of occupational illness (per 10,000 employees)2
29.1
20.1
17.6
15.4
17.3
Number of employees3
60,000
57,000
54,000
49,000
47,500
Noise-induced hearing loss4
82
45
37
20
26
Musculoskeletal disorders4
49
45
32
38
35
Mental stress4
9
7
6
5
2
Others4
7
6
7
2
7
Fines and prosecutions – safety ($’000)5
873.0
363.8
339.0
706.3
25.4
Fines and prosecutions – health ($’000)
0.0
0.9
0.0
5.0
0.0
1.Figures in the table represent the Rio Tinto Group average SMM score at the end of each year. Each year, assets are added or removed from the SMM program based on project and
closure cycles. New assets to the program are baselined in the first quarter of each year and added to the Group average at the end of the year.
2.Rate of new cases of occupational illness = number of all new cases of occupational illnesses x 10,000/number of employees (based on average monthly statistics).
3.This is the average number of employees for the year and includes the Group's share of joint ventures and associates (rounded).
4.  There can be one or more illness reported for each employee/contractor. Illness sub-categories have been restated across all the years following a review of the data collection process
5.  In 2024, we paid safety fines resulting from non-compliances identified during MSHA inspections at our Kennecott Copper, Resolution Copper and Boron Operations in the US; OSHA
citation with fine at Kennecott Copper, US; CNESST fine at RTA Alma, Canada;  administrative penalty resulting from a safety incident at RTA Kitimat; citation with fine on Rio Tinto
Exploration, Canada; fine for contravening the OHS Act at Havre-Saint-Pierre, Canada.
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Health and wellbeing
Occupational health
We aim to ensure everyone goes home
safe and healthy every day. In 2024, we
recorded 147 new occupational health
illnesses (2023: 103), reflecting our
increased focus on identifying, investigating
and preventing health conditions arising
directly from work. Many occupational
illnesses develop over a long and continuous
period, requiring sustained efforts to reduce
exposure reduction over time.
In 2024 we:
Completed occupational and industrial
hygiene monitoring at our operational and
managed assets, assessing noise,
airborne particulates, gas and other
contaminants. These insights provide
valuable insights into our exposure profile
and help us to prioritise actions to ensure
effective controls are in place.
Redesigned fit-for-purpose medical
assessments at our Australia-based
operations, with a plan to expand to our
assets across the rest of the world
in 2025.
Continued to standardise how
occupational health and hygiene data is
digitally collected and accessed,
transitioning from manual to more secure
and streamlined digital collection
processes that deliver improved risks and
trends insights to support our health
management initiatives.
Implemented 7 projects at 6 assets
to successfully reduce exposures to
known health risks for our employees and
contractors.
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For more information see riotinto.com/
health
Mental health and wellbeing
Mental health is a core part of our health and
safety culture, with a responsibility to support
all aspects of our people’s wellbeing. We pay
particular attention to creating a
psychologically healthy and safe work
environment, while providing support to our
people for their mental health needs,
wherever they may arise.
In 2024 we:
Conducted an increasing number of
psychosocial risk assessments and
provided leader training to better address
psychosocial hazards in the workplace
and improve the experience of work for
our people.
Supported the principles of good work for
worker wellbeing through our People
Experience programs, such as improving
inclusion and diversity, providing fair pay
and flexible work, consulting and
communicating with our people, and
supporting career progression and job
adjustments over the employee lifecycle.
Used insights from our twice-yearly
People Survey to inform our approach to
mental health.
Furthered our efforts to develop a
psychologically healthy and safe
workplace by designing our facilities,
teams and culture to eliminate
psychosocial risk, and raising awareness
and delivering training to our leaders to
help them recognise and support people
experiencing mental ill-health.
Provided employees with tools and skills
to support their mental health, such as
our global Employee Assistance Program
(EAP) and our global Peer Support
Program, where 100% of our 1,650 peer
supporters are trained in mental health
support. We also continued to offer
domestic violence support programs to all
employees.
Raised awareness of mental health in the
workplace through global campaigns
such as World Mental Health Day and our
company-wide Mental Health Week,
which included a program of activities,
wellbeing resources and an external
video series.
Continued several partnerships with
mental health organisations, including 
Lifeline Australia, a new 5-year
partnership with Western Australia-based
Telethon, and our continuing support for
the Fondation Jeunes en Tête in Quebec
over the last 29 years.
Maintained our Tier 2 rating in the
2024 CCLA Corporate Mental Health
Benchmark Global 100+, ranking as the
4th top improver in the last 3 years
(out of 100).
Contributed to industry-wide
improvements of psychosocial risk
management as an active member of the
Minerals Council of Australia (MCA)
Psychosocial Risk Management Working
Group, and through our participation in
the ICMM Psychosocial Risk and Worker
Wellbeing Management Working Group,
which is helping to build a standard for
our industry and shape a new definition of
psychological health.
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For more information on how we’re creating
an environment where everyone feels safe,
respected and empowered, see pages
78-80 and 86-87.
Rio Tinto is required to disclose mine safety
violations or other regulatory matters in
accordance with Sections 1503(a) of the
Dodd-Frank Wall Street Reform and
Consumer Protections Act, which are
included in Exhibit 16.1 to this filing.
Talent, diversity and inclusion
We are committed to building a culture where
everyone, everywhere feels safe, respected
and empowered to have a good day,
every day.
Insights from 2024
Listening to our people
In 2024, we held 2 People Surveys to gain
insights from the voices of our employees
across the company to better understand the
steps we can all take to make Rio Tinto a better
place to work. 
We heard from more than 41,000 employees in
our fourth quarter People Survey, who shared
over 100,000 comments. Our employee
satisfaction score (eSAT) was 74 and our
Recommend Rio score 72, both consistent with
the 2023 score. The second highest score (77)
was in response to “I am treated with respect at
work”, and “I feel safe at work” had the highest
score (78). From the feedback, we recognise
we can improve the way we take meaningful
action as a result of the survey (58) and how
people collaborate to get things done (62).
We have an expectation that every leader will
review the results and discuss them with their
teams, and generate an action plan to create
improvements. This year we introduced a new
culture metric as part of our Group performance
scorecard. Using our People Survey results, we
are tracking an average over time of all
questions to target and improve the overall
experience for everyone working at Rio Tinto.
In April, 2 years after publishing the Everyday
Respect Report, we launched a Progress
Review, conducted again independently by
Elizabeth Broderick & Co. (EB&Co.). More
than 10,050 individuals completed the survey,
1,318 participated in virtual and in-person
listening sessions and 342 submitted
confidential written contributions.
On 20 November, we published the findings
of the Progress Review. Change is
happening and we are making progress.
However, people are still experiencing
behaviours and attitudes in our company that
are unacceptable and harmful. We are
greatly troubled by this and sincerely
apologise to anyone affected. Safety, both
physical and psychological, remains our
number one priority and supporting our people
when harm happens always comes first. And
there is still more to do. We must continue to
focus on ensuring that the workplace
experience reflects our values consistently.
The survey data in the Progress Review was
an important temperature check for us.
Nearly half of survey respondents reported an
improvement in relation to bullying, sexual
harassment and racism, with a majority of
employees expressing confidence that
Rio Tinto will make a meaningful difference in
these areas in coming years.
Achieving the sustained change we
want to see in our workplace will require
ongoing focus and effort from everyone at
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Rio Tinto. We remain committed to cultural
transformation and will accelerate our efforts.
To be successful, we must take the time to
listen to everyone in Rio Tinto and
understand all perspectives. Our efforts will
be focused on increasing our opportunities to
listen to understand and ensure our
workplaces support everyone.
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For more information about Everyday
Respect, and to read the Progress Review,
see riotinto.com/everydayrespect
Building respect
More than 99% of our leaders have
completed the “Building Everyday Respect”
training, along with 97.4% of employees
globally, strengthening everyone’s
understanding of what good looks like and
how to be an upstander.
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For more information about our work to
support employees’ psychological health
and safety see the health and wellbeing
section on pages 78.
Creating an inclusive workplace
We are committed to ensuring our workforce
reflects the communities where we operate
and offering a workplace that is inclusive of
everyone, everywhere.
In 2024, we set a target on our Group
scorecard to continue to build women’s
representation. Our target was 25.8% of our
workforce, and we achieved 25.2%. We were
pleased to see senior leaders increase from
30.1% to 32.0% and operations and general
support from 17.7% to 18.9%. We are not
satisfied with this result and remain
committed to increase the representation of
women in our workplace. 
We are making progress on our ambition to
increase representation of ethnic minorities
in our global senior leadership population
(Executive Committee direct reports) to 18%
by 2027. We currently have 14.3%, which
represents a small increase from our
baseline. Aligned to the requirement of the
Parker Review1 we have also set a target of
17% representation of ethnic minorities in our
UK-based senior management population by
end 2027.  We monitor the diversity of
succession plans for all senior roles and ask
that our executive search partners provide
diverse candidate slates. The introduction of
Workday this year will help us gain a more
complete global data set, enabling us to
more accurately monitor progress on
increasing representation. 
Inclusive Voices, our Global Employee
Resource Groups (ERGs) communities, was
launched to elevate the voices of
underrepresented groups and allies, and
address barriers to diversity. These ERGs
are employee-led and ExCo-sponsored,
kicking off with LGBTQ+ Voices, Gender
Equal Voices and Neurodiverse Voices,
joining the Elevating Voices Network in
Australia, established in late 2023. We
recently announced champions for 4 new
Inclusive Voices ERGs that will launch in
quarter one 2025 to improve the experiences
of our people with disabilities and amplify our
cultural diversity.
Developing our talent
This year we launched a new talent
framework, Career Conversations, to give
our people greater agency in their future
careers and development. It centres around
our people, their values-based performance,
motivations and experiences, supporting
them to plan their career and development in
collaboration with their leader. Launched to
senior leaders in 2024, Career
Conversations will be rolled out more broadly
across the organisation in 2025 and 2026. 
We continued our commitment to support
individuals at the start of their career with 235
graduates and 280 interns joining the
organisation in 2024. Our graduate program
provides stretching development opportunities,
including our Innovation Challenge, and enables
interns to build business skills and experience
while studying. This year we launched a new
development curriculum, recognising the
different learning preferences for these
graduates. Grad Tok uses technology, video and
digital resources to provide development
resources in short, easily digestible formats that
can be accessed as needed as part of a curated
learning journey.
In 2024, 6,084 new hires joined the business,
of which 1,821 were contractors becoming
permanent employees (2023: 9,166 new
hires of which 2,718 were contractors). 
Investing in leadership development
To best equip our most senior cohort to lead
culture change, we have now had over three-
quarters of the senior leadership group
(77%) complete the Voyager program. This
program encourages leaders to reflect
deeply, role model psychological safety,
understand empathy and build connection to
lead in a complex environment.
We have maintained a sustained focus on
the importance of coaching, with a further
523 leaders completing our Leader as Coach
program which supports our Safe Production
System roll out.
To support our frontline leaders, this year
we launched Leadership Fundamentals,
designed to build core leadership skills, with
individual modules focused on key areas such
as how to build a team and how to create a
safe environment. More than 695 frontline
leaders have participated in the program.
There have been 31 Safe Production System
deployments at operational sites this year,
bringing a focus to mindsets, behaviours and
skill development for our leaders.
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For more information about how we are
increasing Indigenous leadership in our
business see the CSP commitments
section on page 83.
Equality through pay equity
Ensuring that employees with similar skills,
knowledge, qualifications, experience and
performance are paid equally for the same or
comparable work is intrinsically linked to our
commitment to inclusion and diversity.
We remain committed to eliminating
any residual pay inequities based on
gender or other non-legitimate dimensions of
difference.
Our equal pay gap, the primary lens we use
when assessing gender pay, measures the
extent to which women and men employed
by our company in the same location, and
performing work of equal value, receive the
same pay. Our 2024 equal pay gap was less
than 1.5% in favour of men.
Our gender pay gap is a measure of the
difference between the average earnings of
women and men across the Group
(excluding incentive pay), regardless of role,
expressed as a percentage of men’s
earnings. Our 2024 gender pay gap was less
than 1% in favour of women.
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For more information about our
commitment to pay equity see riotinto.com/
payequity
1.A UK business-led and Government-backed review that has established targets relating to the number of directors, and required companies to set a target relating to the number of senior
management, who identify as minority ethnic in UK-listed companies.
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Workforce data by region(1)(2)
Region
Average
employee
headcount(3)
Headcount
distribution %
Absenteeism(4)
Average
contractor
headcount(5)
Headcount
distribution %
Africa
3,294
6.2%
2.9%
165
3.8%
Americas
16,134
30.4%
0.9%
734
17.0%
Asia
6,681
12.6%
1.5%
215
5.0%
Australia/New Zealand
25,724
48.5%
5.9%
3,132
72.7%
Europe
1,206
2.3%
0.5%
64
1.5%
Total⁶
53,039
100.0%
3.4%
4,310
100.0%
1.Includes our total workforce based on managed operations (excludes the Group's share of non-managed operations and joint ventures) as of 31 December 2024.
2.Rates have been calculated based on average monthly headcount in the year.
3.Employee headcount excludes Non-Executive Directors and contractors.
4.Absenteeism includes unplanned leave (sick leave, disability, parental and other unpaid leave) for populations on global, centralised HR systems. Excludes Non-Executive Directors and contractors.
5.Contractors include those engaged on temporary contracts to provide services under the direction of Rio Tinto leaders.
6.The sum of the categories may be slightly different to the Rio Tinto total shown due to rounding.
Workforce data by category and diversity(1)(2)
Gender(3)
Age Group(4)
Region(4)
Category
Headcount
distribution
%
Women
(count)
Men
(count)
Undeclared
(count)
Women
%
Men %
Under 30
30-39
40-49
Over 50
Africa
Americas
Asia
Australia
/NZ
Europe
Senior leaders
1.0%
179
380
1
32.0%
67.9%
0.2%
4.8%
44.0%
51.0%
5.3%
27.1%
10.7%
41.9%
15.0%
Managers
8.7%
1,692
3,061
13
35.5%
64.2%
0.6%
25.2%
44.4%
29.8%
5.3%
32.9%
11.7%
44.2%
5.9%
Supervisory and
professional
37.1%
6,270
14,042
46
30.8%
69.0%
10.6%
37.4%
30.6%
21.4%
7.0%
24.8%
17.5%
48.7%
2.0%
Operations and
general support
52.3%
5,434
23,218
27
18.9%
80.9%
18.5%
29.0%
26.2%
26.2%
5.8%
34.6%
8.8%
49.4%
1.4%
Graduates
0.9%
269
227
0
54.2%
45.8%
84.3%
13.9%
1.6%
0.2%
6.2%
24.4%
15.2%
53.6%
0.6%
Total
100.0%
13,844
40,928
87
25.2%
74.6%
14.5%
31.4%
29.4%
24.8%
6.2%
30.7%
12.4%
48.6%
2.1%
1.Includes our total workforce based on managed operations (excludes the Group's share of non-managed operations and joint ventures) as of 31 December 2024.
2.Excludes Non-Executive Directors, Executive Committee, contractors and people not available for work 2017-2020. From 2021, the definition used to calculate diversity was changed to include
people not available for work and contractors (those engaged on temporary contracts to provide services under the direction of Rio Tinto leaders) excluding project contractors.
3.In 2024, 87 individuals' gender was undeclared.
4.Representation by Age and Region includes employees only, excludes contractors.
Employee hiring and turnover rates(1)(2)(3)
Gender(4)
Age group
Region
Total
Women
Men
Undeclared
Under 30
30-39
40-49
Over 50
Africa
Americas
Asia
Australia/NZ
Europe
Employee hiring rate(5)(6)
11.3%
38.8%
61.0%
0.2%
43.3%
31.2%
16.6%
8.8%
5.4%
28.9%
11.8%
49.6%
4.3%
Employee turnover rate(7)
8.8%
9.5%
8.6%
–%
10.2%
8.2%
6.7%
11.2%
5.8%
7.2%
5.0%
11.1%
8.7%
1.Includes our total workforce based on managed operations (excludes the Group's share of non-managed operations and joint ventures) as of 31 December 2024.
2.Excludes Non-Executive Directors and contractors.
3.Rates have been calculated based on average monthly headcount in the year per category.
4.In 2024, 87 individuals' gender was undeclared.
5.Total hiring rate is calculated as total employee hires over average employee headcount for the year.
6.Hiring rate includes total employee hires per category over total hires for the year.
7.Turnover rate excludes temporary workers and the reduction of employees due to business divestment. Turnover rate includes total terminations per category over average monthly
headcount in the year per category.
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Community engagement and social investment
The strength of our relationships with the
communities who host us, and broader
society, is central to our business.
Our Communities and Social Performance
(CSP) teams work across our entire
business. They provide technical expertise to
continually evolve and improve our approach
to engaging with communities where we
operate. These teams include experts
ranging from archaeologists, anthropologists,
social scientists and economic development
experts to human rights specialists and
operational leaders.
Our teams and assets operate in line with
our global Communities and Social
Performance Standard, which we revised
and strengthened in 2022. Our standard
provides clear direction on the minimum
requirements expected and how we can
deliver better social outcomes and
strengthen our social licence.
We aim to build enduring relationships with
Indigenous Peoples and communities that
host our operations. We respect the deep
physical, spiritual and cultural connection
that Indigenous Peoples have to the land,
waterways, culture and nature. Investing in
genuine partnerships is critical to unlocking
the socio-economic opportunities created by
our decarbonisation strategy. By listening to
understand, being transparent and willing to
learn from our mistakes, we will help build
lasting outcomes for host communities and
society.
2024 progress
We continue to strengthen our social
performance capacity and capability to become
a better operator and partner. In 2024, our CSP
practitioners continued to increase their
knowledge through online and face to face
learning and knowledge sharing.
It is essential that we listen to, and act on,
the views of communities that host our
operations. In 2024, together with Voconiq,
a third-party engagement science research
company, we launched our global Community
Perception Monitoring program, Local Voices.
The program will help us to engage more
effectively and better understand communities’
perceptions, leading to improved data-driven
decisions.
CSP targets
In 2024, we progressed initiatives towards our
2026 CSP targets. We also extended those
targets for one year, to conclude in 2027, to
accommodate Group-wide productivity and
culture initiatives. We launched our Human
Rights in Action learning program for employees
in higher-risk human rights roles, with an 85%
completion rate. We continued to implement
management frameworks for cultural heritage
management and strategic social investment
partnerships, and to increase Indigenous
leadership in Australia.
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For more information about our CSP targets
see page 34 or visit riotinto.com/communities
Social investment
We partner with host communities to deliver
positive and lasting outcomes. Engaging
local services, employing local people,
buying local products and investing
in thriving regional economies creates
real value for host communities and
our business.
In 2024, our total voluntary global social
investment was $95.9 million, covering a
wide range of social and economic
programs.
Our goal for social investment is to contribute
to strong and resilient communities in thriving
regional economies. We are doing this by
applying a more strategic approach to how
we partner
with communities so we can deliver the
outcomes that are important to them.
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For more information about our social
investment, see riotinto.com/
socialperformance and the 2024
Sustainability Fact Book.
Country updates
QIT Madagascar Minerals (QMM),
Madagascar
In 2023, QMM increased its community
commitment to $4 million per year over
25 years, with half to be spent locally and
half in the region. This was part of the fiscal
agreement between the Government of
Madagascar and Rio Tinto announced
in August 2023. In September 2024,
following several community engagements,
the list of projects was submitted to the
representatives of the Government of
Madagascar and approved by the Council of
Ministers.
In 2024, QMM completed the regional rollout
of backpacks for children in the District of
Fort-Dauphin. A total of 38 primary schools,
with more than 11,000 children, benefited
from these critical school supplies. QMM also
supported the community health mission of
the NGO Médecins de l'Océan Indien (MOI),
an initiative that aims to facilitate free access
to essential medical care for more than
19,000 patients in Fort-Dauphin and the
surrounding area.
In April 2024, Rio Tinto plc received a
“letter of claim” from UK law firm Leigh Day
representing 64 individuals living in the
Mandena region of Madagascar where QMM
operates. We are taking the letter seriously.
Although we cannot comment on the letter
itself given the initiation of a legal process,
QMM’s published independent studies on
water quality and radiation within the
community, taken over the last 3 years
(available on Rio Tinto’s website), do not
support the allegations raised in the letter.
Resolution Copper project, Arizona, US
At our Resolution Copper project, we remain
committed to preserving Native American
and local cultural heritage while delivering
long-term benefits to the region. In 2024, we
continued building relationships with Native
American Tribes and local communities,
strengthening partnerships focused on
cultural preservation, youth recreation, and
economic development. We also advanced
and signed the Good Neighbor Agreement
with the Town of Superior, local communities
and stakeholders from the Pinal and Gila
counties to support a lasting,
collaborative relationship.
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For more information visit riotinto.com/
projects
Simandou project, Guinea
We are committed to delivering significant
and tangible economic and social benefits to
the local communities surrounding the
Simandou iron ore project in Guinea. We
continue to work closely with community
representatives to understand their priorities
and concerns, and to design and deliver
social investment programs that contribute to
improving living conditions.
Earlier this year, we reached an important
milestone with the approval of SimFer’s Land
Acquisition and Resettlement Framework and
the associated site-specific Resettlement and
Compensation Action Plans. This framework
covers our operations on the mine, the rail
spur and port, and has been developed
following extensive consultation with impacted
communities and the Government of Guinea.
We have ensured that our plans benefit from
their knowledge and experience and that all
possible steps are being taken to minimise
disruption, provide appropriate compensation,
and restore the livelihoods of the people and
communities affected. We recognise our ability
to positively contribute to Guinea's long-term
social and economic development beyond the
immediate impact of our operations. Our
dedicated social and regional economic
development programs focus on partnering to
build essential capacity, including in health and
education, and to foster strong economic
linkages and a more resilient, diversified
economy. We are also contributing to
important infrastructure such as the
development of the Conakry Urban Park.
Together with all our partners, we are
committed to developing the Simandou project
in line both with national regulations and
internationally recognised environmental,
social and governance standards.
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Oyu Tolgoi, Mongolia
At Oyu Tolgoi, we are working in partnership
with communities and government,
contributing to sustainable social and
economic change through long-term
strategic partnerships. Since 2015, we have
invested $52 million to the Gobi Oyu
Development Support Fund (DSF) for long-
term sustainable development in Umnugovi
aimag and partner soums.
In 2024, the fund provided $6.4 million
towards a waste recycling facility; a heating
sub-station; the extension of sewage
pipelines; improved medical and educational
services and a cultural heritage preservation
initiative. In 2023, Oyu Tolgoi committed $50
million over 5 years to support the Khanbogd
soum town development by 2040. In 2024,
the renovation of the Galba park was
completed as well as a 7.16km road
construction project in the town centre. Other
projects began, including a recreational
sports complex, and education, health and
business development initiatives.
Oyu Tolgoi works in partnership with the
Khanbogd soum administration and the
herder community as part of The Tripartite
Council. In 2024, there was significant
progress in delivering community projects
relating to sustainable herder livelihoods,
student scholarships, and pastureland water
access. In late 2023, Rio Tinto
and UNESCO established a long-term
partnership to foster sustainable
development initiatives in Mongolia. In 2024,
the first joint initiative started which focuses
on preserving Mongolia’s unique cultural
heritage and paleontological sites,
empowering local communities and creating
responsible tourism practices. 
Panguna mine, Bougainville,
Papua New Guinea
The Panguna Mine Legacy Impact
Assessment (PMLIA) was published in
December 2024. 
The independent report assesses the
environmental impacts and directly connected
social and human rights impacts caused by
the Panguna mine since Bougainville Copper
Limited (BCL) ceased operations in 1989.
Conducted by independent consultants Tetra
Tech Coffey over the past 2 years, the entire
PMLIA process was overseen by the
Oversight Committee which is made up of
representatives from the Government of
Papua New Guinea, the Autonomous
Bougainville Government (ABG), landowner
and community representatives, BCL,
Rio Tinto and the Human Rights Law Centre
(HRLC). The report is available on the
Panguna Mine Legacy Impact Assessment
Oversight Committee’s website.
We welcomed the release of the PMLIA
as a critical step forward in building
understanding of the long-term legacy impacts
of BCL’s former mine in Bougainville.
In November 2024, Rio Tinto, BCL and ABG
signed a Memorandum of Understanding
(MoU) to discuss ways forward. The MoU
parties plan to address the PMLIA findings
and develop a remedy mechanism
consistent with the UN Guiding Principles on
Business and Human Rights (UNGPs). 
Rio Tinto has acknowledged a class action
lawsuit filed in July 2024 in Papua New
Guinea's National Court of Justice, naming
both Rio Tinto and its former subsidiary
Bougainville Copper Limited (BCL) as
defendants. On 20 September 2024, Rio
Tinto submitted its defence against the legal
claim. The company will strongly defend its
position in this case.
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For more information on our ongoing
commitments, see riotinto.com/panguna
Rincon Lithium Project, Argentina
In 2024, the Rincon project remained
committed to responsible mining and
community engagement.
We are working together with the local
communities, listening to their needs and
aspirations and ensuring their voices are
heard in decisions that affect them.
Our support for community development
initiatives includes:
supporting higher education scholarships
through a partnership with Fundación
Anpuy and UCASAL University and other
institutions
initiating an urban forestry project,
donating 60 trees and protective planters
crafted by local people using repurposed
pallet wood from the project’s waste
supporting employability through training
67 individuals for operator and laboratory
positions.
These programs help ensure we are
contributing to a sustainable and long-term
positive impact for the region.
China partnerships
We extended our partnership with the China
Development Research Foundation for the
next 3 years, supporting rural revitalisation in
Bijie, Guizhou Province, through early
childhood development, renewable energy
utilisation and cultural heritage preservation.
We continued supporting Daying Qijiang
Foreign Language School in Sichuan
Province, a partnership since 2008, and
strengthened our partnerships with a number
of leading Chinese universities to explore
innovative solutions to climate change and
environmental challenges.
Update on our CSP
commitments
We continue to find better ways to improve
our cultural competency, processes and
engagement after the tragic destruction of
the rock shelters at Juukan Gorge in May
2020. This includes reviewing our mine
plans, improving agreements, strengthening
our social performance governance,
capacity, and capability, and building strong
relationships with Indigenous Peoples
and communities.
In this section, we provide an update on our
progress on some of the commitments we
made as part of the Rio Tinto Board Review
in 2020 on cultural heritage management.
This progress is summarised under 3 areas:
relationships, governance and process, and
leadership and inclusion.
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For more information see our 2021 and
2022 Communities and Social Performance
Commitments Disclosures at riotinto.com/
cspreport
Relationships
We have been changing the way we work
and engage with communities and
Indigenous Peoples in every part of our
business. Our approach aims to enhance our
understanding and appreciation of
Indigenous cultural heritage and ensure that
Indigenous voices inform our planning and
decision making.
While we have made progress, some
relationships with Indigenous communities
remain challenged. We are committed to
working together to achieve positive,
long-term outcomes for the communities
where we operate.
Protecting and preserving Yinhawangka
culture, Pilbara, Australia
We have partnered with the Yinhawangka
Aboriginal Corporation to design a program
aimed at protecting and preserving
Yinhawangka culture. 
The “Living Cultures Program” will deliver
projects to record, preserve and transfer
cultural knowledge. This includes language,
living history and heritage, women’s
business, arts and culture, songlines
and traditional stories. The partnership
also aims to increase local economic
development opportunities, improve social
and emotional wellbeing for community,
enhance cultural land management by
Yinhawangka and develop and deliver
cultural awareness training.
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Exploration agreements
In 2024, we implemented agreements with
local communities at some of our advanced
exploration projects in Chile and Angola.
At the Nuevo Cobre copper exploration
project in northern Chile, a joint venture with
state-owned Codelco, we reached
framework agreements with 5 Indigenous
communities of the Colla People.
In Angola, we signed an agreement with
5 villages around the Chiri site, which is an
advanced diamond exploration project and
joint venture with the state-owned Endiama.
The agreement focuses on promoting
community development in agriculture, adult
literacy and local employment.
Shared vision with Indigenous partners at
our Diavik diamond mine
In October 2024, we hosted a closure
workshop for Tłı̨cho Government participants
to discuss the mine’s closure plans and
integration of Traditional Knowledge. The
workshop allowed Traditional Knowledge
holders and Tłı̨cho Government’s technical
staff to engage with Diavik employees and
view the site. The meeting focused on water
quality, vegetation and land considerations.
Progressing renewable energy with 
Ngarluma, Pilbara, Australia
In July 2024, together with the Ngarluma
Aboriginal Corporation, we announced plans
to progress the development of an 80MW
solar farm on Ngarluma Country, near
Karratha, Western Australia to supply
renewable energy to our Pilbara operations.
When complete, this project has the potential
to reduce the amount of natural gas currently
used for generation across our Pilbara
operations by up to 11% and could reduce
Rio Tinto’s emissions by up to 120kt CO2e.
This project demonstrates our commitment to
working together with Indigenous communities
towards a more sustainable future.
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For more information read the story at
riotinto.com/pilbararenewables
Governance and process
We continue to implement our Communities
and Social Performance Standard, and
revise systems and processes to help us
meet external expectations and deliver better
social and human rights outcomes. In 2024,
we continued to strengthen our risk
management processes, using a structured
approach to risk identification and
management. This included the development
of Group level “bow ties” (analysis tools for
risk management) and updating our critical
controls to better prevent and mitigate
cultural heritage and social impact risks
across our operations.
Australian Advisory Group
We established the Australian Advisory
Group (AAG) in 2022 to provide independent
expert advice to our executives on matters
impacting our relationship with Indigenous
Peoples and communities in Australia.
In 2024, discussions focused on care for
Country and culture, complex social
transitions, and implementing the
UN Declaration on the Rights of
Indigenous Peoples. 
As part of the AAG’s staggered terms of
engagement, inaugural members Michelle
Deshong and Shona Reid stepped down,
and we welcomed June Oscar AO and
Dr Teagan Shields. June is a proud Bunuba
woman from Western Australia and a strong
advocate for social justice and women’s
issues. Teagan is a proud Arabana woman
who is passionate about Indigenous-led use
of traditional knowledge in biodiversity
conservation.
The AAG is made up of 5 other leaders
including Professor Peter Yu AM (AAG
Chairman), Djawa Yunupingu, Nyadol Nyuon
OAM, Cris Parker and Dr Yarlalu Thomas.
The Oxford Leading Sustainable
Corporations Programme
In 2024, 223 senior leaders successfully
completed the Leading Sustainable
Corporations Programme. This is the third
year we have partnered with the Oxford Saïd
Business School.
The 12-week course helps our leaders build
their understanding of current and emerging
environmental, social and governance issues
and how best to embed sustainable thinking
into broader business activities and planning.
It is essential that we understand our impacts
better, in order to achieve our objectives and
future growth aspirations, and be a more
sustainable and responsible business.
Cultural heritage management 
In 2024, our assets that took part in the
Independent Cultural Heritage Management
audit in 2021 and 2022 completed a self-
assessment against our maturity framework,
to identify gaps for improvement. We also
launched a template to help standardise our
assets’ Cultural Heritage Management Plans.
This will ensure a consistent approach to
protecting and managing cultural heritage
across our business.
These actions are part of our target to
co-manage cultural heritage with
communities and knowledge holders
by 2027. 
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Find out more about our approach to
cultural heritage at riotinto/culturalheritage
Leadership and inclusion
We want Indigenous Peoples to have a
stronger voice in our company and in the
decisions that affect their rights and interests.
This will help us shape, influence and
challenge our decisions for the better.
Indigenous leadership
Our Indigenous Leadership Program in
Australia focuses on advancing and
empowering Indigenous leaders. To help
grow Indigenous leadership, we are
improving pathways to employment,
increasing the number of employment
opportunities and providing positive
experiences for current and future
employees so they can actively grow
their career.
We now have 61 Indigenous leaders in our
business in Australia, in areas such as
Finance, Information Technology, Human
Resources, Projects, Legal, Commercial,
Government Relations, Risk and Audit. And
these Indigenous leaders sit at the decision-
making tables, contributing to the future
direction of our company.
RioInspire
In 2022, we partnered with the Australian
Graduate School of Management at the
University of New South Wales to deliver the
RioInspire Indigenous Leadership program.
RioInspire is a ground-breaking, globally
recognised program that focuses on
developing executive-ready Indigenous future
leaders. In 2023 and 2024,  37 Indigenous
leaders graduated from the program, with
7 of them continuing to complete graduate
certificates and MBAs. In 2024, we introduced
the program globally, with 4 Indigenous leaders
from Canada and the US taking part.
Cultural Connection
To create an inclusive, culturally safe and
respectful environment for Indigenous
People we need to ensure our employees
have a good understanding of the culture,
heritage and history of Indigenous Peoples in
Australia.
Our Cultural Connection program
ensures our leaders have an informed
understanding of Indigenous culture,
and know how to build strong, trusted
relationships with the Indigenous community
and Indigenous employees. 
In Australia, around 90% of our senior
leaders have completed the program and we
are now delivering it to our next cohort of
leaders.
In 2024, we recruited a Global Chief Advisor
Indigenous Relations and plan to expand our
Indigenous leadership program to North
America in 2025.
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Cultural safety
We are committed to creating culturally safe
environments where people of diverse
cultural and ethnic backgrounds can feel
respected and safe – spiritually, socially,
emotionally and physically.
In 2024, we introduced new resources
to support our leaders in talking about
the importance of cultural safety and
strengthening it within their teams. We also
continued to expand our Elevating Voices
Network which is led by a small group of
Indigenous and non-Indigenous employees
who activate events, activities and
conversations for its members.
Living Languages Living Cultures
Our Living Languages Living Cultures
program promotes and invests in preserving,
reviving, and celebrating Indigenous cultures
and languages in Australia.
In 2024, the Australian Institute of Aboriginal
and Torres Strait Islander Studies (AIATSIS)
unveiled the AIATSIS Centre for Australian
Languages and the Our Languages Keep Us
Strong program. With our support, this initiative
is dedicated to protecting Indigenous
Australian cultures and knowledge, and
increasing understanding about the value of
Australia’s first languages.
Supporting Indigenous businesses
We support local businesses, employ local
people and buy local products, especially
from Indigenous, small and regional
businesses. In 2024, we spent more than
A$926 million with Indigenous businesses
across Australia – an increase of 27.7% on
the year before. We are also increasing our
spend with local and Indigenous businesses
in North America. In 2024, we spent $216
million with Indigenous suppliers in this
region.  We have many success stories of the
positive impact we are having on local
Indigenous communities. One example is in
Canada, where our Aluminium Quebec
Operations partnered with an Indigenous
sawmill company, Sciages GP, from the
Pekuakamiulnuatsh community, to supply
essential wood parts for shipping our
aluminium globally. This contract has created
a significant number of jobs in Mashteuiatsh
and supports the local economy.
Truth and reconciliation
We continue to commemorate and celebrate
Indigenous events and observance days
across our business. In 2024, we ran a global
communications and engagement campaign
around International Day of the World’s
Indigenous Peoples. Raising awareness
through stories, messaging and materials
helps our people better understand and
respect Indigenous history, culture and People,
which contributes to a safer and more inclusive
workplace.
Economic contributions ($ million)
2024
2023
2022
2021
2020
Consolidated sales revenue
53,658
54,041
55,554
63,495
44,611
Net cash generated from operating activities1
15,599
15,160
16,134
25,345
15,875
Profit after tax for the year
11,574
9,953
13,048
22,597
10,400
Underlying earnings
10,867
11,755
13,359
21,401
12,448
Underlying earnings per share (US cents)
669.5
725.0
824.7
1,322.4
769.6
Net (debt)/cash
(5,491)
(4,231)
(4,188)
1,576
(664)
Purchases of property, plant and equipment and intangible assets
(9,621)
(7,086)
(6,750)
(7,384)
(6,189)
Employment costs
(7,055)
(6,636)
(6,002)
(5,513)
(4,770)
Payables to governments2
(8,214)
(7,881)
(9,313)
(12,789)
(8,224)
Amounts paid by Rio Tinto
N/A3
(8,524)
(10,779)
(13,334)
(8,404)
Amounts paid by Rio Tinto on behalf of its employees
N/A3
(1,755)
(1,622)
(1,486)
(1,353)
1.Data includes dividends from equity accounted units, and is after payments of interest, taxes and dividends to non-controlling interests in subsidiaries. 
2.Payables to governments includes corporate taxes, government royalties and employer payroll taxes.
3.Our Taxes and Royalties Paid Report will be published later this year on riotinto.com.
2024
2023
2022
2021
2020
Social investment1 (discretionary)
95.9
84.0
62.6
72.1
47.0
Development contributions2 (non-discretionary)
23.3
17.6
18.2
19.1
12.8
Payment to landowners3 (non-discretionary)
221.9
231.9
299.0
222.9
165.9
1.Social investments (referred to as "community investments" prior to 2023) are voluntary financial commitments, including in-kind donations of assets and employee time, made by Rio Tinto
managed operations to third parties to address identified community needs or social risks.
2.Development contributions are defined as non-discretionary financial commitments, including in-kind donations of assets and employee time, made by Rio Tinto to a third party to deliver social,
economic and/or environmental benefits for a community, which Rio Tinto is mandated to make under a legally binding agreement, by a regulatory authority or otherwise by law.
3.Payment to landowners are non-discretionary compensation payments made by Rio Tinto to third parties under land access, mine development, native title, impact benefit and other legally
binding compensation agreements.
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Human rights
Respecting human rights is core to our values
and to delivering our business strategy.
Commitment
We are committed to treating everyone with
dignity and respect – from our employees,
contractors and workers in our value chain, to
the communities we partner with, and others
affected by our activities and business
relationships. We know that our activities, and
those of our partners, can have both a positive
and a negative impact on human rights. By
embedding rights-respecting and ethical
behaviour throughout our business, we will be
better able to prevent human rights harm. To do
this, we rely on:
empowering people through an inclusive
and supportive business culture that
aligns with our values
embedding human rights due diligence
into business processes and systems
engaging with stakeholders to identify
and address root causes of human rights
harm.
Regardless of the operating context, our
approach to human rights remains consistent
and aligned with the UN Guiding Principles on
Business and Human Rights, and other
international standards and frameworks.
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For more information see our Human
Rights Policy at riotinto.com/humanrights
2024 progress
Governance
We continue to evolve our human rights
performance to help prevent our involvement in
adverse human rights impacts. We regularly
review and update internal standards, systems
and processes to integrate human rights due
diligence and promote more responsible and
ethical ways of working. In 2024, we provided
the Sustainability Committee with an update on
our human rights performance.
Salient human rights issues
We identify the priority human rights issues that
could severely impact people through our
activities or business relationships. These issues
consider our operational footprint, value chain
and external contexts and include:
land access and use
Indigenous Peoples’ rights
security
inclusion and diversity
community health, safety and wellbeing
workplace health and safety
labour rights (including modern slavery)
climate change and just transition
We continue to identify issues related to
water and environment, and nature as
emerging salient issues. In 2025, we will
review our Group-wide salient issues.
Assets conduct self-assessments to enable a
more complete understanding of their risk
context. There has been a significant
increase in the quantity and quality of human
rights risk self-assessments at assets (59
completed in 2024 compared to 24 in 2023).
These self-assessments - whether
standalone or integrated into broader
enterprise risk assessments - help assets
prioritise and take action to prevent human
rights harm that is, or may be, connected to
our activities. Examples of assessments
included at our Pacific Aluminium assets as
part of the Aluminium Stewardship Initiative
certification; at 26 closure assets; and an
independent human rights impact
assessment at Simandou. Security and
human rights assessments are ongoing at
assets in more complex security contexts
that involve both private and public security
arrangements.
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For more information see our 2024
Sustainability Fact Book at riotinto.com/
sustainabilityreporting
Our business relationships
We partner with communities, business partners
and other stakeholders to advance respect for
human rights in line with international standards
and our values.
Our joint venture partners
We continue to work with joint venture partners
to provide human rights technical support and
monitor human rights performance, including
through Board and Committee roles for non-
managed operations.
Suppliers
Using a risk-based approach through our
third party due diligence process, we pre-
screen our potential business partners and
complete desktop human rights reviews. In
2024, 6,359 third party due diligence reviews
were completed, and 174 were escalated for
human rights review. For higher-risk
suppliers, we have developed action plans to
support ongoing monitoring and evaluation of
identified risks.
We expect our suppliers (including
subcontractors) to adhere to our Supplier
Code of Conduct (SCOC), which includes
respecting human rights. We updated our
SCOC in 2024, alongside a new set of
Sustainability Procurement Principles.
The updated SCOC better reflects our
commitments to sustainability, ethics and
social responsibility with updated
requirements on labour and human rights.
In 2024, we focused due diligence efforts on
higher-risk supplier categories, including
logistics and renewables, due to operating
contexts, and potentially higher-risk
workforces. Our approach focuses on
influencing broader industry change through
trusted partnerships, rather than avoidance
and termination of relationships.  We also
appointed a panel of independent human
rights auditors to assess the labour rights
performance of suppliers in high-risk
categories and completed 3 pilot audits
across key operating regions.
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For more information see our annual
Modern Slavery Statement at riotinto.com/
modernslavery
Grievance and remedy
Effective grievance management can enable
more trusted relationships and help prevent
human rights harm from occurring in the first
place. Every asset is required to have a
grievance mechanism.
We are committed to providing for, or
cooperating in, remediation when we identify we
have caused or contributed to human rights
harm. We may also play a role in remediation
where we are directly linked to harm through our
products, services or operations. Receiving
feedback, complaints or grievances from
stakeholders is an important part of ongoing
human rights due diligence. In 2024, the human
rights team provided support on a range of
internal investigations and assessments with a
focus on grievance and remedy processes,
including at Oyu Tolgoi, Kennecott and in Laos.
Capacity building on human rights
Since everyone has a role in respecting
human rights, our people are our first line of
defence. In 2024, we developed a 3-year
learning strategy which focuses on respect
for human rights. 
We also launched a global learning program
called Human Rights In Action to support our
target to train everyone identified in higher-risk
human rights roles by the end of the year. 
Higher-risk roles identified included a large
proportion of our senior leaders across a range
of functions and assets. 
The program included virtual events, a
mandatory self-directed e-module and a
toolkit to cascade learnings throughout the
business. We will consider how this program
continues to evolve in 2025. Our broader
human rights training records are available in
the 2024 Sustainability Fact Book.
Collaboration
It is crucial that we collaborate with peers,
civil society organisations and others, given
the systemic nature of human rights issues.
We identify and embrace initiatives that work
to mitigate the root causes of human rights
harm. We advocate on public policy efforts
that help businesses further respect human
rights. We continue to engage with peers,
investors, civil society organisations, workers’
organisations and business partners on
issues relating to human rights.
In 2024, we continued to support ICMM’s
Human Rights working group, the Human
Rights Resources and Energy Collaborative,
and the Mining Association of Canada’s
International Social Responsibility Committee.
We actively participate in the Voluntary
Principles Initiative and UN Global Compact
networks and attend regional business and
human rights forums in Africa, Asia and Europe.
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For more information about how we engaged
with key stakeholders, including civil society
organisations, see pages 9 and 106-108.
Gov-performance.jpg
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Governance
Our reputation as a business that operates with high levels of integrity depends on the actions
we take and decisions we make each day. We expect our people and partners to uphold the
highest standard of integrity, act ethically and do the right thing.
Transparent, values-based, ethical business
We empower our people to seek guidance
when faced with ethical or business
dilemmas – both to prevent incidents from
occurring, and to protect them and others
from harm. The way we treat our people, our
partners, the environment and the
communities where we work, and how we
conduct business, are what makes us a
responsible partner of choice.
2024 progress
Compliance program developments 
Business integrity is core to how we build trust
with our stakeholders. It forms the foundation
of our ability to run our operations and
maintain an ethical culture. We have continued
to evolve our compliance program to align with
leading industry practice, changes to the
regulatory landscape and business integrity
risks we face across the countries where we
operate. During the year, we undertook a
maturity assessment of our program, which
concluded our program has a higher level of
maturity than benchmarked peers.
In 2024, we delivered several compliance
program improvements:
We refined our online disclosures system
for gifts and entertainment from, and to,
third parties, conflicts of interest and
sponsorship and donations. This
increases transparency, promotes
simplification, and allows us to automate
approvals and workflow.
We launched a new Compliance
Champions program, developing and
leveraging a site-level network of
employees to promote ethical behaviours.
We uplifted the maturity of our Data
Privacy Compliance Program. This
included implementing a refined Privacy
Impact Assessment process and a new
Privacy Statement, and reinvigorating the
Data Privacy Lead network across the
Group, while continuing to ensure
compliance with new and changing
privacy legislation across the jurisdictions
where we operate.
We continued to enhance our Third-Party
Risk Management (TPRM) framework.
We piloted a new TPRM system to
increase automation and improve risk
management exposure from third parties.
We expect the new system to launch
across the Group in 2025. 
We continued to invest in our Sanctions
Compliance Program through enhanced
sanctions screening processes of third
parties, deep dive reviews for parts of the
business with higher sanctions exposure,
and increased training of employees.
Code of Conduct and annual training
To  help equip our workforce to navigate
uncertain areas and spot ethical and
compliance-related risks, in 2024, we
launched a new annual Code of Conduct
training. This training sets the foundation for
the way we work, guiding ethical decision
making and reflecting the safe and respectful
environment we want to achieve for our
people. Based on our Code of Conduct, it is
designed to help all employees and
contractors live our values of care, courage
and curiosity.
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For information on our Code of Conduct,
see riotinto.com/ethics
The new Code of Conduct training
incorporates topics across all areas of our
Code, providing examples of the values,
commitments and behaviours we expect of
our people. The online training has been
completed by 27,050 of our people, and
21,406 have completed the offline version.
Our Executive Committee attended an
immersive face-to-face session.
In addition to online Code of Conduct training,
the Ethics and Compliance team delivered
tailored risk-based face-to-face training on
anti-bribery and corruption, data privacy, anti-
trust and trade sanctions. A total of 7,624
employees received this training in 2024.  We
also provided business integrity training to our
third parties on a risk basis.
myVoice, our confidential
reporting program
A respectful and inclusive workplace, with a
strong ethical culture that reflects our values,
must include a safe space where individuals can
speak up  with confidence and without fear of
retaliation. A strong culture of speaking up
enables us to identify and address potential
issues swiftly, respond appropriately, minimise
risk, and ensure care for our people and the
communities where we  operate.   
 The myVoice program enables confidential
and anonymous reporting, including
protected whistleblower disclosures.
myVoice is operated by the Business
Conduct Office (BCO), which reports to our
Chief Legal, Governance and Corporate
Affairs Officer. The BCO provides regular
program insights to the Board and the Group
Ethics and Compliance Committee. 
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For information on how we manage cyber
security, see riotinto.com/cybersecurity
Camera-White.gif
Image: Our Integrated Operations Centre,
Brisbane.
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Care Hub
In 2023, BCO launched Care Hub, a
confidential service designed to provide more
channels for our people to raise concerns, and
greater access to a range of support as well as
non-investigative resolution options. It is
available to anyone directly or indirectly
impacted by disrespect and harmful
behaviours at work, such as bullying,
harassment, sexual harm, racism and
discrimination. Care Hub has been widely
accessed across Rio Tinto, supporting over
675 individuals during 2024 (and around 250
in 2023), as well as facilitating resolution
options other than investigations.
Continuous improvement
The number of concerns raised through
myVoice continues to increase yearly, with
1,920 reports in 2024 (2023: 1,614). Our new
mobile intake route was introduced in June to
supplement existing web based, phone and
proxy reporting. The web-based route remains
the most used (61% of reports).
The reporting rate per 100 headcount rose to
3.4 in 2024 from 2.9 in 2023, with over half of
reporters (54%) happy to reveal their identity,
despite the small increase seen in anonymity
rates in 2024 (46%, up from 40% in 2023).
BCO substantiated more reports in 2024 (283)
than in 2023 (267). However, the
substantiation rate has declined: 44% of 642
reports investigated and closed in 2024, down
from 53% of 500 reports in 2023.
The median average case closure time for all
cases closed in 2024 was 30 days, consistent
with 30 days in 2023. The mean average case
closure time in 2024 was 91 days from 65
days in 2023, the increase being influenced by
a drive to close aged cases.
In 2024, we delivered several enhancements
to the BCO program. The BCO is looking to
improve access to information and is
exploring options to better share data on our
website.
As an organisation we recognise there is
more work to do to improve our culture. Each
person's experience of misconduct is unique.
We are committed to holding ourselves
accountable and having controls in place to
identify where our business processes may
have created an opportunity for misconduct
to arise. This is critical to ensuring our people
feel safe and respected in the workplace.
Transparency
We believe greater transparency and
accountability are key to earning and building
trust, encouraging sustainable business
practices, and translating taxes and royalties
into beneficial outcomes for communities
who host our operations.
Being transparent about our tax payments,
mineral development contracts, beneficial
ownership, and our stance on a range of
other sustainability issues – like climate
change – allows us to enter into open, fact-
based conversations with our stakeholders.
This leads to a better understanding of
everyone’s roles and responsibilities.
We are a founding member of the Extractive
Industries Transparency Initiative (EITI), and
a signatory to The B Team Responsible Tax
Principles. We report in full the requirements
of the “Tax” standard (GRI 207) of the Global
Sustainability Standards Board of the Global
Reporting Initiative, including full country-by-
country reporting.
Political integrity
We do not favour any political party, group or
individual, or involve ourselves in party political
matters. We prohibit the use of company funds
to support political candidates or parties. Our
business integrity procedure includes strict
guidelines for dealing with current and former
government officials and politicians. They
cannot be appointed to senior employee
positions or engaged as consultants, without
the approval of executive management and
our Chief Ethics and Compliance Officer. We
regularly engage with governments and share
information and our experiences on issues that
affect our operations and our industry.
We join industry associations where
membership provides value to our business,
investors and other stakeholders. We outline
the principles that guide our participation and
the way we engage, and a list of the top 5
associations by membership fees paid at
riotinto.com/industryassociations. We also
track and disclose how we engage on climate
policy issues, disclosing when the policies and
advocacy positions adopted by industry
associations differ materially from ours. We
continue to strengthen our approach and
disclosures on industry associations.
Voluntary commitments,
accreditations and memberships 
We take part in global, national and regional
organisations and initiatives that inform our
sustainability approach and standards,
helping us better manage our risks. These
independent organisations and initiatives
assess and recognise our performance, and
we participate in industry accreditation
programs for some of our products.
Globe-red_dark.gif
For more information about our voluntary
commitments, accreditations and
memberships see riotinto.com/
sustainabilityapproach
myVoice by case class (and % of substantiated reports)
2024
2023
2022
2021
2020
Case rate1 (number of reports per
100 headcount)
3.38
2.91
2.81
2.57
1.45
Reports received2
1,920
1,614
1,459
1,246
748
Reports
received
Reports
substantiated3
Reports
received
Reports
substantiated
Reports
received
Reports
substantiated
Reports
received
Reports
substantiated
Reports
received
Reports
substantiated
Business integrity
307
42%
249
52%
210
52%
154
36%
102
51%
Personnel
1,340
46%
1,201
55%
1,034
65%
819
57%
421
38%
Health, safety, environment
139
52%
107
61%
120
47%
186
22%
68
35%
Communities
8
0%
5
0%
10
0%
6
0%
25
0%
Information security
55
40%
22
0%
17
67%
18
36%
99
47%
Finance
7
25%
3
50%
1
0%
0
0%
2
67%
Other
64
40%
27
0%
67
33%
63
14%
31
50%
1.To better represent data for smaller parts of the organisation, BCO now reports on 'reports per 100 headcount’, and not ‘per 1,000’.
2.Can include multiple reports relating to the same allegation. Where figures in this table slightly differ from previous reported periods, this can be due to factors including re-opening of cases,
case class re-classification, internal reviews and quality assurance processes.
3.Applies to all ‘substantiation %’ rates in this table, and it is based on all cases investigated and closed in the relevant reporting year; can include cases reported in previous year.
p93.jpg
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Strategic report
Our approach to risk management
Taking risks responsibly is key to delivering our strategy in a way that creates value for our
customers, shareholders, employees and partners.
To deliver our strategy, in a way that creates
value for our customers, shareholders,
employees and partners, it is essential that
we take risks responsibly.
Our risk culture fosters awareness,
transparency, and informed decision-making.
It reflects our values, is consistent with our
Code of Conduct, The Way We Work, and is
implemented through our risk
management framework.
Our risk management framework includes
our risk appetite, which outlines the level of
uncertainty we are willing to accept to
achieve our strategic objectives. It is
developed with input from our leadership,
approved by the Board, and is used
throughout our Risk Management Process.
This integration ensures we are effectively
managing threats and opportunities to our
business and host communities, as well as
protecting nature.
Our risk management process
Set strategy,
objectives and risk
appetite
Perform risk
assessment
Identify and evaluate
risks to strategy and
objectives.
Perform risk
management
Implement controls
and actions to
manage risks within
risk appetite.
Perform risk
assurance
Check and verify that
controls and actions
are effective in
managing risks.
Identify, prioritise
and implement
improvements.
Communicate risk
insights
Communicate current
and emerging risk
exposure to inform
decisions.
Improve and
embed risk
management
Build risk capability
and culture so active
management is
embedded in how we
run our business.
Plan
Do
Check
Act
Our risk management process follows
international standards and operates as a
Plan-Do-Check-Act cycle. This provides a
systematic yet flexible approach to respond
to the dynamic business environment we
operate in.
When identifying and assessing risk, we take
into account both financial and non-financial
impacts on our business, the environment
and communities where we operate. We
assess the materiality of each risk, enabling
us to escalate when necessary and prioritise
resources where they are most needed.
We actively monitor how well we manage
risks that are material to our objectives by
verifying that the design of our response
(actions and controls) remains resilient to
changing conditions, and by checking the
implementation of the response against our
actual performance. We enhance the check-
and-verify step by applying the 3 lines of
defence approach, which remains a core part
of our risk management framework. We look
to continually improve and strengthen our
risk culture and framework through
enhancing processes, tools and training.
We use an enterprise-wide risk management
information system (RMIS) with integrated
tools and applications to capture, manage
and communicate material business risks.
These tools support decision making and
prioritisation through transparent, up-to-date
data.
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Our risk management governance structure
Our risk management framework is structured to assign accountability for risks to leaders who are in the best position to address them, while
offering support via Centres of Excellence (CoE) and Areas of Expertise (AoE), along with independent review and oversight.
Best Operator, Impeccable ESG, Excel in development, Social licence
Risk appetite, risk culture, values
Stakeholders
Board and Board sub-committees
Audit & Risk
Committee
Sustainability
Committee
People &
Remuneration
Committee
Nominations
Committee
Chair’s
Committee
Delegation of Authority
Chief Executive
Executive Management Committee
Iron Ore
product group
Aluminium
product group
Copper
product group
Minerals
product group
Group
functions
Executive Steering Committees
Risk Management Committee
Closure Steering
Committee
Steel
Decarbonisation
Steering Committee
Decarbonisation
Investment Forum
Safety and
Operations
Committee
Ore Reserves
Steering Committee
Major Hazards
Steering Committee
Financial Risk
Management
Committee
Disclosure
Committee
Cyber Security
Steering Committee
Investment
Committee
Capital
Committee
Group Ethics and
Compliance 
Committee
Material risks
Risk Area of Expertise
Technical Areas of Expertise and Centres of Excellence
Group Internal Audit
Third party assurance
Line of
defence
1st
2nd
3rd
The Board approves our risk appetite and
oversees our material risks. The Board is
supported in monitoring a range of material
financial and non-financial current and
emerging risks by the Audit & Risk and
Sustainability committees. The Audit & Risk
Committee also monitors the overall
effectiveness of our risk management and
internal control frameworks and material
risks. Pages 113 to 118 detail the
committee’s activities in 2024. The Board’s
extensive range of skills, experience, and
knowledge contributes to a well-rounded
perspective on risk management.
The Board has delegated responsibility for
day-to-day management of the business to
the Chief Executive, and through him, to
other members of the Executive Committee
under a Group delegation of authority
framework. Our product groups and Group
functions, along with several risk-oversight-
focused executive and operational
committees, support the Chief Executive in
the effective management of our material
risks. Our Risk AoE is responsible for the
design and implementation of our risk
management framework globally, supporting
risk assessments and delivering timely
insights to executives and the Board.
Under our 3 lines of defence model, all
employees are empowered to own and
manage the risks that arise within their area
of responsibility. Our CoEs, comprising our
2nd line of defence, provide deep subject
matter expertise and objective challenge.
Our Internal Audit function provides
independent assurance. Where required by
law, or where deemed appropriate, we also
engage third parties to provide independent
assurance. Where risks are material to the
Group, they are escalated to the Risk
Management Committee and, as
appropriate, to the Board or its committees.
Emerging risks
Emerging risks are new or evolving risks that are
highly uncertain by nature and have the potential
to significantly impact the Group. Emerging risks
are typically less predictable and lack
precedents, making them challenging to assess
or mitigate. Given our diverse portfolio and
geographical footprint, we are exposed to many
highly uncertain, complex and often interrelated
risks. We remain vigilant to the leading indicators
of emerging risks, potential impact and
responses. Our analysis is anchored on our
global scenarios as outlined in the Strategic
context section on page 6.
Emerging risks that could materially impact
strategic objectives are incorporated within our
material risks. We monitor these risks closely
for changes in the external factors and
reassess them as they evolve and new
information is discovered. The Board reviews
these risks periodically.
Geopolitical risks continue to shape the
global economy. They create uncertainty
through changing trade policies, tensions
between major economies, regional conflicts,
and sanctions which could disrupt supply
chains and market access. We monitor
global developments closely and stress-test
the resilience of our business model,
including our supply chains, through scenario
planning to identify potential management
responses. These include, but are not limited
to, developing our capability to settle and
receive renminbi (RMB).
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Climate change and the low-carbon transition
remain critical emerging risks, with potential
to have a significant impact on our business
and the communities where we operate.
Physical risks such as extreme weather
events, water scarcity, and shifting
temperature patterns have the potential to
disrupt production, damage infrastructure or
increase costs. Transitional risks continue to
be a global agenda, with governments and
regulatory bodies increasingly implementing
stricter emissions regulations and targets.
We actively monitor and assess the potential
impact of these on our operations and
business through scenario planning. Where
appropriate, we take a proactive approach to
responding to the uncertainty. This includes
committing to decarbonisation targets and
associated capital expenditure, optimising
our portfolio for future demand, and
developing deeper understanding of
exposure across the business using the
latest generation climate analytics. Please
refer to material risks 2, 4 and 8 on page 91
and the Climate Action Plan on page 41 for
further details.
Generative Artificial Intelligence (AI) and
advancing technologies have the potential to
unlock transformative opportunities for
businesses through enhancing efficiency, and
data-driven insights to support decision making,
driving pace and breadth of innovation. It is also
in its infancy, which carries significant unknown
risks. Our focus is on robust monitoring and
internal upskilling to understand this evolution,
supported by strong governance processes to
support its use.
Longer-term viability statement
Context
Our business model underpins our ability to
deliver on our strategy. This is outlined on
page 8. Our business planning processes
include modelling a series of macroeconomic
scenarios and using various assumptions that
consider internal and external factors. As part
of our risk management framework, we closely
track, monitor and mitigate material risks to our
business plan and model.
Viability assessment process and
key assumptions
The assumptions underlying our business plan
and macroeconomic forecast have the
greatest level of certainty for the first 3 years.
Our longer-term viability assessment
examines the first 5 years (2025-29) of the
business plan. This allows for a detailed
analysis of the potential impacts of risks
materialising in the first 3 years, and enables
us to further stress test the business plan for
risks materialising towards the end of the time
period, although with less certainty.
The risk factors section outlines risks that
could materially affect our performance,
prospects or reputation. For the viability
assessment, we have considered material
risks that could severely impact the Group’s
liquidity and solvency in addition to non-
financial impacts.
Assessment of viability
The risks and key assumptions
considered in our longer-term viability
assessment are as follows: 
Risk A: Remaining competitive
through economic cycles or shocks
Scenario assumptions: An economic shock
arising in 2025, caused by escalating
geopolitical tensions, a trade war or military
actions, leading to a sustained loss of
confidence in financial markets and supply
chain disruptions. It assumes commodity
prices experience large negative pricing
shocks in 2025 through 2029 and a short-
term supply disruption for key commodities.
The scenario relates to material risk 11
(Remaining competitive through economic
cycles or shocks by maintaining strong
financial and operating performance
underpinned by a healthy inventory of high-
quality reserves).
Risk B: Group material major hazard
or cyber risk
Scenario assumptions: A catastrophic
event occurs, resulting from a major
operational failure such as a tailings or
water storage facility failure, extreme
weather event, underground or
geotechnical event or a cyber event that
impacts operational systems. It
assumes multiple fatalities, cessation of
operations and significant financial
impacts. We have assumed 3 such
events occur within the assessment
period, each with significant but varied
impacts. The scenario relates to
material risks 1 (Preventing loss of
operational control that may lead to
potential fatalities, permanent
disablements, or material production
disruption) and 12 (Preventing material
business disruption and data breaches
due to cyber events). 
Risk C: Delivery of our growth
projects
Scenario assumptions: A risk driven by
evolving societal expectations and
changing laws affecting the timelines for
delivering sustaining or growth projects.
We have assumed an impact on our near-
term key projects and considered
available alternatives. The financial impact
assumed here is in addition to any non-
financial impact, such as reputational
harm. The scenario relates material risks
3 (Building trusted relationships with
communities), 6 (Building trusted
relationships with Indigenous Peoples)
and 7 (Delivering on our growth projects).
Results of assessment
We quantify the expected financial impact of
each risk based on internal macroeconomic
and business analysis, as well as internal
and external benchmarking on similar risks.
We apply a probabilistic approach to quantify
risks and impacts where relevant.  
The first 5 years of the Group’s business plan
has been stress-tested for each risk to assess
the impact on the Group’s longer-term viability,
including whether additional financing facilities
would be required. In addition to liquidity and
solvency, the assessment considered other
financial performance metrics and dividend
payments. These metrics are subject to robust
stress tests.
The most “severe” scenario, albeit unlikely,
considers the financial impact of all 3 risks
materialising in the 5-year period. Without
management action, this scenario would
create both an immediate and a prolonged
severe impact.
However, we have a suite of management
actions available to preserve resilience
through the period of assessment, including
accessing lines of credit, reducing organic
and inorganic growth capital expenditure,
and raising capital. Our financial flexibility
could be limited during the peak of the crisis.
The viability of the Group under all the
scenarios tested remained sound. 
The resilience of the Group’s business model
is largely underpinned by 4 factors:   
the competitive position and diversification of
our commodities portfolio 
our disciplined capital allocation framework
and commitment to prudent financial policy 
the pay-out shareholder return policy
being based on earnings 
the focus on striving for impeccable ESG
credentials and therefore strengthening
our social licence, which allows for growth
and maintaining access to debt capital
and bank loan markets.  
Therefore, considering the Group’s current
position and the robust assessment of our
emerging and material risks, the Directors have
assessed the prospects of the Group over the
next 5 years (until 31 December 2029) and have
a reasonable expectation that we will be able to
continue to operate and meet our liabilities as
they fall due over that period. 
In the long term, there are 4 material risks
with long-dated consequences that could
have a material impact on our viability: 
preparing our iron ore business to
meet demand for low-carbon steel
(material risk 2)
minimising our impact on the
environments we work in and building
physical resilience to changes in those
environments, including climate change
and natural hazards (material risk 4)
being responsible operators throughout
the entire life of our assets – from
discovery to closure (material risk 5)
delivering our growth projects
(material risk 7).
The risk factors section provides further
details.
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Risk factors
The material risks outlined in this section could materially affect our ability to meet our strategic
objectives. They could materialise from a combination of external or internal factors and manifest or
escalate from any part of the business as an opportunity or threat.
To ensure we can prioritise our efforts
and resources, we regularly assess the
materiality of our material risks in terms
of potential consequence and likelihood.
This allows us to implement responses
that reduce negative impacts and
realise the benefits of opportunities.
These assessments, and the effectiveness
of our associated responses, reflect
management’s current expectations,
forecasts and assumptions. They involve
judgement and can be affected by
unexpected changes in our external
environment. While we endeavour
to reduce negative impacts to our
business, some inherent risks remain.
However, we closely monitor these
threats and have developed business
resilience plans.
The material risks mapped below are based
on our managed operations. We are also
exposed to risks associated with our non-
managed joint ventures which, if they arise,
may have consequences on our reputation or
finances. We seek to bring an equal level of
rigour and discipline to our managed and non-
managed joint ventures as we do to our
wholly-owned assets, through engagement
with partners, embedded representatives and
influence, in line with applicable laws.
The timeframe of our material risks is within
5 years, unless explicitly stated otherwise.
We frame our material risks in the context of
our overarching strategic objectives: to
become Best Operator; to strive for
impeccable ESG credentials; to excel in
development; and to protect our social
licence. These are summarised in the table
below in order of maximum reasonable
consequence and likelihood.
The material risks have not been assessed for
the impact of the recently announced proposed
acquisition of Arcadium Lithium plc (Arcadium).
We will assess this once the acquisition closes
and Arcadium is fully integrated within the
Group.
Current assessment of material risks
As of February 2025
Material risk
Key objective
Oversight
1
Preventing loss of operational control
that may lead to potential fatalities,
permanent disablements, or material
production disruption
l
l
Best
Operator &
Impeccable
ESG
Sustainability
Committee
2
Preparing our iron ore business to
meet demand for low-carbon steel
l
Best
Operator
Board
3
Building trusted relationships
with communities
l
Social
Licence
Sustainability
Committee
4
Minimising our impact on the
environments we work in and building
physical resilience to changes in those
environments, including climate
change and natural hazards
l
Impeccable
ESG
Sustainability 
Committee
5
Being responsible operators throughout
the entire life of our assets – from
discovery to closure
l
Social
Licence
Sustainability 
Committee
6
Building trusted relationships with
Indigenous Peoples
l
Social
Licence
Sustainability
Committee
7
Delivering on our growth projects
l
Excel in
Development
Board
8
Achieving our decarbonisation targets
competitively
l
Impeccable
ESG
Board
9
Transforming our culture, enabling us
to live our values
l
Best
Operator
Board
10
Conducting our business with integrity,
complying with all laws, regulations
and obligations
l
Impeccable
ESG
Board
11
Remaining competitive through
economic cycles or shocks by
maintaining strong financial and
operating performance, underpinned by
a healthy inventory of high-quality
reserves
l
Best
Operator
Audit & Risk
Committee
12
Preventing material business disruption
and data breaches due to cyber events
l
Best
Operator
Audit & Risk
Committee
13
Attracting, developing and retaining
people with the requisite skills
l
Best
Operator
People & 
Remuneration
Committee
14
Withstanding impacts of geopolitics on
our trade or investments
l
Best
Operator
Board
heat-map.jpg
1.Free cash flow or business value (NPV)
2.Considering effectiveness of existing controls
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Risk to best operator and impeccable ESG
strategic objectives
Preventing loss of operational control that may lead to
potential fatalities, permanent disablements, or material
production disruption
Nothing is more important than the safety and wellbeing of our employees,
contractors and communities where we operate. The mining industry is
inherently hazardous, with the potential to cause fatalities, illness or injury,
damage to the environment, disruption to communities or major loss of
production or revenues. Our objective is to have zero fatalities or
permanent disablements. We believe all fatalities are preventable, so our
focus is on identifying, managing and, where possible, eliminating hazards.
Safe and stable operations are critical to delivery of our objective to be Best
Operator, and maintaining close control of our operating assets ensures
reliable productive outputs.
l
Best Operator
Change vs 2023: Increasing
l
Impeccable ESG
Risks (threats)
Our operational environment is exposed to major hazards, including
processing, underground mining, slope geotechnical, functional safety
(eg sinking shafts and autonomous operations) and tailings
management. Inability to manage these hazards could result in a
catastrophic event or other long-term damage to the Group or the
environment and communities where we operate. Loss of technical
capability at complex operations poses increased risk. In addition to
major hazards, our operations are exposed to safety risks which could
result in single or multiple fatalities. These include risks from vehicles
and driving, aviation, falling objects, electricity and explosives.
Key exposures
Underground risks at Oyu Tolgoi, Kennecott, Diavik and Resolution. Slope
geotechnical risk at Kennecott and QIT Madagascar Minerals (QMM).
Tailings and water storage facilities at our Aluminium, Iron Ore and Closure
assets. Process safety at Copper and Aluminium smelters and refineries.
Functional safety at Oyu Tolgoi and across our Iron Ore assets. Mass
passenger transport at Oyu Tolgoi, Simandou and Rincon.
Risk oversight: Major Hazards Steering Committee, Safety and Operations
Committee, Risk Management Committee, Sustainability Committee
Risk to best operator strategic objective
Preparing our iron ore business to meet demand for low-
carbon steel
Decarbonisation of iron and steelmaking may affect the future relative
values of our iron ore products. We have the opportunity to unlock
business value through optimising our iron ore product strategy,
partnering with technology providers and universities, and innovating
with our customers to position ourselves favourably for the future
demand for low-carbon steel.
l
Best Operator
Change vs 2023: Stable
Risks (threats)
Uncertainty remains around the pace of transition across the steel
value chain, and the implications for the quality of iron ore products
required to support future low-carbon technologies. While the market
is expected to continue to require Pilbara iron ores, decarbonisation of
the steel value chain will require the development and proliferation of
economic low-carbon technologies suited to low-medium grade ores.
Key exposures
Pilbara low-medium grade ores.
Risk oversight: Steel Decarbonisation Steering Committee,
Risk Management Committee, Board
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Transforming our culture, enabling us to live our values
Living our values goes to the heart of our Group’s performance, prospects
and reputation. Sharing and demonstrating our values unlocks
opportunities in all that we do, every day. We are focused on building a
culture where all our people are trusted and empowered to be their best
selves and help drive change. This begins with a workplace where
everyone feels safe, respected and empowered every day.
l
Best Operator
Change vs 2023: Stable
Risks (threats)
Not living our values has the potential for decisions to prioritise 
production over safety. As societal expectations are changing, and
higher standards are being placed on organisations, the role we play in
society requires us to ensure we are consistently displaying and living
our values. The 2022 final reports of the Western Australia
Parliamentary Inquiry into the mining industry and the Everyday Respect
Report into the workplace culture at Rio Tinto highlighted the scale of
change required internally and across the resources sector.
Risk oversight: Risk Management Committee, Board
Book-red_dark.gif
For more information on our culture change journey, see pages 78-80.
Remaining competitive through economic cycles or shocks by
maintaining strong financial and operating performance,
underpinned by a healthy inventory of high-quality reserves
Our business model depends on our ability to convert existing Mineral
Resources to Mineral Reserves available for mining when required.
The viability of our orebodies, and business, is most sensitive to the
complexity of our orebodies and associated orebody knowledge base,
combined with commodity economics which are greatly influenced by
macroeconomic and geopolitical developments. We aim to remain
competitive, preserve resilience and maintain access to funding by
having cost-competitive assets, a diversified commodities portfolio, a
strong balance sheet, prudent financial policies and strong ESG
credentials.
l
Best Operator
Change vs 2023: Stable
Risks (threats)
A deteriorating economic or political environment could lead to falling
commodity prices (reduced cash flow, limiting profitability), trade
actions (increased tariffs, retaliations, and sanctions), and
governments’ efforts to exert more control over their natural resources
or to protect their domestic economies by changing contractual,
regulatory or tax measures. This can potentially impact our key
markets, operations, investments, tax obligations, financial results and
access to funding.
Input cost inflation and escalation could increase pressure on
operating costs and margins.
Orebody health remains challenged with Mineral Reserve depletion
driven by expanded production and ongoing resource development
challenges. Failure to secure access and approvals could limit
collection of required orebody knowledge that may reduce the volume
of existing Mineral Reserves and the future conversion of Mineral
Resources to Mineral Reserves in the required timeframe.
Risk oversight: Financial Risk Management Committee, Ore
Reserves Steering Committee, Risk Management Committee, Audit &
Risk Committee
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Preventing material business disruption and data breaches
due to cyber events
Managing cyber security events allows us to avoid disruption to our
operations, comply with data privacy requirements and keep sensitive
information related to customers, contractors or suppliers safe
l
Best Operator
Change vs 2023: Stable
Risks (threats)
Cyber incidents can occur due to malicious external or internal
attacks, but also inadvertently through human error. 
Although the extent and frequency of cyber security threats remain in
line with growth expectations, the external threat landscape continues
to evolve at a rapid pace.
The rise of digitisation has driven greater convergence and
connectivity between our information technology (IT), and industrial
and operational environments. The increased use of emerging or
disruptive technologies to inform and automate decisions also
amplifies the threat of loss of control systems or autonomous
functions. 
Key exposures
Our greatest exposures continue to be through our global ecosystem
of third-party suppliers, and the rapid development of new projects,
with an increasing reliance on technology.
Risk oversight: Cyber Security Steering Committee,
Risk Management Committee, Audit & Risk Committee 
Attracting, developing and retaining people with the requisite
skills
Our ability to achieve our business strategy depends on attracting,
developing and retaining a wide range of internal and external skilled
and experienced people.
l
Best Operator
Change vs 2023: Stable
Risks (threats)
Business interruption or underperformance may arise from a lack of
access to capability. Tight labour markets, and entry into new
countries where mining capabilities are in limited supply or the
Rio Tinto brand is less established, can lead to heightened
competition for diverse talent and critical skills. This may include skills
in climate, energy, decarbonisation, technical mining and processing,
licence to operate, and new commodities and projects. Changing
societal expectations are placing pressure on our corporate and
employer brand in terms of who we are and what we stand for. Since
the pandemic, talent is less inclined to relocate, forcing the reliance
on local or national recruitment, which significantly reduces the
market size for sourcing talent.
Key exposures:
Turnover rate in process safety management and technology roles.
Risk oversight: Risk Management Committee, People &
Remuneration Committee
Book-red_dark.gif
For more information, see pages 78-80.
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Withstanding impacts of geopolitics on our trade
or investments
Geopolitics has the potential to increase trade tensions, undermining
rule-based trading systems. Possible trade actions can impact our
key markets, operations or investments, and may limit the benefits of
being a multinational company with a global footprint. We continue to
build resilience through diversification, and identify opportunities for
engagement with governments, civil society, industry associations and
international bodies.
l
Best Operator
Change vs 2023: Stable
Risks (threats)
A deteriorating economic and political environment could lead to
falling commodity prices (reduced cash flow, limiting profitability,
reducing reserve inventory), trade actions (increased tariffs,
retaliations, and sanctions), and governments’ efforts to exert more
control over their natural resources or to protect their domestic
economies by changing contractual, regulatory or tax measures. This
can potentially impact our key markets, operations, investments, tax
obligations, financial results and access to funding.
Key exposures
A highly uncertain and unstable global macro environment, including
China-US tensions and the indirect impacts of the war in Ukraine and
conflict in the Middle East.
Risk oversight: Financial Risk Management Committee,
Risk Management Committee, Board
Risk to social licence strategic objective
Building trusted relationships with communities
We strive to be a trusted partner to communities, stakeholders and
broader society, leading to improved performance, future prospects
and reputation.
l
Social Licence
Change vs 2023: Stable
Risks (threats)
Access to land and resources may be impacted if we are not
considered a trusted partner that respects host communities and
human rights, mitigates adverse social and environmental impacts
and sustainably improves social and economic outcomes in
communities that host our operations. Other potential impacts can
include operational disruption, security incidents, expropriation, export
or foreign investment restrictions, increased government regulation
and delays in approvals, which may threaten the investment
proposition, title, or carrying value of assets.
Key exposures
Communities surrounding the Simandou project, Pilbara operations,
Richards Bay Minerals, Resolution, QIT Madagascar Minerals, Jadar
and Oyu Tolgoi.
Risk oversight: Risk Management Committee, Sustainability Committee
Book-red_dark.gif
For more information on how we are developing and investing in
nature-based solutions near our operations, see our 2025 Climate
Action Plan on page 41.
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Strategic report  |  Our approach to risk management
Being responsible operators throughout the entire life of
our assets – from discovery to closure
We are committed to being responsible operators throughout the
entire life of our assets, from discovery to closure. We do this in
partnership with our internal and external stakeholders, such as host
communities, Indigenous Peoples, regulators and joint venture
partners, embedding closure considerations throughout the entire
lifespan of our assets – in the way we design, build, run, close and
transition them. 
l
Social Licence
Change vs 2023: Stable
Risks (threats)
Closure obligations may increase over time due to changes in the
Group’s portfolio, stakeholders’ and community expectations,
regulations, standards, technical understanding and techniques.
The manifestation of exposures at a closed or legacy asset, due to a lack of
historic information, could impact our licence to operate, the cost of closure
and negatively impact on the human rights of communities where it is
located.
Key exposures
Pilbara near-term closures (including Channar and Eastern Range),
Gove, Argyle, Energy Resources of Australia (ERA), Mange-Garri,
Diavik and legacy sites.
Risk oversight: Closure Steering Committee, Risk Management
Committee, Sustainability Committee
Building trusted relationships with Indigenous Peoples
Our relationships with Indigenous Peoples play a material role in
delivering our operational and strategic goals and in our ability to
operate. A breakdown in these critical relationships may have a
significant impact on our business. We aim to build respectful and
enduring relationships with Indigenous partners and communities,
enabling them to realise their goals and aspirations and to create
long-term shared benefits.
l
Social Licence
Change vs 2023: Stable
Risks (threats)
Mining activities may strain relationships with Indigenous Peoples,
particularly where actual or perceived damage of significant cultural
values (cumulative or acute) occurs without appropriate consultation
and consent. This may result in loss of trust with Indigenous Peoples,
impacting our social licence to operate.
Key exposures
Indigenous Peoples near Resolution, in the Pilbara, Cape York
(Weipa), Canada (Quebec, Labrador, British Columbia),
and Argentina.
Risk oversight: Risk Management Committee, Sustainability Committee
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Strategic report  |  Our approach to risk management
Risk to excel in development strategic
objective
Delivering on our growth projects
Delivering our growth strategy relies on our ability to develop resources
faster and more competitively than others, while striving for impeccable
ESG credentials, and on the success of our exploration (greenfield and
brownfield) and acquisition activities to secure those resources.
Developing projects requires complex multi-year study and execution
plans and carries significant delivery risk. 
l
Excel in Development
Change vs 2023: Stable
Risks (threats)
New high-quality deposits are increasingly scarce, and those that are
known require advances in processing technology, significant capital
investment, or may negatively impact our ESG credentials.
Additionally, as studies and projects progress, they are susceptible to
changes in approvals, societal expectations, or changes in underlying
commercial or economic assumptions which could impact economic
viability.
Key exposures
Simandou, increasing approval timeframes in the Pilbara, Oyu Tolgoi
underground expansion, Rincon, Resolution and Jadar.
Risk oversight: Investment Committee, Ore Reserves Steering
Committee, Risk Management Committee, Board
Risk to impeccable ESG strategic objective
Minimising our impact on the environments we work in and
building physical resilience to changes in those environments,
including climate change and natural hazard
Producing the materials the world needs means we have an impact
on the environment. Our operations and projects require proactive
management to minimise potential impact to water resources or
biodiversity in new asset developments, existing operations and
closures. Our assets, infrastructure, communities and broader value
chains are exposed to the impacts of extreme weather events, and
climate change is expected to impact the frequency, intensity and
likelihood of extreme events across different regions globally.
l
Impeccable ESG
Change vs 2023: Stable
Risks (threats)
A number of our operations and future development opportunities exist
within, or close to, sensitive biodiverse regions. Our licence to operate and
develop requires us to demonstrate our capability to protect ecosystems
through improved practices and technological solutions. 
Natural hazards or extreme weather events can endanger our employees
and communities, damage our assets or cause significant operational
interruption. A direct impact of a Category 5 cyclone could lead to a
significant disruption to Pilbara port operations. Longer-dated exposure to
chronic changes in climate is less well understood given the inherent
uncertainty in future climate projections.
Key exposures
Our operations in the Pilbara and Saguenay–Lac-Saint-Jean regions,
QIT Madagascar Minerals and the Simandou project.
Risk oversight: Risk Management Committee, Sustainability Committee 
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Strategic report  |  Our approach to risk management
Achieving our decarbonisation targets competitively
Ensuring our ability to deliver longer-term strategic objectives
encompasses our ability to achieve our Scope 1 and 2 targets between
now and 2050, and deliver on our focus area of striving for impeccable
ESG credentials, while balancing the need to invest for growth, deliver
superior shareholder returns and remain competitive. 
l
Impeccable ESG
Change vs 2023: Stable
Risks (threats)
Delays in priority initiatives will threaten our Scope 1 and 2 target
delivery and ability to respond proactively and competitively. A key
uncertainty is our ability to successfully engage, and partner where
appropriate, with governments and other external parties to progress
grid decarbonisation in a timely manner, with large scale grid solutions
in Australia planned for final delivery very late this decade already.
Furthermore, our 2030 targets remain achievable through a mix of
renewable penetration, biodiesel, small process heat modifications
and use of offsets. Successful research and development investment
in areas such as electric fleets, hydrogen calcination, ELYSISTM, and
BlueSmeltingTM is required to support the decarbonisation pipeline
post 2030. 
Adhering to our social and human rights standards during implementation of
decarbonisation projects will be critical to avoid adversely impacting people
and stakeholder relationships. However, this may limit our available sourcing
options and lead to delays in meeting our targets.
Key exposures
Our Aluminium group’s Pacific Operations smelter repowering and
alumina processing.
Risk oversight: Decarbonisation Investment Forum,
Risk Management Committee, Board
Book-red_dark.gif
For more information, see our Climate Action Plan 2025 on page 41
Conducting our business with integrity, complying with all
laws, regulations and obligations
Our determination to become Best Operator and have impeccable
ESG credentials is underpinned by our commitment to ensure
compliance with our operational procedures, laws and our obligations.
These expectations are outlined in our Group policies, standards and
procedures, published on our website.
l
Impeccable ESG
Change vs 2023: Stable
Risks (threats)
A serious breach in our operations or in our value chain of anti-corruption
legislation or sanctions, data privacy, human rights, anti-trust rules, or
inappropriate business conduct, could result in serious harm to people and
significant reputational, legal and financial damage.
Key exposures
Exposures exist in Argentina (Rincon), Guinea (Simandou) and
Mongolia (Oyu Tolgoi).
Risk oversight: Group Ethics & Compliance Committee,
Risk Management Committee, Board
Globe-red_dark.gif
For more information on our Group policies, standards and procedures,
see riotinto.com/policies
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Strategic report 
Five-year review
Selected financial data
The selected consolidated financial information below has been derived from the historical audited consolidated financial statements of the
Rio Tinto Group. The selected consolidated financial data should be read in conjunction with, and qualified in their entirety by reference to, the
2024 financial statements and notes thereto. The financial statements as included on pages 153-229 have been prepared in accordance with
International Financial Reporting Standard (IFRS) as defined in “The basis of preparation” section to the financial statements on page 154.
Rio Tinto Group
Income statement data
For the years ending 31 December
Amounts
2024
$m
2023
$m
2022
$m
2021
$m
2020
$m
Consolidated sales revenue
53,658
54,041
55,554
63,495
44,611
Group operating profit1
15,653
14,823
19,933
29,817
16,829
Profit after tax for the year
11,574
9,953
13,048
22,597
10,400
Basic earnings for the year per share (US cents)
711.7
620.3
765.0
1,304.7
604.0
Diluted earnings for the year per share (US cents)
707.2
616.5
760.4
1,296.3
599.8
Dividends per share
Dividends declared during the year
US cents
interim
177.0
177.0
267.0
376.0
155.0
interim special
185.0
final
225.0
258.0
225.0
417.0
309.0
special
62.0
93.0
Dividends paid during the year (US cents)
ordinary
435.0
402.0
684.0
685.0
386.0
special
62.0
278.0
Weighted average number of shares basic (millions)
1,623.1
1,621.4
1,619.8
1,618.4
1,617.4
Weighted average number of shares diluted (millions)
1,633.4
1,631.5
1,629.6
1,628.9
1,628.6
Cash flow statement data
Net cash generated from operating activities
15,599
15,160
16,134
25,345
15,875
Own shares purchased from owners of Rio Tinto
208
Balance sheet data
Total assets
102,786
103,549
96,744
102,896
97,390
Share capital/premium
7,593
7,908
7,859
8,097
8,302
Total equity/net assets
57,965
56,341
52,741
57,113
51,903
Equity attributable to owners of Rio Tinto
55,246
54,586
50,634
51,947
47,054
1.Group operating profit includes the effects of charges and reversals resulting from impairments (other than impairments of equity accounted units) and profit and loss on consolidation and
disposal of interests in businesses. Group operating profit amounts shown above exclude equity accounted operations, finance items, tax and discontinued operations.
Directors’ approval statement
This Strategic report is delivered in accordance with a resolution of the Board, and has been signed on behalf of the Board by:
Dominic-signature-with-background.jpg
Dominic Barton
Chair
19 February 2025
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Directors’ report
Governance
Chair’s introduction
Governance framework
Board of Directors
Executive Committee
Our stakeholders – Section 172(1) statement
Board activities in 2024
Evaluating our performance
Nominations Committee report
Audit & Risk Committee report
Sustainability Committee report
Remuneration report
Annual statement by the People &
Remuneration Committee Chair
Implementation report
Additional statutory disclosure
Chair’s introduction
As a Board, we have spent a lot of time in 2024 focusing on Rio Tinto’s strategy to ensure
we have the right portfolio of commodities, clear milestones for success, and are building
capacity to meet the demand for our products. In an increasingly volatile world, having a
well-defined strategy, strict capital allocation and good governance is essential for success.
In this report, we describe some of the well-
established governance processes that
support effective decision-making at the
Board. Like everyone at Rio Tinto however, it
is important that we continuously review and
improve our structure and processes to
make sure we are efficient and effective. The
report explains how we assessed our
effectiveness and the results of the
2024 review.
Our Board members have diverse
backgrounds, and each brings their unique
and valuable experience to our work.
Directors are encouraged to challenge each
other’s assumptions and push to understand
different perspectives to reach an objective
view. This has been especially important in a
year in which we made several significant
decisions related to the execution of Rio
Tinto’s strategy, for example, the decision to
proceed with the proposed acquisition of
Arcadium Lithium.
The Board has also reviewed and approved
the proposed Climate Action Plan, which will
be put to shareholders for approval at our
2025 AGMs. We are retaining our
commitments to decarbonise our assets and
work with customers and suppliers to reduce
our value chain emissions. We are doing this
in a way that creates value for shareholders
and the Board recommends
it for approval.
The Board also studied the Everyday
Respect Progress Review in 2024, which
was another significant step in Rio Tinto’s
culture journey. As the Board oversees
and monitors our organisational culture,
it was valuable to understand where the
challenges remain in aligning our culture with
our purpose, values and strategy. The
findings of the Progress Review and People
Surveys have informed our view that Rio
Tinto is heading in the right direction, but still
has significant work to do to improve
its culture.
Half of the Non-Executive Directors have
been appointed within the last 2 years.
In recognition of this, the Board held 2
dedicated sessions where we got to know
each other more deeply to accelerate our
team forming and dynamic, alongside our
regular meetings.
In addition, Board members made a
series of individual and group site visits
to help deepen our understanding of the
business and progress on our culture and
operating performance.
These visits are always invaluable
opportunities for the Board to engage directly
with the teams on site and take these
learnings back into our boardroom
discussions. I am grateful to my colleagues
for their continued energy and enthusiasm to
learn, and to everyone who has taken the
time to share their insights with us.
Finally, there will be a number of Board
changes in 2025, with Kaisa Hietala, Simon
Henry and Sam Laidlaw all stepping down.
Simon will hand over his chairship of the
Audit & Risk Committee to Sharon Thorne,
and the People & Remuneration Committee
will pass from Sam to Ben Wyatt. A huge
thank you to Kaisa, Simon and Sam for
the dedication they have shown Rio Tinto.
I believe they leave our business in a strong
position, with a good mix of seasoned
Directors on the Board.
Dominic-signature.gif
Dominic Barton
Chair
19 February 2025
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Directors’ report
Governance framework
Our Board is structured to support good governance, which means
considering the right things, at the right time, with the right people and insights. Our
framework also helps the Board support the executive team, and strengthen our
strategic focus.
Board of Directors
We are finding better ways™ to provide the materials the world needs.
By doing this efficiently, effectively and sustainably, we aim to create long-term value for all stakeholders. Our purpose is supported
by 3 core values: care, courage and curiosity. The Board is collectively responsible for pursuing our purpose and approves the
strategy, budget and plans proposed by the Chief Executive to achieve this.
Board Charter
See the Board Charter for more information on the Board’s role and the delegation to management.
Joining-arrows.jpg
Audit & Risk
Committee
Helps the Board
monitor decisions and
processes designed to
ensure the integrity of
financial reporting, the
independence and
effectiveness of the
external auditors, and
robust systems of
internal control and
risk management.
Nominations
Committee
Helps the Board
determine its
composition, and
that of its committees.
These are regularly
reviewed and
refreshed, so they can
operate effectively and
have the right mixture
of skills, experience
and background.
People &
Remuneration
Committee
Helps the Board
ensure the
Remuneration Policy
and practices reward
employees and
executives fairly and
responsibly, with a
clear link to corporate
and individual
performance, and a
focus on people and
culture.
Sustainability
Committee
Helps the Board
oversee the Group’s
integrated approach to
sustainability and
strategies designed to
manage health and
safety, and social and
environmental risks,
including management
processes and
standards.
Chair’s
Committee
Supports the
functioning of the
Board and will consider
urgent matters
between Board
meetings.
Chief Executive
Has delegated
responsibility for the
executive management
of Rio Tinto, consistent
with the Group’s
purpose and strategy,
and subject to matters
reserved for the Board,
as set out in the
Schedule of Matters
Reserved for the Board
and in accordance with
the Group’s delegation
of authority framework.
See page 113
See page 111
See page 119
See page 117
Executive Committee
The Executive Committee supports the Chief
Executive in delivering strategy, annual plans
and commercial objectives, and in managing
the financial and operational performance of
the Group.
The following management committees
support the Chief Executive in the
performance of his duties.
Investment Committee
Reviews proposals on investments,
acquisitions and disposals. Approves capital
decisions within delegated authority limits,
and otherwise recommends matters for
approval to the Board, where appropriate.
Capital Committee
Reviews proposals for investments that are
not strategically complex. Focused on capital
approvals supporting the continuity, asset
health, decarbonisation and closure
programs of existing businesses and
approved growth projects.
Risk Management Committee
Oversees the management and mitigation of
the material risks that could materially impact
the Group’s business objectives and exceed
its risk tolerances.
Ore Reserves Steering Committee
Responsible for standards and control
procedures in the Mineral Resources and
Mineral Reserves estimation and disclosure
process. Ensures that they are effective in
meeting internal objectives and regulatory
requirements.
Closure Steering Committee
Oversees the process and controls designed
to manage the material risks related to
rehabilitation, closure and legacy operations.
Disclosure Committee
Reviews and approves the release of all
significant public disclosures on behalf
of the Group. Oversees the Group’s
compliance with its disclosure obligations
in accordance with all relevant legal
and regulatory requirements, including
processes to ensure such disclosures
are accurate and timely.
Globe-red_dark.gif
For more information and to view the Board
charter, the schedule of matters reserved for
the Board and committee terms of reference
see riotinto.com/corporategovernance
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Directors’ report
Board of Directors
Rio Tinto plc and Rio Tinto Limited have a common Board of Directors. The Directors are
collectively responsible for the stewardship and long-term sustainable success of the Group.
Dominic Barton
BBM
Chair
BA (Hons), MPhil. Age 62.
Appointed April 2022; Chair from
May 2022.
Skills and experience
Dominic spent over 30 years at
McKinsey & Company, including 9
years as the Global Managing
Partner, and has also held a broad
range of public sector leadership
positions. He has served as
Canada’s Ambassador to China,
Chair of Canada’s Advisory Council
for Economic Growth, and Chair of
the International Advisory
Committee to the President of
South Korea on National Future
and Vision. Dominic brings a
wealth of global business
experience, including deep insight
of geopolitics, corporate
sustainability and governance. His
business acumen and public sector
experience position him to provide
balanced guidance to Rio Tinto.
Current external appointments
Chair of LeapFrog Investments.
Simon Henry
Independent
Non-Executive
Director
MA, FCMA. Age 63.
Appointed April 2017.
Skills and experience
Simon has significant experience in
global finance, corporate
governance, mergers and
acquisitions, international relations,
and strategy. He draws on over 30
years’ experience at Royal Dutch
Shell plc, where he was Chief
Financial Officer between 2009
and 2017.
Current external appointments:
Senior Independent Director of
Harbour Energy plc, Adviser to the
Board of Oxford Flow Ltd, member
of the Board of the Audit
Committee Chairs’ Independent
Forum, member of the Advisory
Board of the Centre for European
Reform and Advisory Panel of the
Chartered Institute of Management
Accountants (CIMA), and trustee of
the Cambridge China Development
Trust.
Jakob Stausholm
Chief Executive
Ms Economics. Age 56. Appointed
Chief Financial Officer September
2018; Chief Executive from
January 2021.
Skills and experience
As Chief Executive, Jakob brings
strategic and commercial expertise
and governance experience. He is
committed to building trust with
communities, building a strong
workplace culture, and to
continuously improving operational
performance while delivering
attractive returns to shareholders.
Jakob joined Rio Tinto in 2018 as
Chief Financial Officer. He has over
20 years’ experience, primarily in
senior finance roles at Maersk
Group and Royal Dutch Shell plc,
including in capital-intensive, long-
cycle businesses, as well as in
innovative technology and supply
chain optimisation. He was also a
Non-Executive Director of Woodside
Petroleum and Statoil (now
Equinor).
Current external appointments
None.
Kaisa Hietala
Independent
Non-Executive
Director
MPhil, MS. Age 54. Appointed
March 2023.
Skills and experience
Kaisa is an experienced executive
with a strong track record of helping
companies transform the challenges
of environmental megatrends into
business opportunities and growth.
She began her career in upstream oil
and gas exploration and, as Executive
Vice President of Renewable
Products at Neste Corporation, she
played a central role in its commercial
transformation into the world’s largest
and most profitable producer of
renewable products. She was
formerly a Board member of Kemira
Corporation from 2016 to 2021.
Current external appointments
Senior Independent Director of
Smurfit Westrock, Non-Executive
Director of Exxon Mobil Corporation,
Chair of Greencode Ventures Ltd and
a member of the Supervisory Board
of Oulu University.
Peter
Cunningham
Chief Financial
Officer
BA (Hons), Chartered
Accountant (England and Wales).
Age 58. Appointed June 2021.
Skills and experience
As Chief Financial Officer, Peter
brings extensive commercial
expertise from working across the
Group in various geographies. He
is strongly focused on the
decarbonisation of our assets,
investing in the commodities
essential for the energy transition,
and delivering attractive returns to
shareholders while maintaining
financial discipline.
During over 3 decades with Rio
Tinto, Peter has held a number of
senior leadership roles, including
Group Controller, Chief Financial
Officer – Organisational
Resources, Global Head of Health,
Safety, Environment &
Communities, Head of Energy and
Climate Strategy, and Head of
Investor Relations.
Current external appointments
None.
Sam Laidlaw
Independent
Non-Executive
Director
MA, MBA. Age 69. Appointed
February 2017; Senior Independent
Director from May 2019.
Skills and experience
Sam has more than 40 years’
experience of long-cycle, capital-
intensive industries in which safety,
the low-carbon transition, and
stakeholder management are
critical. Sam has held a number of
senior roles in the energy industry,
including as CEO of both
Enterprise Oil plc and Centrica plc.
He was also a member of the UK
Prime Minister’s Business Advisory
Group.
Current external appointments
Chair of AWE Plc, Chair of Neptune
Energy DE, Chair of the National
Centre of Universities & Business,
Board member of Oxford Saïd
Business School.
Dean Dalla Valle
Independent
Non-Executive
Director
MBA. Age 65. Appointed
June 2023.
Skills and experience
Dean brings over 4 decades of
operational and project
management experience in the
resources and infrastructure
sectors. He draws on 40 years’
experience at BHP where he was
Chief Commercial Officer,
President of Coal and Uranium,
President and Chief Operating
Officer Olympic Dam, President
Cannington, Vice President Ports
Iron Ore and General Manager
Illawarra Coal. He has had direct
operating responsibility in 11
countries, working across major
mining commodities and brings a
wealth of experience in engaging
with a broad range of stakeholders
globally, including governments,
investors and communities. Dean
was Chief Executive Officer of
Pacific National from 2017 to 2021.
Current external appointments
Chair of Hysata.
Susan
Lloyd-Hurwitz
Independent
Non-Executive
Director 
BA (Hons), MBA (Dist). Age 57.
Appointed June 2023.
Skills and experience
Susan brings significant experience in
the built environment sector with a
global career spanning over 30 years.
Most recently Susan was Chief
Executive Officer and Managing
Director of Mirvac Group for over a
decade. Prior to this, she was
Managing Director at LaSalle
Investment Management, and held
senior executive positions at MGPA,
Macquarie Group and Lendlease
Corporation.
Current external appointments
President of Chief Executive
Women, Chair of the Australian
National Housing Supply and
Affordability Council and the
Australian Centre for Gender
Equality and Inclusion @ Work
Advisory Board, Non-Executive
Director of Macquarie Group and
Spacecube, Member of the Sydney
Opera House Trust and Global
Board member at INSEAD.
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Directors’ report  |  Board of Directors
Board changes
Simon McKeon stepped down as
director on 2 May 2024.
Sam Laidlaw and Kaisa Hietala
will step down from the Board at
the conclusion of the Rio Tinto
Limited AGM on 1 May 2025.
Past external appointments
over the last 3 years
For details of each Director’s
previous directorships of other
listed companies see the
Directors’ report on page 149.
Board committee membership key
Committee Chair
People & Remuneration Committee
Audit & Risk Committee
Sustainability Committee
Nominations Committee
Martina Merz
Independent
Non-Executive
Director
B.Eng. Age 61. Appointed
February 2024.
Skills and experience
Martina brings over 38 years of
extensive leadership and
operational experience, most
recently as CEO of industrial
engineering and steel production
conglomerate ThyssenKrupp AG.
She has held numerous leadership
roles, including at Robert Bosch
GmbH and at Chassis Brakes
International. Martina also has
extensive listed company
experience and is known for her
expertise in the areas of strategy,
risk management, legal/compliance
and human resources.
Current external appointments
Member of the Supervisory
Board at AB Volvo and Member of
the Shareholder Council of the
Foundation Carl-Zeiss-Stiftung as
the owner of Zeiss AG and
Schott AG.
Ngaire Woods
CBE
Independent
Non-Executive
Director
BA/LLB, DPhil. Age 62. Appointed
September 2020.
Skills and experience
Ngaire is the founding Dean of the
Blavatnik School of Government,
Professor of Global Economic
Governance and the Founder of the
Global Economic Governance
Programme at Oxford University. As
a recognised expert in public policy,
international development and
governance, she has served as an
adviser to the African Development
Bank, the Asian Infrastructure
Investment Bank, the Center for
Global Development, the
International Monetary Fund, and
the European Union.
Current external appointments
Trustee of the Schwarzman
Education Foundation, and Member
of the Conseil d’administration of
L’Institut national du service public.
Jennifer Nason
Independent
Non-Executive
Director
BA, BCom (Hons). Age 64.
Appointed March 2020.
Skills and experience
Jennifer has over 38 years’
experience in corporate finance
and capital markets. She was the
Global Chair of Investment Banking
at JP Morgan, based in the US,
and for the past 20 years, led the
Technology, Media and
Telecommunications global client
practice. During her time at JP
Morgan, she worked in the metals
and mining sector team in Australia
and co-founded and chaired the
Investment Banking Women’s
Network and sat on the Executive
Committee for the Investment
Bank.
Current external appointments
Co-Chair of the American
Australian Business Council, Non-
Executive Director at Accenture.
Trustee of Dodge and Cox.
Ben Wyatt
Independent
Non-Executive
Director
LLB, MSc. Age 50. Appointed
September 2021.
Skills and experience
Ben had a prolific career in the
Western Australian Parliament before
retiring in 2021. He held a number of
ministerial positions and became the
first Indigenous treasurer of an
Australian parliament. His extensive
knowledge of public policy, finance,
international trade and Indigenous
affairs brings valuable insight and adds
to the depth of knowledge on the
Board. Ben was previously an officer in
the Australian Army Reserves and
went on to have a career in the legal
profession as a barrister and solicitor.
Current external appointments
Non-Executive Director of Woodside
Energy Group Ltd, Telethon Kids
Institute and West Coast Eagles, and
member of the Advisory Committee of
Australian Capital Equity.
Joc O’Rourke
Independent
Non-Executive
Director
BSc, EMBA. Age 64. Appointed
October 2023.
Skills and experience
Joc has over 35 years’ experience
across the mining and minerals
industry.  He was the Chief Executive
Officer of The Mosaic Company, the
world’s leading integrated producer
and marketer of concentrated
phosphate and potash, from 2015 to
2023. He also served as President of
Mosaic until recently, and previously
held roles there including Executive
Vice President of Operations and Chief
Operating Officer. Prior to this, he was
President of Australia Pacific at Barrick
Gold Corporation, leading gold and
copper mines in Australia and Papua
New Guinea. Joc is known for his deep
knowledge of the mining industry, and
passion for improving safety and
operational performance.
Current external appointments
Non-Executive Director at the Toro
Company and The Weyerhaeuser
Company.
Andy Hodges
Group Company
Secretary
ACG, MBA. Age 57.
Appointed August 2023.
Skills and experience:
Andy joined Rio Tinto in 2018 and
became Group Company Secretary
in 2023. Andy has nearly 20 years’
experience in senior company
secretarial roles, including as
Deputy Company Secretary at
Anglo American and Assistant
Company Secretary at Aviva.
Current external appointments
None.
Sharon Thorne
Independent Non-
Executive Director
BA (Hons), FCA, Chartered
Accountant  (England and Wales).
Age 60.  Appointed July 2024.
Skills and experience
Sharon has extensive experience of
auditing and advising clients across
a broad range of sectors. She had a
36-year career with Deloitte,
becoming an audit partner in 1998.
During her time at Deloitte, she held
numerous Executive and Board
roles before becoming Deputy CEO
Deloitte North-West Europe in 2017
and Global Chair from 2019, before
retiring at the end of 2023. Sharon is
an advocate for collective action on
environmental sustainability and
climate change and is a strong
believer in the need for greater
diversity, equity, and inclusion in
business and civil society, and she
has long championed greater
diversity in senior leadership roles.
Current external appointments
Governor, London Business School;
Trustee, Royal United Services
Institute; Advisory Board Member,
Common Goal; and Advisory
Council Member, Deloitte Centre for
Sustainable Progress.
Tim Paine
Company
Secretary,
Rio Tinto Limited
BEc, LLB, FGIA, FCIS. Age 61.
Appointed January 2013.
Skills and experience
Tim joined Rio Tinto in 2012 and
became Joint Company Secretary
of Rio Tinto Limited in January
2013. He has over 30 years of
experience in corporate counsel
and company secretary roles,
including as General Counsel and
Company Secretary at Mayne
Group, Symbion Health and Skilled
Group. Tim also spent 12 years at
ANZ Bank, including as Acting
General Counsel and Company
Secretary.
Current external appointments
Joint Company Secretary for
Australia-Japan Innovation Fund
and member of the Governance
Institute of Australia’s Legislation
Review Committee.
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Directors’ report
Executive Committee
Day-to-day management of the business is delegated by the Board to the Chief Executive
and, through him, to other members of the Executive Committee and to certain
management committees.
Jakob Stausholm
Chief Executive
Biography can be found on page
Peter Cunningham
Chief Financial Officer
Biography can be found on page
Mark Davies
Chief Technical Officer
Mark was appointed to the Executive Committee
in 2020 and became Chief Technical Officer in
October 2021. He joined Rio Tinto in 1995 as a
Senior Mechanical Engineer and has worked in
operational and functional leadership roles,
including Iron and Titanium, Group Risk, and
Global Procurement.
Mark leads Development & Technology where he
is responsible for exploration, studies and major
capital construction, and Group-wide
decarbonisation. Mark also manages our Safe
Production System and Rio Tinto’s Technical
Centres of Excellence, covering asset
management, orebody knowledge, underground
mining, surface mining and processing. He is also
responsible for Rio Tinto’s global research and
development activities.
Mark is our representative on the Champions of
Change Coalition.
Bold Baatar
Chief Commercial Officer 
Bold became Chief Commercial Officer in
September 2024.
Since joining Rio Tinto in 2013, Bold has held a
number of leadership positions across
operations, Marine, Iron Ore sales and marketing,
and Copper. He joined the Executive Committee
in 2016 as the Chief Executive of the Energy &
Minerals product group, and became Chief
Executive, Copper in February 2021.
Bold brings deep experience across geographies,
commodities and markets. A passionate advocate
for integrating ESG into decision-making across
the business landscape, he combines strong
commercial and business development expertise
with a focus on developing markets and
partnerships with our host communities and
nations.
Isabelle Deschamps
Chief Legal Officer, Governance
& Corporate Affairs
Isabelle joined Rio Tinto in November 2021. She
leads the global Legal, Communication, and
External Affairs teams, overseeing governance
functions including the Company Secretariat,
Ethics & Compliance, and Technical Evaluation.
With extensive international experience, Isabelle
is a non-executive Director of the Japanese
conglomerate Hitachi and previously worked as
General Counsel and member of the Executive
Committee at AkzoNobel, following her tenure at
Unilever.
Isabelle is a pragmatic and transparent leader
who champions respect at work and drives our
social licence agenda. She is passionate about
inclusion, diversity, continuous learning, and
promoting a culture of integrity.
Georgie Bazette
Chief People Officer
Georgie began her role as Chief People Officer in
January 2025. With 25 years' experience as a
global leader, Georgie is dedicated to finding
better ways to unlock the full potential of our
people. Since joining Rio Tinto in 2008, she has
held diverse leadership roles within the People
(HR) function in various product groups, Group
Functions and at the Group level. Most recently,
Georgie served as Chief Operating Officer,
People, where she led the transformation agenda
for the function.
Georgie is passionate about continuing to build a
Rio Tinto where everyone, everywhere feels safe,
respected and empowered by developing talent,
evolving our culture, and creating inclusive
environments that foster growth and innovation.
Katie Jackson
Chief Executive, Copper
Katie was appointed Chief Executive, Copper in
September 2024. Before this, Katie was
President of National Grid Ventures, responsible
for financing, developing and operating large-
scale energy infrastructure assets, including
electricity interconnectors, LNG solutions,
renewables, and competitive transmission.
With a career spanning 3 continents at Shell,
UBS, Anadarko, Equinor and BG Group, Katie
brings strong operational, commercial and
strategy experience. She has a passion for
solving technical, operational and financial
challenges to make complex global projects work.
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Directors’ report  |  Executive Committee
Sinead Kaufman
Chief Executive, Minerals
Sinead became Chief Executive, Minerals in
March 2021. Since Sinead joined Rio Tinto in
1997 as a geologist, she has held senior
leadership and operational roles across
Aluminium, Copper & Diamonds, Energy &
Minerals, and Iron Ore. She joined the Executive
Committee in early 2021.
Sinead brings strong operational expertise
combined with a track record of delivering future-
focused sustainability outcomes. Sinead has led
the Minerals business to play a central role in
driving growth and decarbonisation.
Jérôme Pécresse
Chief Executive, Aluminium
Jérôme joined Rio Tinto in October 2023. He is
leading a bold strategy to decarbonise the entire
aluminium value chain and drive sustainable
growth.
With extensive experience from global executive
roles at GE, Alstom, and Imerys, Jérôme is
committed to value creation for shareholders and
brings leading expertise in energy, mining, and
strategic transformation. His vision centres on
low-carbon innovation, operational excellence,
and meeting rising demand for low-carbon
materials. Equally central in his leadership is
fostering a culture of diversity, excellence, and
continuous improvement, while strengthening
industry and community partnerships for shared
value and lasting impact.
Kellie Parker
Chief Executive, Australia
Kellie was appointed Chief Executive, Australia in
2021, after a 20-year career at Rio Tinto. Before
this, Kellie was Managing Director, Pacific
Operations, Aluminium, a role she took after more
than a decade of leadership, safety and
operational roles across the Iron Ore and
Aluminium businesses.
Kellie represents our Australian interests with all
stakeholders and brings her operational
experience and community values to listen,
respond and set the direction for the business.
Kellie also has company-wide responsibility for
Health, Safety, Environment & Security,
Communities & Social Performance and Closure.
Simon Trott
Chief Executive, Iron Ore
As Chief Executive – Iron Ore, Simon leads the
world’s largest and most innovative integrated
bulk commodity producer, achieving exceptional
financial performance by finding better ways to
provide the materials the world needs. 
Drawing on 25 years’ mining industry experience
across operating, commercial and business
development roles, Simon is driving the Iron Ore
business to develop a values-based performance
culture and reach its vision to become the world’s
most valued resource business.
Former Executive
Committee members
Alf Barrios stepped down as Chief Commercial
Officer on 31 August 2024. On 1 September 2024
Bold Baatar succeeded him in this role. Alf
Barrios continued as Chair for China, Japan and
Korea and as an Executive Committee member
until his retirement at the end of 2024.
James Martin stepped down as Chief People
Officer on 31 December 2024, ahead of his
retirement from Rio Tinto.
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Directors’ report
Our stakeholders
This stakeholder section, together with the information on page 9, constitutes our Section 172(1) statement.
The Board is required by the UK Companies Act 2006 to promote the success of the company
for the benefit of our shareholders, and in doing so, take into account the interests of our wider
stakeholders. Our key stakeholders are our people, the communities where we operate,
civil society organisations, governments, our investors, our customers and our suppliers.
Our people
Engaged people are key to our success.
How our Board engages
Susan Lloyd-Hurwitz, our designated Non-Executive Director for
workforce engagement, oversees our program of workforce
engagement events.
In-person and virtual town halls with the Board and Executive
Committee members.
The Board engaged with our workforce while visiting several sites
and offices throughout the year, including in Melbourne, Brisbane
and Montreal. Engagements have included town halls and Q&A
sessions with smaller groups of employees to exchange insights
and reflections about the business.
Employees are informed of the Group’s production and financial
results, and in the event of any significant events, Group-wide
communications are made through a number of channels.
What was important in 2024
Improving company culture and continuing the implementation of
the Everyday Respect recommendations
Business growth, operational performance
Societal issues
How the Board has taken account of these interests
An engaged and diverse workforce is imperative to the success of
the business. As part of the regular program, the Board reviews
the results of the twice-yearly people surveys and oversees
myVoice, our confidential whistleblowing program. This year the
Board considered the outcomes of the Everyday Respect
Progress Review Survey.
The health, safety and wellbeing of our people is a key priority for
the Board. The Board considers this in all decisions to ensure we
continually evolve our assets’ safety maturity and aim to create a
physically and psychologically safe workplace.
The Board considers our workforce when making decisions on
new ventures, projects and other growth opportunities, and aims to
support job opportunities and fair work.
Communities
The strength of our relationships with host communities, and broader society, is fundamental to our business.
Without their support we cannot operate successfully.
How our Board engages
We continue to strengthen our social performance capacity and
capability to be better operators and partners. We have increased
engagement between Indigenous Peoples and our senior
operational leaders and teams.
In December 2024, Ben Wyatt and Susan Lloyd-Hurwitz met with
several Indigenous Leaders in Montreal as part of our Stakeholder
Sessions. The roundtable provided insights to the Board on the
evolving dynamics of Indigenous partnerships, particularly in the
context of the potential shift in government policies on Indigenous
rights and land use.
In 2024, together with Voconiq, a third-party engagement science
research company, we launched a global Community Perception
Monitoring program, Local Voices. The program will help us to
more effectively engage and better understand communities’
perceptions, leading to improved data-driven social performance.
Progress and insights of the program are overseen by the
Sustainability Committee.
What was important in 2024
Job creation and procurement opportunities
Land access
Socioeconomic development projects
Environmental management, tailings storage facilities, operational
impacts and potential site closures
Security
How the Board has taken account of these interests
The Board oversees and receives regular updates on many
 projects and the impact they have, or will have, on communities.
Supporting economic opportunities for host communities and
regions is a key priority for us and, in addition to our social
investment programs, we strive to employ local people and
engage local services.
We have undertaken independent cultural management audits to
help us improve our cultural heritage management and
performance, and our engagement with Indigenous communities.
The Australian Advisory Group guides us on current and emerging
issues, which helps us better manage policies and positions
important to Australian communities and our broader business.
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For more information about our work with communities,
see pages 81-84
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Directors’ report  |  Our stakeholders
Civil society organisations
Civil society organisations (CSOs) play an important role in society. They hold us to account and help us
understand societal expectations across environmental, social and governance (ESG) issues, and identify risks
and opportunities to collaborate.
How our Board engages
We engage regularly with a wide range of CSOs to understand
and respond to areas of interest and concern, communicate
progress, share challenges and advance common goals. In 2024,
we expanded our outreach to CSOs in Europe, Guinea, the US
and Canada. In 2024, these included 2 sessions on progress
towards our Group nature strategy, meetings on our Climate
Action Plan, and on QIT Madagascar Minerals and Simandou.
We engage locally, nationally and globally on specific issues
related to an operation.
We attend industry forums where CSOs are present to understand
the latest trends and expectations on ESG issues.
Since 2018, we have held annual roundtables with CSO leaders
and members of the Board and Executive Committee. The
roundtables provide a dedicated forum for our most senior leaders
to engage directly with CSOs and discuss strategic issues.
What was important in 2024
Decarbonisation, carbon offsets and Scope 3
Water management, biodiversity protection and nature targets
The Panguna Mine Legacy Impact Assessment
Australia’s nature-positive plan and reforms
Indigenous Peoples’ rights in the energy transition
The Jadar project
How the Board has taken account of these interests
The Board and its sub-committees consider issues raised by
CSOs throughout the year, particularly through the Sustainability
Committee. The Board is represented at the CSO roundtables
through the Chair and other Directors.
The Board considers ESG issues and our social licence to operate
when making decisions on new ventures, projects and other
growth opportunities.
The Chair and executives engaged extensively with investors on
the topic of environment.
Governments
Governments – national, state and provincial, and local – are important stakeholders for our business. They provide
the legal and policy framework that supports our businesses, and ensures that our communities and people
are protected.
How our Board engages
We participate in multi-stakeholder organisations, initiatives and
roundtables, such as the Extractive Industry Transparency
Initiative (EITI), and ICMM.
We have innovative partnerships with governments, such as
ELYSIS with the Governments of Canada and Quebec. We also
partner with governments on projects, such as with the
Government of Guinea on the Simandou iron ore deposit. 
Government representatives regularly visit our sites.
In Australia, we engage with governments on issues such as
project approvals and cultural heritage protection.
In the US, we advocate on public policy related to the North
American supply chain and alignment on climate change, critical
minerals and materials, renewable energy and trade. 
In China, we partner and engage with a range of government and
state-owned entities on issues related to climate change,
innovation, training, procurement and product supply.
We contribute to UK and EU public policy development.
What was important in 2024
Tax and royalty payments
Compliance with laws and regulations
Local employment, procurement, health and safety
ESG issues, decarbonisation opportunities and socioeconomic
development projects
Operational environmental management
Transparency and human rights
Industrial policy
New technology
Security
How the Board has taken account of these interests
We engage with government officials to understand their
expectations, concerns, and policies. This helps us align our
activities with government interests. The Board receives regular
updates regarding all our projects and, in doing so, oversees our
engagement with governments.
The Board oversees our financial management to ensure we
comply with tax obligations and make a fair contribution to our host
country's revenue. We comply with regulations and contribute
positively to the economic and social development of the regions
where we operate.
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Directors’ report  |  Our stakeholders
Investors
Our strategy and long-term success depend on the support of our investors.
How our Board engages
We held 2 annual general meetings (AGMs), one in Australia and
one in the UK, where institutional and retail investors could engage
directly with the Board and management, giving them the
opportunity to ask questions and vote on our Remuneration report.
In 2024, our Chair, Dominic Barton, met with investors from the
UK, the US and Australia to convey how our strategy integrates
the net zero transition into our business, including our portfolio,
capital investment decisions and business planning.
Regular calls, one-on-one meetings and group events, roadshows,
presentations and attendance at investor conferences.
Webinars and online Q&A sessions.
Our corporate reporting suite and regular updates on our website
and social media.
What was important in 2024
Financial and operational performance 
Our ESG performance, including the impact of climate change and
how we are decarbonising our business
Compliance with laws and regulations 
Human rights 
Remuneration policy
How the Board has taken account of these interests
With regard to capital allocation and shareholder returns, the Board is
committed to maintaining an appropriate balance between cash
returns to shareholders and investment in the business, with the
intention of maximising long-term shareholder value. 
Given investor interest in ESG issues, including climate change
and our work with communities around the world, the Board
considers these issues during its yearly strategy sessions when
assessing our portfolio positions.
The Board’s engagement in CSO roundtables and some investor
events provides a sounding board as we implement our strategy,
respond to requisitioned resolutions and develop our reporting. 
Customers
The needs of our customers are central to our operational decision-making.
How our Board engages
In December 2024, Jakob Stausholm, Kaisa Hietala and Dean
Dalla Valle met with several of our customers in Montreal as part
of our Stakeholder Sessions. The roundtable enabled discussion
of the critical challenges facing Canada’s supply chains, including
the impact of climate change, extreme weather events and
geopolitical developments.
Our Commercial team connects with customers through direct
engagements and via business and industry forums. In addition,
we periodically seek their feedback and gather insights through
our customer survey. The results of our customer survey
conducted in 2024 have been shared with the Board.
Decarbonisation of the value chain is one of our customers’ biggest
challenges. We partner to find innovative solutions to help produce
sustainable products that support their net zero ambitions.
What was important in 2024
Product quality
Product delivery management
Innovation for decarbonisation solutions
Strategic partnerships
Access to ESG traceability data 
Supply security
Responsible sourcing and supply
How the Board has taken account of these interests
The Board receives updates on the key priorities for Commercial,
its role in supporting the Group strategy, and our market
development and customer engagement initiatives.
Suppliers
Our suppliers are critical to our ability to run efficient and safe global operations.
How our Board engages
In December 2024, Peter Cunningham, Sharon Thorne and Simon
Henry met with several of our suppliers in Montreal as part of our
Stakeholder Sessions. The roundtable explored anticipated
challenges and innovations in sustainable supply amid intensifying
competition and electrification trends. The session also enabled
discussion of the evolving role of Canadian suppliers in meeting
the rising global demand for critical minerals.
Similar to our customers, we periodically seek comparative
feedback from our suppliers through a survey. The results of our
supplier survey conducted in 2024 have been shared with
the Board.
We partner with suppliers to co-develop technologies and
applications, such as collaborating with Caterpillar and Komatsu on
the testing of large battery-electric haul truck technology in the
Pilbara to accelerate its potential future use.
What was important in 2024
Payment terms and processes
Partnership and collaboration
Contract terms and conditions
Sustainability and ethical practices
Efficiency and simplification
Support and engagement
Innovations and improvement
How the Board has taken account of these interests
The Board receives updates on the Group’s activities with
suppliers, including metrics regarding how the Group has
supported initiatives aimed at suppliers that are owned and
operated by Indigenous groups.
Our Chair met with the Chair of Wuxi-Boton, a key supplier of
conveyor belts to our global operations, located outside Shanghai,
China. Our deep collaboration helps them continue to innovate in
areas such as improving product performance and longevity,
reducing carbon emissions in both manufacturing and operations,
end of life recycling, and social projects.
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Directors’ report 
Board activities in 2024
The Board had 7 scheduled meetings in 2024. At every Board meeting, the Chief Executive and
Chief Financial Officer report on the safety, operating, and business performance of the Group,
and people, culture and values.
In 2024, the Board reviewed its forward
agenda of matters to be discussed,
considered its constitution, composition, and
performance, and reviewed any new or
amended Group policies. The Board has
ultimate oversight of ESG matters but has
delegated responsibility for certain matters to
the Sustainability Committee.
Set out below are some of the specific matters
that the Board considered during the year.
In February, the Board:
Reviewed and approved the Group's 2023
full-year results and final shareholder returns,
which had been considered by the Audit &
Risk Committee.
Approved the Group’s 2024 Funding Plan.
Approved a proposal for the Group to
manage the rehabilitation of Energy
Resources of Australia’s Ranger Project
Area.
Approved a proposal that New Zealand
Aluminium Smelters sign 20-year
electricity arrangements.
Considered an update on the renewable
power purchase agreements in
Queensland to support the repowering of
Boyne Smelters Limited.
Approved an agreement to support the
future environmental rehabilitation and
remediation of the Gardanne industrial
complex.
Approved notice to proceed for the
development of the Simandou high-grade
iron ore deposit in Guinea.
Considered an update on the
Jadar Project.
Received updates on compliance:
program developments, effectiveness,
risks, and business integrity myVoice
insights.
In April, the Board:
Discussed a report covering the Group’s
progress on cultural change.
Considered Board succession planning.
Reviewed detailed reports on lithium
and exploration.
Received an update on the Simandou
project.
In May, the Board:
Approved an updated delegated authority
framework.
Discussed a progress update on the
Everyday Respect Report.
Approved the 2023 Modern Slavery
Statement.
In July, the Board:
Discussed an update on the Group’s
culture, results and insights from the
People Survey, and the Everyday
Respect Progress Review.
Reviewed an update on asset
management performance.
Considered a summary of key risks to the
Simandou project and mitigation actions.
Approved the Group’s 2024 half-year
results statement and interim shareholder
returns, which had been considered by the
Audit & Risk Committee.
Approved the Boyne Smelters Limited
energy strategy.
Reviewed an Ethics and Compliance, and
Business Conduct Office update.
Approved the mid-year confirmation of
material risks.
In September, the Board:
Discussed an update on the Jadar Project
and committed to continue to engage the
community and other stakeholders on a
fact-based dialogue about the Project.
Considered an update regarding the
Energy Resources of Australia Ranger
rehabilitation project.
In October, the Board:
Received and considered an overview of
the Arcadium Lithium business and an
update on the transaction process.
Discussed the outcomes of the Everyday
Respect Progress Review.
Received a progress update on the
development of the 2025 Climate
Action Plan.
In December, the Board:
Met stakeholders, customers and suppliers
in Montreal.
Visited Matalco, aluminium operations in
Saguenay-Lac-Saint-Jean, and Rio Tinto
Iron & Titanium Quebec Operations Sorel-
Tracy plant.
Approved a proposal for $2.5 billion to
expand the Rincon project in Argentina.
Considered an assessment of the Group’s
material risks, associated controls, and
management responses deployed in 2024.
Approved the Group’s 2025 Annual Plan.
Discussed initial results from the annual
Board evaluation.
Strategy and risk
The Board holds dedicated two-day strategy
sessions each year as part of the May and
October Board meetings. A high-level
summary of the main themes discussed
is below:
May
The global strategic context, including the
division of markets and supply chain
challenges, and the Group’s core projects
in this context.
The evolution of the Group’s strategy and
opportunities for value creation.
Analysis of the industry structure and
drivers of change for products.
Global energy markets and long-term
dynamics.
Opportunities to simplify.
October
Delivery against the Group’s strategic
objectives and the way forward.
Processes standardisation, simplification,
and continuous improvement.
Detailed reviews of the strategies for the
iron ore, copper, and aluminium product
groups.
Learnings and levers regarding the
objective to become Best Operator.
How the Board monitors culture
The Board monitors the Group’s culture by receiving regular updates
from the Executive Committee and management. They monitor
progress of the implementation of the recommendations of the
Everyday Respect Report, review data from the myVoice confidential
whistleblowing program and twice-yearly People Survey results, and
receive a quarterly report on the Group’s cultural journey.
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For more information on how the Board monitors culture and engages
with our people, see page 106.
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Directors’ report 
Evaluating our performance
This year, the Board’s annual performance evaluation was led internally. This aligns with the
corporate governance principles for both the UK and Australia.
Every 3 years, we engage a professional
external adviser to undertake an
independent evaluation of the Board’s
effectiveness, and, in 2023, Jan Hall, of
business advisory company No.4, carried
this out. This external evaluation took an in-
depth look at Board dynamics and how the
Board operated. The Board agreed actions
for improvement from this evaluation, which
were detailed in our 2023 Annual Report and
we have worked to implement these during
2024.
The objectives of the 2024 internal
evaluation were then to:
1)Assess progress against the actions from
the 2023 external evaluation, and
determine if more work is needed to close
these out.
2)Understand where the Board is doing well
and where improvements could be made,
taking into account 2023’s detailed
review.
3)Set a benchmark against which
effectiveness can be assessed in
future years.
How the 2024 evaluation worked
All Board members completed an
anonymous questionnaire that looked at:
progress against the specific actions from
the 2023 evaluation
the performance of the Board during
the year
the performance of its committees
feedback on the performance of the Chair
and individual Directors.
In addition to the questionnaire, each
Director had an externally facilitated
interview to capture deeper and more
nuanced feedback on board effectiveness.
What the evaluation found
The evaluation concluded that the Board and
its Committees were working well, and that
the performance of the Chair and individual
Directors was effective.
The consensus from the questionnaire and
the interviews was very positive. Feedback
noted the improvement over the year in
terms of structuring the Board’s agendas and
papers to allow more time to be focused on
discussion and on material strategic topics.
The external evaluation in 2023 had
identified this as an improvement area. There
was agreement however that further
improvement is required, and work will be
undertaken on the format of the Board’s
materials to ensure they allow the Board to
consider matters in a focused and
concise way.
With a number of newly appointed Directors,
the Board spent 2 dedicated sessions in
2024 on team dynamics and accelerating the
process of getting to know one another more
deeply. The evaluation results reflected that
these sessions were considered very
valuable and will be repeated.
The Non-Executive Directors, led by the
Senior Independent Director, are responsible
for the performance evaluation of the Chair
and met separately in 2024 to discuss this.
The externally facilitated interview process
also captured feedback on the Chair and
Directors, all of whom were considered to be
performing efficiently.
Directors’ attendance at scheduled Board and committee meetings during 20241
Committee Appointments
Board
Audit & Risk
Nominations
People & Remuneration
Sustainability
Chair and Executive Directors
Dominic Barton
7/7
2/2
5/5
4/4
Jakob Stausholm
7/7
Peter Cunningham
7/7
Non-Executive Directors
Dean Dalla Valle
7/7
2/2
5/5
4/4
Simon Henry
7/7
6/6
2/2
Kaisa Hietala4,8
7/7
4/4
2/2
4/4
Sam Laidlaw11
7/7
2/2
5/5
3/4
Susan Lloyd-Hurwitz2,8
7/7
2/2
4/5
Simon McKeon - retired 2 May 20243
3/3
2/2
2/2
2/2
Martina Merz - joined 1 February 20247,8
7/7
2/2
2/2
Jennifer Nason8,12
7/7
2/2
5/5
Joc O’Rourke4,8,10
7/7
4/4
2/2
2/2
Sharon Thorne - joined 1 July 20245
4/4
3/3
Ngaire Woods9
7/7
2/2
2/2
4/4
Ben Wyatt6,8
7/7
6/6
2/2
3/3
1.In addition to the scheduled meetings of the Board and Committees for 2024, in order to attend to urgent matters, 2 ad hoc meetings of the Board were convened. Other than as expressly
noted below, these meetings were attended by each member of those committees.
2.Susan Lloyd-Hurwitz was unable to attend a meeting of the People & Remuneration Committee in February due to medical reasons.
3.Simon McKeon stepped down from the Board with effect from 2 May 2024.
4.Kaisa Hietala and Joc O'Rourke became members of the Audit & Risk Committee with effect from 1 June 2024.
5.Sharon Thorne became a member of the Audit & Risk Committee with effect from 1 July 2024.
6.Ben Wyatt became a member of the People & Remuneration Committee with effect from 1 June 2024.
7.Martina Merz became a member of the Sustainability Committee with effect from 1 June 2024.
8.Kaisa Hietala, Susan Lloyd-Hurwitz, Martina Merz, Jennifer Nason, Joc O'Rourke and Ben Wyatt ceased to be members of the Nominations Committee with effect from 31 May 2024.
9.Ngaire Woods ceased to be a member of the People & Remuneration Committee with effect from 31 May 2024.
10.Joc O'Rourke ceased to be a member of the Sustainability Committee with effect from 31 May 2024.
11.Sam Laidlaw was unable to attend a meeting of the Sustainability Committee in December due to a pre-existing commitment.
12.Jennifer Nason became a member of the Audit & Risk Committee with effect from 17 February 2025.
Board committee membership key
Committee Chair
People & Remuneration Committee
Audit & Risk Committee
Sustainability Committee
Nominations Committee
contour-12.jpg
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Directors’ report 
Nominations Committee report
The Nominations Committee ensures appointments to the Board are subject to a formal,
rigorous and transparent procedure, and oversees succession planning for the Board and
senior management.
As we reported last year, the size of the
Board peaked at 14 Directors as we retained
the expertise and experience of our longer-
serving Directors during a transitional period
as newer Directors familiarised themselves
with the Group. This transitional phase is
now largely concluded so we will make the
following changes to the Board during 2025.
With effect from the conclusion of the Rio
Tinto Limited annual general meeting in May
2025, Sam Laidlaw will step down as a
Director of the Company. Sam was
appointed to the Board in February 2017 and
has served as Chair of our People &
Remuneration Committee and as the Senior
Independent Director. I would like to express
my sincere thanks to Sam, on behalf of the
Board, for his outstanding contribution to Rio
Tinto. Ben Wyatt will succeed Sam as Chair
of the People & Remuneration Committee.
Sharon Thorne will become our Senior
Independent Director.
In the second half of 2025, Simon Henry will
step down as a Director. Simon was
appointed to the Board in April 2017 and has
served as Chair of the Audit & Risk
Committee since May 2019. We are grateful
to Simon for his invaluable contribution to the
Group. Sharon Thorne will succeed Simon
as Chair of the Audit & Risk Committee.
Kaisa Hietala will also step down as a
Director with effect from the conclusion of the
Rio Tinto Limited annual general meeting in
May 2025. The recent growth in our lithium
business has increasingly created potential
conflicts of interest with Kaisa’s non-
executive directorship with Exxon Mobil. Out
of an abundance of caution, Kaisa has
offered to resolve this potential conflict by
stepping down from the Rio Tinto Board. 
Kaisa has been a very welcome and
valuable addition to the Board since her
appointment in March 2023, and her
guidance on energy transition and business
transformation in particular have contributed
significantly and insightfully to our
discussions.
While she will be greatly missed, we have
accepted the decision to step down and wish
Kaisa well for the future.
Dominic signature.jpg
Dominic Barton
Nominations Committee Chair
19 February 2025
Board induction
Following a significant refresh of our Board
through 2023 and 2024, we reviewed our
induction process and made improvements
to make it more efficient and tailored to the
interests and requirements of each new
Director so that they can quickly build an
understanding of Rio Tinto, our markets
and stakeholders.
The induction aims to add greater depth
to Directors’ existing knowledge of the
company, enabling them to become more
effective members of the Board as quickly as
possible. Initially this can be achieved
through access to written information, which
is provided on appointment. The Company
Secretary then works with the Director to
build a focused set of engagements with
leadership and management to allow for
discussion on key topics and further
information to be provided. Specific briefings
are often included as part of the regular
teach-in sessions that are provided for the
Board.
The induction typically takes several months
and the Company Secretary works closely
with the Director to ensure it is relevant. Site
visits are important to our induction process
and this year Dean Dalla Valle, Susan Lloyd-
Hurwitz and Joc O’Rourke visited Kennecott,
Martin Merz and Joc O’Rourke travelled to
Yarwun and QAL, and Sharon Thorne visited
our aluminium operations in Saguenay-Lac-
Saint-Jean. Our new Directors also visited
Matalco and Rio Tinto Iron & Titanium Quebec
Operations’ Sorel-Tracy plant.   
Book-red_1.gif
For more information about our new Non-
Executive Directors, see the Board
biographies on pages 102-103.
Nominations Committee
members1,2
Dominic Barton (Chair)
Sam Laidlaw
Dean Dalla Valle
Ngaire Woods
Simon Henry
1.Simon McKeon was a member of the Committee until his
retirement from the Board on 2 May 2024.
2.Kaisa Hietala, Susan Lloyd-Hurwitz, Martina Merz,
Jennifer Nason, Joc O’Rourke and Ben Wyatt stepped
down from the Nominations Committee on 31 May 2024.
Length of tenure of
Non-Executive Directors
4081
l
 0-3 years: 7
l
 +3-6 years: 3
l
 +6-9 years: 2
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Our key responsibilities
The purpose of the Nominations Committee
is to review the composition of the Board.
The Committee leads the process for
appointments, making recommendations to
the Board as part of succession planning for
Non-Executive Directors. It also approves
proposals for appointments to the
Executive Committee.
Membership of the Committee
The members of the Committee are all
independent Non-Executive Directors, and
their biographies can be found on
pages 102-103.
The Chief Executive and the Chief People
Officer are invited to attend all or part of
meetings, as appropriate. The Committee is
chaired by the Chair of the Board, unless the
matter under consideration relates to the role
of the Chair.
The Committee had 2 formal meetings in
2024.  Attendance at the formal meetings is
included in the table on page 110.
Appointments to the Board –our policy
We base our appointments to the Board on
merit, and on objective selection criteria, with
the aim of bringing a range of skills,
knowledge and experience to Rio Tinto.
This involves a formal and rigorous process
to source strong candidates from diverse
backgrounds, and conducting appropriate
background and reference checks on the
shortlisted candidates. We aim to appoint
people who will help us address the
operational and strategic challenges and
opportunities facing the company and ensure
that our Board is diverse in terms of
experience, gender, nationality, social
background and cognitive style. As such, we
engage only recruitment agencies that are
signed up to the Voluntary Code of Conduct
on diversity best practice.
We believe that an effective Board combines
a range of perspectives with strong
oversight, combining the experience of
Directors who have developed a deep
understanding of our business over several
years with the fresh insights of newer
appointees. We aim for the Board’s
composition to reflect the global nature of our
business - we currently have 8 different
nationalities (including dual nationalities) on
a Board of 14.
The Committee engaged Spencer Stuart to
support the search for our new Non-Executive
Directors, Martina Merz and Sharon Thorne.
The Committee is satisfied that Spencer Stuart
does not have any connections with the
company or individual Directors that may impair
their independence.
When recruiting government or former
government officials to join the Rio Tinto Board,
we comply with any restrictions and obligations
existing pursuant to relevant laws and
regulations, including with respect to
confidentiality, lobbying and conflicts of interest.
The key skills and experience of our Board are
set out on this page of the report.
Diversity
The Board recognises that it has a critical
role to play in creating an environment in
which all contributions are valued, different
perspectives are embraced, and biases are
acknowledged and overcome. The Board
shares ownership with the Executive
Committee of the Group’s Respect, Inclusion
& Diversity Policy, which can be found at
riotinto.com/policies.
The proportion of women on the Board is
currently 43% (6 women and 8 men). As at
the date of this report, we do not currently
meet the UK Listings Rules target to have a
female Chair, Chief Executive, Chief
Financial Officer or Senior Independent
Director, however effective 1 May 2025 we
will meet this target when Sharon Thorne
becomes Senior Independent Director.
The Group has continued to set measurable
gender diversity objectives for the
composition of senior leadership and
graduate intake and achievement of these
targets contributes to the variable
remuneration of senior executives. Progress
on diversity is shown in the Our approach to
ESG section on page 34, where we show a
breakdown by seniority.
The number of Directors who identify
themselves as being from an ethnic
background is one (Ben Wyatt), aligned to
the objectives of The Parker Review in
the UK.
For further information on the gender and
ethnic diversity of the Board and Executive
Committee please see page 148 of the
Additional statutory disclosure section.
Book-red_1.gif
Progress on diversity is shown in the
Talent, diversity and inclusion section
on pages 78-80.
Skills and experience of the Chair and Non-Executive Directors
Skills and experience
Some
experience
Extensive
experience
Total
Chief Executive experience
Chief Executive-level experience of a major corporation
3
5
8
Chief Financial Officer and audit experience
Experience in financial accounting and reporting, corporate finance, internal controls, treasury and associated risk management
3
2
5
Mining and broader industrial operations
Senior executive experience in a large, global mining or industrial organisation
1
5
6
Major projects
Experience in developing large-scale, long-cycle capital projects
5
5
10
Corporate governance
Experience on the Board of a major quoted corporation subject to rigorous corporate governance standards
1
9
10
Global experience, including multinational and geopolitical experience
Experience working in multiple global locations, exposed to a range of cultural, business, regulatory and political environments
and/or in-depth understanding of public policy and government relations
1
9
10
Relevant country/regional expertise
Knowledge of countries or regions of strategic relevance to the Group
7
1
8
Downstream customer markets
Understanding of value chain development, including consumers, customers and marketing demand drivers
5
3
8
ESG
Experience of issues associated with environmental and social responsibility, including communities and social performance,
government relations, workplace health and safety and stakeholder engagement
6
6
12
Energy transition
Knowledge and experience of managing climate-related threats and opportunities including climate science, the low-carbon
transition and public policy
8
1
9
Industrial technology and innovation
Experience of nurturing and harnessing research, development and innovation, including digital technology and cybersecurity
5
2
7
Mergers and acquisitions and private equity/investing
Experience of mergers, acquisitions, disposals, joint ventures, private equity and investing
7
1
8
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Audit & Risk Committee report
The Committee supports the Board in discharging its governance responsibilities and oversees
the integrity of the Group’s financial reporting and associated narrative statements.
The Committee undertakes a regular
schedule of work each year. It discusses and
oversees the significant issues of judgement
relating to the financial statements. We
reviewed the new standards and
amendments applicable for the year to
understand how these would be
implemented by the Group. We also
undertook a forward-looking analysis of
amendments to standards that have been
issued, but are not yet effective. The
Committee works with management and the
external auditors to understand and agree
how these will be applied.
The Committee considered the Group’s
internal controls of financial reporting for the
Sarbanes-Oxley Act (SOX). It also looked at
the internal process in place that will allow
the Board to meet the requirement of the
new UK Corporate Governance Code, with
regard to the effectiveness of internal
controls.
This year the Committee considered the
steps that are being taken to implement a
“Material Control and Assurance Plan” to
address the requirements of the new UK
Corporate Code Provision 29, effective
1 January 2026. This is a top-down, risk-led
methodology to support the new disclosures
required with effect from the 2026 financial
year. We aim to achieve a proportionate and
practical response to the new declaration,
and key to this is the identification of
“material controls”. The foundation of the
work we undertook was looking at the
definition of material control, and we have
worked with peers, accountancy firms and
our auditors to understand emerging best
practice in this area of corporate governance.
We have an existing SOX program and have
therefore considered the interaction between
the two, ensuring that the frameworks are
complementary. Throughout 2025, the team
will review the mapping of controls to
material risks and the Committee have
oversight of this process.
In 2024, the Committee, together with the
Sustainability Committee, have continued to
follow the landscape of environmental, social
and governance (ESG) reporting
requirements. This year we are adopting 
new climate disclosures in our reporting, and
we are aiming to align with IFRS S2 on
climate-related disclosures. We think this will
place us in a good position for future years
when reporting becomes mandatory.
I have appreciated the support I have
received from my fellow Committee
members this year. In particular I would like
to thank Simon McKeon for the insight and
challenge that he brought as a member of
the Audit & Risk Committee. The
membership of the Committee was reviewed
following Simon’s departure and as part of
the planned refreshment of the Board.
I am pleased that Kaisa Hietala,
Joc O’Rourke and Sharon Thorne joined the
Committee in 2024. Jennifer Nason
also joined the Committee with effect from 17
February 2025. This has brought depth to the
Committee both in number of members and
the range of experience
each Director brings.
I trust you find this report a useful account of
the work of the Committee during the year.
Simon Henry.jpg
Simon Henry
Audit & Risk Committee Chair
19 February 2025
Audit & Risk Committee
members1,2,3,4
Simon Henry (Chair)
Joc O’Rourke
Kaisa Hietala
Sharon Thorne
Jennifer Nason
Ben Wyatt
1.Simon McKeon stepped down from the Board on 2 May
2024.
2.Joc O'Rourke and Kaisa Hietala joined the Committee on
1 June 2024.
3.Sharon Thorne joined the Committee on 1 July 2024.
4.Jennifer Nason joined the Committee on 17 February 2025.
Membership
The members of the Committee are all
independent Non-Executive Directors, and
their biographies can be found on
pages 102-103. The Chair of the Board is not
a member of the Committee.
As Rio Tinto’s securities are listed in
Australia, the UK and the US, we follow the
regulatory requirements and best practice
governance recommendations for audit
committees in each of these markets.
Australian listing requirements
In Australia, the members, and the
Committee as a whole, meet the
independence requirements of the Australian
Securities Exchange (ASX) Principles.
Specifically, the Committee members
between them have the accounting and
financial expertise, and a sufficient
understanding of the industry in which the
company operates, to be able to discharge
the Committee’s mandate effectively.
UK listing requirements
In the UK, the members meet the
requirements of the Financial Conduct
Authority’s (FCA) Disclosure Guidance and
Transparency Rules, and the provisions of
the UK Corporate Governance Code relating
to audit committee composition. Simon
Henry, the Chair of the Committee, and
Sharon Thorne are considered by the Board
to have recent and relevant financial
experience.
Simon Henry, Kaisa Hietala and
Joc O’Rourke have extensive experience in
the natural resources sector. Ben Wyatt and
Jennifer Nason have gained experience in
the mining sector by serving on the Board
and through regular site visits, reports and
presentations. Sharon Thorne has
undertaken site visits and teach-ins as part of
her induction programme. The Committee as
a whole has competence relevant to the
sector in which the company operates.
The Committee complies with the Audit
Committees and the External Audit: Minimum
Standard.
US listing requirements
In the US, the requirements for the
Committee’s composition and role are set out
in the Securities and Exchange Commission
(SEC) and New York Stock Exchange
(NYSE) rules. The members of the
Committee meet the independence
requirements set out under Rule 10A-3 of the
US Exchange Act and under Section 303A of
the NYSE Listed Company Manual. The
Board has designated Simon Henry as an
“audit committee financial expert”. The Board
also believes that the other members of the
Committee are financially literate by virtue of
their wide business experience.
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Committee remit
The Committee’s objectives and responsibilities
are set out in our Terms of Reference
(see riotinto.com/corporategovernance).
These follow the relevant best practice
recommendations in Australia, the UK
and the US.
Our main duties
Financial reporting – we review the key
judgements needed to apply accounting
standards and to prepare the Group’s
financial statements. We also review the
narrative reporting that goes with them, with
the aim of maintaining integrity in the Group’s
financial reporting. And we monitor
exclusions made in deriving alternative (non-
GAAP) (Generally Accepted Accounting
Principles) performance measures such as
underlying earnings.
External audit: We oversee the
relationship with the external auditors and
review all the non-audit services they
provide and their fees, to safeguard the
auditors’ independence and objectivity.
We also assess the effectiveness of the
external audit and, when necessary, carry
out a formal tender process to select
new auditors.
Framework for internal control and
risk management: We monitor the
effectiveness of the Group’s internal
controls, including those over financial
reporting. We also oversee the Group’s
risk management framework.
Group Internal Audit (GIA): We oversee
the work of GIA and its head, who reports
functionally to the Committee Chair.
Mineral Resources and Mineral
Reserves: We oversee the reporting and
assurance of Mineral Resources and
Mineral Reserves, and consider the
impact on financial reporting.
Distributable reserves: We provide
assurance to the Board that distributable
reserves are sufficient, and in the correct
corporate entities, to support any
dividend proposals.
These duties feed into an annual work plan
that ensures we consider issues on a timely
basis. The Committee has authority to
investigate any matters within its remit. We
have the power to use any Group resources
we may reasonably require, and we have
direct access to the external auditors. We
can also obtain independent professional
advice at the Group’s expense, where we
deem necessary. No such advice was
required during 2024.
The Committee Chair reports to the Board
after each meeting on the main items
discussed, and the minutes of Committee
meetings are circulated to the Board.
We had 6 Committee meetings in 2024.
Attendance at these meetings is included in
the table on page 110. The Committee has
met twice to date in 2025.
The Chair of the Board, the Chief Financial
Officer, the Group Financial Controller and
the heads of GIA and Risk regularly attend
Committee meetings, as does the Chief
Legal Officer, Governance & Corporate
Affairs. Other senior executives and subject-
matter experts are invited as needed.
The external auditors were present at all of
the Committee meetings during the year. The
auditors review all materials on accounting or
tax matters in advance of each meeting, and
their comments are included in the papers
circulated to Committee members. The audit
partners also meet with the Committee Chair
ahead of each meeting to discuss key issues
and raise any concerns.
The Committee meets regularly in private
sessions. We also hold regular private
discussions with the external auditors.
Management does not attend these
sessions. The Committee Chair also has
regular contact and discussions with these
stakeholders outside the formal meetings.
Use of Committee meeting time
in 2024
9248
l
Financial reporting:
40%
l
Internal control and
risk management:
25%
l
External audit: 15%
l
Internal audit: 15%
l
Governance: 5%
Other focus areas in 2024
In addition to the scheduled workload, the
Committee also:
Received an update on internal projects
to simplify how we work. This included the
transition to the HR IT platform Workday
and the Future Finance project, which is
standardising, simplifying and automating
our financial processes and controls.
Received an update on the development
of the framework that will be used to
determine Material Controls, the testing
approach and the 2025 milestones.
After a robust process, in early 2025,
recommended to the Board that the draft
2024 Annual Report should be taken as
whole, fair, balanced and understandable.
Reviewed the quality and effectiveness of
the Group’s internal control and risk
management systems. This review
included the effectiveness of the Group’s
internal controls over financial reporting,
and the Group’s disclosure controls and
procedures in accordance with sections
404 and 302 of the US Sarbanes-Oxley Act
2002. The Committee also considered
reports from GIA and KPMG on their work
in reviewing and auditing the control
environment.
The Committee considered cyber risk at
the December meeting. This included the
external threat landscape and the
defences, processes and response
capabilities in place to manage risk.
Significant issues relating to financial statements
There were 4 significant issues considered by the Committee in relation to the financial statements.
Matters considered
Conclusion
Review of carrying value
of cash-generating units
and impairment charges/
reversals
The Committee assessed management’s determination of cash-generating units, review of impairment triggers, and consideration of
potential impairment charges and reversals over the course of the year. The key assets discussed included Rio Tinto Kennecott, where
the revised mine plan was identified as an impairment trigger and, following the impairment test, management concluded that the
carrying value remained supportable, and in Pacific Aluminium where decarbonisation activities resulted in an impairment charge for
Queensland alumina refinery.
Application of the policy
for items excluded from
underlying earnings and
underlying EBITDA
The Committee reviewed the Group’s policy for exclusion of certain items from underlying earnings and confirmed the consistent
application of this policy year on year. The pre-tax items excluded from underlying earnings comprised charges of $0.8 billion and
income of $1.5 billion. A reconciliation of net earnings to underlying earnings is presented in the Alternative Performance Measures
section.
Estimate for provision for
closure, restoration and
environmental obligations
The Committee reviewed the significant changes in the estimated provision for closure, restoration and environmental obligations by
product group and Rio Tinto Closure. The Committee received updates on the closure studies completed in the period and reviewed
economic assumptions assessed by management, including changes to the discount rate.
Climate change
The Committee received an overview of the work that management is undertaking in relation to climate change and the potential
financial reporting implications thereof. The Committee reviewed the accounting for long-term renewable power purchase agreements
entered into during the period and the climate change disclosure in the Annual Report, with particular emphasis on the impact to
impairment charges and the related disclosure of sensitivities.
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Climate change-related
financial reporting
The Directors have considered the relevance
of the risks of climate change and transition
risks associated with achieving the goals of
the Paris Agreement when preparing and
signing off the Company’s accounts.
The narrative reporting on climate-related
matters is consistent with the accounting
assumptions and judgements made in this
report. The Audit & Risk Committee reviews
and approves all material accounting
estimates and judgements relating to
financial reporting, including those where
climate issues are relevant. The Group’s
approach to climate change is supported by
strong governance, processes
and capabilities.
This year, we updated the scenario
framework used to assess the resilience of
our business under different transition-
related scenarios. Conviction scenario is now
our central case. It underlies strategic
planning across the Group, is used in
commodity price forecasts, valuation models,
reserves and resources determination, and
in determining estimates for assets and
liabilities in our financial statements,
including impairment testing, estimating
remaining economic life, and discounting
closure and rehabilitation provisions.
Resilience scenario is our sensitivity analysis
designed to test our annual plan and
investment proposals.
Neither of the Conviction or Resilience
scenarios above are consistent with the
expectation of climate policies required to
accelerate the global transition to meet the
stretch goal of the Paris Agreement. Despite
global agreements on climate change reached
in Glasgow and Dubai, emissions today
continue to rise, making the 1.5°C goal of the
Paris Agreement unlikely to be achieved. As our
operational emissions targets are in line with
1.5°C, so too are our decarbonisation
investment decisions. In 2022, we developed a
Paris-aligned scenario, referred to as the
Aspirational Leadership scenario, which
helps us better understand the pathways to
meet the Paris Agreement goal, and what
this could mean for our business.
Overall, based on our internally developed
pricing outlooks, we do not envisage a material
adverse impact of the 1.5°C Paris Agreement-
aligned sensitivity on asset carrying values,
remaining useful life, closure and rehabilitation
provisions for our Group.
During the year, the assessment performed
under the Physical Resilience Programme,
together with our ongoing review processes,
including impairment assessments, did not
identify any material accounting impacts as a
consequence of the physical risks associated
with climate change.
For more information on climate change
impact on our Group, see our 2025 Climate
Action Plan on pages 41 to 75 in this report.
Contact with financial regulators
during 2024
During the year, the Company did not
receive any formal correspondence from
financial regulators.
External auditors
Engagement of the external auditors
For the 2024 financial year, KPMG served as
our auditors. Their appointment was
approved by shareholders at our AGMs in
2024. The UK entity of KPMG audits
Rio Tinto plc, and the Australian entity audits
Rio Tinto Limited. The UK audit engagement
partner, Jonathan Downer, was appointed in
March 2021 and the Australian partner,
Trevor Hart, was appointed in 2020. Graham
Hogg will replace Trevor Hart for the 2025
audit. This is a planned partner rotation, in
line with the requirements of the Australian
Accounting Professional & Ethics Standards
Board and SEC requirements.
We agreed on the scope of the auditors’
review of the half-year accounts, and of their
audit of the full-year accounts, taking into
consideration the key risks and areas of
material judgement for the Group. We also
approved the fees for this work and the
engagement letters for the auditors.
The Group has fully complied with the
Statutory Audit Services Order.
Safeguarding independence and
objectivity, and maintaining effectiveness
In our relationship with the external auditors,
we need to ensure that they retain their
independence and objectivity, and are
effective in performing the external audit.
Use of the external auditors for
non-audit services
The external auditors have significant
knowledge of our business and of how we
apply our accounting policies. That means it
is sometimes cost-efficient for them to
provide non-audit services. There may also
be confidentiality reasons that make the
external auditors the preferred choice for a
particular task.
However, safeguarding the external auditors’
objectivity and independence is an overriding
priority. For this reason, and in line with the
Financial Reporting Council’s (FRC) Ethical
Standard and the SEC independence rules,
the Committee ensures that the external
auditors do not perform any functions of
management, undertake any work that they
may later need to audit or rely upon in the
audit, or serve in an advocacy role for
the Group.
We have a policy governing the use of
the auditors to provide non-audit services.
The cap on the total fees that may be paid to
the external auditors for non-audit services in
any given year is 70% of the average of the
audit fees for the preceding 3 years. This is
in line with the FRC’s Ethical Standard. Non-
audit assignments fall into 2
broad categories:
Audit, audit-related or other
“pre-approved” services where we
believe there is no threat to auditors’
independence and objectivity, other than
through the fees payable.
Other services approved under
delegated authority.
We apply different approval regimes to these
areas of work. Approval of “pre-approved”
services is as follows:
Up to $50,000: subject to prior notification
to management, this work can be
awarded.
From $50,001 to $100,000: requires the
Chief Financial Officer’s approval.
Over $100,000 and with a tender
process: if the external auditors are
successful in the tender, the appointment
requires the Chief Financial Officer’s
approval.
From $100,001 to $250,000 without a
tender process: requires the Chief
Financial Officer’s approval.
Over $250,000 without a tender process:
requires the Committee’s or Committee
Chair’s approval.
In each case, the nature of the assignment
and the fees payable are reported to
the Committee.
The Chief Financial Officer can approve
other services up to the value of $50,000 and
an aggregate value of no more than
$100,000. Fees exceeding $100,000 in
aggregate require approval from the
Committee or the Committee Chair.
At the half-year and year-ends, the Chief
Financial Officer and the external auditors
report to the Committee on non-audit
services performed and the fees payable.
Individual services are also reported to the
Committee at each meeting that have either
been approved since the previous meeting,
or that require approval for commencement
following the meeting.
Non-audit services provided by KPMG in
2024 were either within the predetermined
approval levels or approved by the
Committee and were compatible with the
general standard of independence for
auditors and the other requirements of the
relevant regulations in Australia, the UK and
the US regulations.
Fees for audit and non-audit services
The amounts payable to the external
auditors, in each of the past 2  years, were:
2024
$m
2023
$m
Audit fees
28.1
26.6
Non-audit service fees:
Assurance services
5.2
4.1
All other fees
0.2
0.1
Total non-audit service fees
5.4
4.2
Non-audit: audit fees (in-year)
19%
16%
For further analysis of these fees, please see
note 38 on page 228.
None of the individual non-audit assignments
was significant, in terms of either the work
done or the fees payable. We have reviewed
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the non-audit work in aggregate. We are
satisfied that neither the work done, nor the
fees payable, compromised the
independence or objectivity of KPMG as our
external auditors.
No person who served as an officer of
Rio Tinto during 2024 was a Director or
partner of KPMG at a time when they
conducted an audit of the Group.
Effectiveness of the external auditors
We review the effectiveness of the external
auditors annually. We consider the results of
a survey containing questions on the
auditors’ objectivity, quality and efficiency.
The survey, conducted in June 2024, was
completed by a range of operational and
corporate executives across the business,
and by Committee members.
We are satisfied with the quality and
objectivity of KPMG’s 2023 audit.
Audit Quality Review
As part of the annual inspection of audit
firms, the Audit Quality Review (‘AQR’) team
of the Financial Reporting Council (‘FRC’)
reviewed KPMG’s audit of the Group
accounts for the year ended 31 December
2023. The AQR routinely monitors the quality
of audit work of certain UK audit firms
through inspections of sample audits and
related procedures, at individual audit firms.
The Committee and KPMG LLP have
discussed the report, which included a
number of good practice observations.
Overall, the result of the review raised no
issues which caused doubt on the quality of
our external audit and the Committee
remains satisfied with the efficiency and
effectiveness of the external audit.
Appointment of the auditors
The Committee has reviewed the
independence, objectivity and effectiveness
of KPMG as external auditors in 2024
and in the year to date. We have
recommended to the Board that KPMG
should be retained in this role for 2025,
which the Board supports.
KPMG have indicated that they are
willing to continue as auditors of Rio Tinto.
A resolution to reappoint them as auditors of
Rio Tinto plc will be proposed as a joint
resolution at the 2025 AGMs, together with a
separate resolution seeking authority for the
Committee to determine the external
auditors’ remuneration.
Subject to the approval of the above
resolution, KPMG will continue in office as
auditors of Rio Tinto Limited.
Risk management and internal controls
We review Rio Tinto’s internal control
systems and the risk management
framework. We also monitor risks falling
within our remit, including those relating to
the integrity of financial reporting. A summary
of the business’s internal control and risk
management systems, and of the risk factors
we face, is available in the Strategic report
on pages 88-98.
Importantly, responsibility for operating and
maintaining the internal control environment
and risk management systems sits with
leaders who are in the best position to
address them, while offering support to them
via Centres of Excellence and Areas of
Expertise. Leaders of our businesses and
functions are required to maintain adequate
internal controls, to verify that these are
operating effectively and are designed to
identify any failings and weaknesses that
may exist, and that any required actions are
taken promptly.
The Audit & Risk Committee also regularly
monitors our risk management and internal
control systems (including internal financial
controls). We aim to have appropriate
policies, standards and procedures in place,
and ensure that they operate effectively.
As part of considering the risk management
framework, the Committee receives
regular reports from the Group Financial
Controller, the Chief Legal, Governance
& Corporate Affairs Officer, the Head of Risk,
the Head of Group Internal Audit (GIA) and
the Head of Tax on material developments
including with respect to the legal, regulatory
and fiscal landscape in which the
Group operates.
The Board, supported by the Audit & Risk
Committee, has completed its annual review
of the effectiveness of our risk management
and internal control systems. This review
included consideration of our material
financial, operational and compliance
controls. The Board concluded that the
Group has an effective system of risk
management and internal control.
Internal control over financial reporting
The main features of our internal control and
risk management systems in relation to
financial reporting are explained on
page 151.
Internal audit program structure
GIA provides independent and objective
assurance of the adequacy and
effectiveness of risk management and
internal control systems. It may also
recommend improvements.
While the Head of GIA reports
administratively to the Chief Financial Officer,
appointment to, or removal from, this role
requires the consent of the Audit & Risk
Committee Chair. The Head of GIA is
accountable to the Chairs of the Audit & Risk
and the Sustainability Committees,
and communicates regularly with both.
Our GIA team therefore operates
independently of management. Its mandate is
set out in a written charter, approved by the
Audit & Risk Committee. GIA uses a formal
internal audit methodology that is consistent
with the Institute of Internal Auditors’ (IIA)
internationally recognised standards.
When needed, the team brings in external
partners to help achieve its goals. There is a
clear policy to address any conflicts of
interest, which complies with the IIA’s
standards on independence. This policy
identifies a list of services that need prior
approval from the Head of GIA.
Governance of the annual plan
Each year’s internal audit plan is approved
by the Audit & Risk Committee and the
Sustainability Committee. The plan is
focused on higher-risk areas and any
specific areas or processes chosen by the
committees. It is also aligned with any risks
identified by the external auditors. Both
committees are given regular updates on
progress, including any material findings, and
can refine the plans, as needed.
Effectiveness of the internal audit program
The Audit & Risk Committee monitors
the effectiveness of the GIA function
throughout the year at its meetings. During
2024, the function continued its journey to
mature GIA to a “trusted adviser level” and
embedding the improvements initiated in
2023, demonstrating improvements in the
function’s effectiveness and delivery.
We are satisfied that the quality, experience
and expertise of GIA are appropriate for the
business and that GIA was objective and
performed its role effectively. We are
satisfied that GIA is appropriately resourced.
We also monitored management’s response
to internal audits during the year. We are
satisfied that improvements are being
implemented promptly in response to GIA
findings, and believe that management
supports the effective working of the
GIA function.
Committee effectiveness
The Committee reviews its effectiveness
annually. In 2024, this was accomplished
through an internally-facilitated evaluation of
the Board and its committees.
The performance of the Committee was
highly rated, with no areas of concern raised
and no significant changes recommended.
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Sustainability Committee report
The Sustainability Committee monitors and supports Rio Tinto’s processes and practices to
ensure we supply the materials the world needs safely and sustainably.
The prevention of fatalities, and the health,
safety and wellbeing of our employees,
contractors and communities, is the
Committee’s first priority. The Committee
also oversees other key sustainability risks,
including in particular our environmental and
social performance risks.
We are deeply saddened by the tragic fatal
events at our managed operations in 2024. In
January, 4 colleagues from our operations at
Diavik and 2 airline crew members lost their
lives in a devastating plane crash near Fort
Smith, Northwest Territories, Canada. And in
October, an employee of a contracting partner
tragically lost his life after he was injured at the
SimFer Port Project, part of the Simandou iron
ore project. The Committee’s sympathies go
out to the families and team members of each
of these colleagues who lost their lives.
Sadly, in 2024 we also saw fatalities more
broadly across our industry, including at the
operations of 2 of our non-managed joint
venture partners.
Our thoughts also remain with the family and
colleagues of a crew member aboard a Rio
Tinto bulk carrier who was reported missing
in December. 
These events are a solemn reminder of the
safety risks in our business. We firmly
believe all fatalities are preventable, driving
us to learn from these tragedies and
ensuring we share insights widely to prevent
future events and inform ongoing
improvements to our safety practices.
Following the charter flight incident in
January, while awaiting the outcome of the
official investigation by the Transport Safety
Board of Canada, the Committee oversaw a
review of the Group’s aviation activities and
standards, and a benchmarking of the
Group’s aviation practices against industry
best practice.
In addition to reviewing the lessons learned
from these fatalities, the Committee continues
to review potential fatal incidents (PFIs) with
business leaders to share important lessons
from these events across the Group. In 2024,
the Committee undertook closer analysis of
PFIs involving an exchange of energy, with
major contributors to these incidents including
falling objects, vehicles and driving, and
contact with electricity.
Critical risk management also continues to be
a key fatality elimination tool, helping to ensure
critical controls are in place and operating
effectively where there is a critical risk of
fatality. And the Committee continues to review
the progress through our safety maturity
model, which is a key tool for supporting and
enhancing our safety culture.
In 2024, the Committee strengthened its
focus by dedicating a meeting to each of the
3 key themes in its scope: health and safety
(including fatality prevention); environment
(including closure); and social performance
(including human rights and Indigenous
Peoples). A fourth meeting received
presentations from each of the product group
Chief Executives, our Chief Commercial
Officer, and our Chief Technical Officer on
the key sustainability and operational risks,
opportunities, trends and controls for each
product group, and for Rio Tinto Marine,
Exploration and Projects, including the
Simandou project. 
We continued to oversee our progress
towards implementation of the Global
Industry Standard on Tailings Management
(GISTM), and to directly engage with
executives who have accountability for the
safety of tailings facilities across the Group.
We have received progress updates from
management on the pathway to full
conformance with GISTM.
The Committee reviewed the progress of
Rio Tinto’s program for managing its physical
resilience to climate change, and for the
Group’s compliance with the disclosure
requirements set out by the Task Force on
Climate-Related Financial Disclosure
(TCFD).
At each meeting, the Group’s Internal Audit
(GIA) function reports to the Committee on
matters within the Committee’s scope. In
addition, in February 2024 the Group’s
auditors, KPMG, reported to the Committee
on their assurance procedures over our 2023
sustainable development reporting.
Other key areas of focus for the Committee
in 2024 included:
Health and safety performance:
Receiving regular updates on health and
safety performance.
Environment and nature: Receiving a
report on the Group’s environmental
performance and endorsement of our
approach to our nature strategy, as well
as undertaking a deep dive on the
Group’s physical resilience to climate
change and natural disasters, and the
real-time modelling being done to
manage this risk.
Water: Receiving an update on the
Bungaroo aquifer in the Western Pilbara
and the decision to invest in the
construction of the Dampier desalination
plant, which will supply water to
Rio Tinto’s coastal communities and
operations from 2026.
Social performance: Receiving an
overview of the emerging socio-political
landscape and an update on
Communities and Social Performance
2024 priorities and initiatives, including
our global program to collect and respond
to host community feedback, social
contributions, Indigenous leadership and
participation, cultural heritage and
agreements.
Human rights: Reviewing management
of human rights risks, tracking global
trends in human rights policy and
regulation, commercial and asset human
rights due diligence, and overseeing our
modern slavery reporting.
Security: Receiving updates on ongoing
security challenges across the Group.
Site visits play an important role in providing
Committee members with a deeper
understanding of our sustainability risks
across our business. This year, there were
full Board site visits in Canada to our Iron
and Titanium Operations in Sorel-Tracy,
Quebec and our Matalco joint venture’s
operations in Ontario. In addition, our
Committee members also made either
individual or group visits:
in Canada, to our Aluminium operations in
Saguenay–Lac-St-Jean in Quebec, and
our aluminium operations in Kitimat,
British Columbia
in Australia, to our Iron Ore operations in
the Pilbara, Western Australia, the Yarwun
and Queensland Aluminium Limited
alumina processing facilities in Gladstone,
and our Technical Development Centre in
Bundoora, Victoria
in Africa, to the Simandou iron ore project
in Guinea, and our mineral sands joint
venture at Richards Bay in South Africa
in the US, to our operations at Resolution
Copper in Arizona, and our Kennecott
copper operations in Salt Lake City, Utah.
I look forward to continuing the work of the
Sustainability Committee in 2025 to
contribute to the long-term sustainable
success of the Group.
p111-Sig.jpg
Dean Dalla Valle
Sustainability Committee Chair
19 February 2025
p123.jpg
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Sustainability Committee
members1,2
Dean Dalla Valle (Chair)
Sam Laidlaw
Dominic Barton
Martina Merz
Kaisa Hietala
Ngaire Woods
1.Joc O’Rourke stepped down from the Committee on
31 May 2024
2.Martina Merz became a member of the Committee on
1 June 2024
The role of the Committee
The Committee’s scope and responsibilities are
set out in its Terms of Reference, which can be
found at riotinto.com/corporategovernance.
Activities in 2024
The Committee met 4 times in 2024. During
these meetings, the Committee undertook
the following activities:
Received presentations from each of the
product group Chief Executives, our Chief
Commercial Officer, and our Chief
Technical Officer on the key ESG and
operational risks and trends for their
respective product group or function.
Health and safety
Briefed on Rio Tinto’s aviation
management approach following the
death of 4 Diavik colleagues and 2 crew
members in the charter flight crash in
Canada in January 2024, and the findings
from the investigation relating to the death
of a contractor working at the Simandou
iron ore project in Guinea, and reviewing
actions identified from these internal
briefings.
Received regular updates on the Group’s
performance across key health and safety
metrics.
Conducted regular reviews of PFIs
occurring across the Group.
Received regular updates on Major
Hazard incidents across the Group.
Conducted deep dives into key safety
risks and controls, including: a major
underground event; and major tailings
or water storage facility failure.
Environment
Reviewed the Group’s performance
across key environmental metrics.
Conducted a deep dive into the Group’s
physical resilience to climate change.
Received updates on the Group’s
implementation of GISTM, and engaged
with Accountable Executives in line with
the Standard’s requirements.
Endorsed an approach for the Group’s
nature strategy and a targets program to
support that strategy.
Communities and social performance
Received progress updates on the
Group’s CSP Strategy.
Received a report from the Chair of the
Australian Advisory Group, an advisory
forum on implications for our Australian
business from emerging developments, 
policies or initiatives.
Reviewed progress on development
of the Group’s 2024 Statement on
Modern Slavery.
Assurance, risk management
and global sustainability trends
Reviewed the emerging focus on nature
and biodiversity from regulators,
communities, investors and other
stakeholders.
Received a report from KPMG on their
sustainability external assurance program
for 2023.
Approved the external assurance plan for
the Group’s sustainability reporting, and
for the performance data supporting the
safety and ESG performance outcomes
under the
short-term incentive plan.
Received reports from GIA on their audits
relating to matters within the Committee’s
scope, including:
audits of controls associated with
mass transportation across the Group,
including for bus travel, ferries and
helicopters
an audit to assess adequacy of
controls at Bell Bay to address hot
metal transport risks
an audit of Rio Tinto Iron Ore’s
controls and processes for the
mitigation of dust emissions and the
management of health and community
impacts
Reviewed recommendations for the
Group’s 2025 sustainable development
internal assurance plan.
Governance and disclosure
Reviewed various sustainability
disclosure materials.
Reviewed an assessment of the Group’s
most material sustainability topics to be
reported on in the 2024 Annual Report.
Received an update on the global
governance and ESG reporting
landscape, and Rio Tinto’s proposed
approach to meet relevant evolving
requirements.
Other (including closure and security)
Received an update on the Group’s
closure strategy and work program.
Received regular updates on security
issues across the Group and key insights
on risk assessments and controls.
The chart below represents the allocation of
the Committee’s meeting time during 2024:
3865
l
Health and safety: 31%
l
Communities and social performance (including
cultural heritage and human rights): 25%
l
Environment, including tailings management, water,
and biodiversity: 20%
l
Assurance, risk management, global sustainability
trends: 13%
l
Other (including closure and remediation,
and security): 6%
l
Governance and disclosure: 5%
The Committee Chair reports to the Board
after each meeting and our minutes are
tabled before the Board. All Directors have
access to the Committee’s papers.
Sustainability disclosures
Book-red_1.gif
Our sustainability framework and
performance is described in detail on
pages 32-87.
Globe-red_1.gif
For more information and to access
our 2024 Sustainability Fact Book
see riotinto.com/sustainability
Globe-red_1.gif
Our 2023 Communities and Social
Performance Commitments Disclosure can
be found at riotinto.com/cspreport
Globe-red_1.gif
Our 2023 Modern Slavery Statement can
be found at riotinto.com/modernslavery
p119a.jpg
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Directors’ report
Remuneration report
Annual statement by the People & Remuneration Committee Chair
The Committee’s overarching purpose is to ensure the people, culture and
remuneration policies, frameworks and practices are aligned with the
Group’s strategy, objectives and values.
Dear shareholders,
On behalf of the Board, I am pleased to
present our 2024 Directors’
Remuneration report.
Nothing is more important than the health,
safety and wellbeing of our people. We
tragically lost 5 colleagues in 2024. In January,
4 colleagues and 2 employees of the
contractor’s airline crew died in a plane crash
en route to our Diavik mine. In October, an
employee of one of our contractors was
injured at the SimFer Port Project and
subsequently passed away.
We are also deeply concerned about a crew
member aboard a Rio Tinto bulk carrier who
was reported missing in December.
These events have all had a devastating
impact and learnings from these tragic
events will be used to inform ongoing
improvements to safety practices to prevent
such incidents in the future.
Operational performance and our balance
sheet remained robust in 2024, allowing
US$6.5 billion to be declared as dividends to
shareholders. This underpinned our ability to
reach an agreement in October for the
proposed acquisition of Arcadium Lithium in
an all-cash deal. Subject to completion, this
transaction will give us the platform to create
a world-class lithium business. We expect
the deal to close in March 2025.
Our operational performance in 2024 has
been facilitated by progress in deploying our
Safe Production System (SPS). SPS
deployment has commenced at 31 (81%) of
our sites and underlines our commitment to
become Best Operator with improved safety
and operational performance across our
global assets. During the year, we also
progressed against our other objectives -
striving for impeccable environment, social
and governance (ESG) credentials, excelling
in development and strengthening our social
licence.
Our commitment to decarbonise our
business, and to develop products
and services to help our customers
decarbonise, continues at pace. 2024 was a
record year for investment approvals towards
our 2030 target, underwritten by significant
progress in repowering our Gladstone
assets. We signed 2 power purchase
agreements for a combined 2.2GW of
renewable energy, catalysing the
development of new large-scale renewable
energy in Queensland. We also reached an
agreement with the Queensland Government
on a support package to assist Boyne
Smelters Limited (BSL) with the transition to
a competitive and repowered future. In June,
we announced the installation of carbon-free
aluminium smelting cells in Quebec to
support the ongoing development of the
ELYSIS™ technology, with the first
production of aluminium without direct
greenhouse gas emissions targeted by 2027.
We entered into a joint venture with Aymium
to manufacture renewable metallurgical
biocarbon product to help reduce carbon
emissions in large-scale industrial processes.
Across our existing portfolio, copper
production at Oyu Tolgoi continues to ramp
up, the first lithium production from Rincon in
Argentina was delivered in November 2024,
and progress at the world-class Simandou
iron ore project in Guinea continues at pace,
with first high-grade iron ore production
scheduled during 2025.
Remuneration Policy
Our 2024 Remuneration Policy (Policy)
received strong support with over 97% of
shareholders voting in favour. Throughout
this process, I was able to meet with many of
our shareholders and the key UK and
Australian advisory bodies to discuss and
shape our proposals. The open dialogue with
investors and advisory bodies was welcomed
and I would like to again thank those who
took part in this consultation.
One of the asks from investors was to
provide transparency on our progress
against the new decarbonisation scorecard
for our long-term incentive plan (LTIP). While
we are only 12 months into the first
3-year performance period, we have
provided an update on our progress against
each measure. We do not expect progress
against the scorecard to be linear, and some
volatility for one or more measures
throughout the performance period is likely,
but we will provide annual updates on
progress, noting that specifics may be
subject to confidentiality.
Overview of pay and
performance in 2024
The single total figure of remuneration for the
Chief Executive in 2024 is 57% lower than
the equivalent figure for 2023. This is
primarily driven by lower outcomes under the
LTIP.
Short-term incentive plan
For 2024, we made a change to the financial
measures, replacing underlying earnings
with underlying EBITDA but retaining STIP
free cash flow. These measures, assessed
on a flexed and unflexed basis, account for
half of the outcome against the STIP
scorecard. Outcomes against the other half
of the STIP scorecard are linked to a range
of strategic measures covering performance
around safety, carbon reduction, diversity
and inclusion, and progress on our objectives
to excel in development and strengthen our
licence to operate. An individual multiplier is
in place to be used sparingly in cases of
exceptional performance.
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STIP fatality deduction
During 2024 there were 2 tragic incidents in
which 5 colleagues lost their lives which were
the first work-related fatalities since 2018.
Accordingly, it was determined that the STIP
fatality deduction should be applied and this
resulted in a reduction equivalent to 10% of
the final STIP scorecard outcome for all STIP
eligible employees.
The Committee assessed Group
performance against the STIP scorecard and
determined an overall scorecard outcome of
49.5% of maximum, post fatality deduction.
STIP scorecard performance
2024 was a strong year for the Group in
terms of financial performance and progress
on implementation of the Group’s strategy.
For the financial component of the STIP
scorecard, we reported underlying EBITDA
of $23.3 billion and STIP free cash flow of
$11.6 billion. Despite challenges at a number
of our operations, these financial outcomes
were in line with plan, underpinned by
improved operational stability across most of
our operations.
Overall, our reported 2024 result for the
financial component of the STIP scorecard
was 46% of maximum.
The strategic component of the STIP
scorecard comprises 4 separate measures -
Impeccable ESG, People & Culture, Excel in
Development and Social Licence. The
outcome against our Impeccable ESG
measure, which includes safety, was above
target for the year. Progress on
decarbonisation and the approval of specific
abatement projects has continued over the
year, as we continue to shape our roadmap
to our 2030 ambition and beyond.
Our People & Culture measures reflect
scores from the second of our bi-annual 
employee engagement surveys, as well as
gender diversity aspirations. While both
dimensions showed improvement during
2024, the outcomes fell short of the targets
set by the Committee.
Overall performance against the Excel in
Development measure was above target for
the year, reflecting exciting progress in
exploration and studies, and continued
strong delivery across a number of projects
despite some challenging weather events
during the year.
The Social Licence measure assesses
changes in how we are perceived by the
general public using RepTrak, a third-party
survey provider, plus a qualitative review. In
2024 our global reputation score showed
improvement, resulting in an above
target outcome.
Under the STIP, an individual multiplier can
be used for selected participants each year
to reflect exceptional performance. The
Committee considered the individual
performance of each Executive Director
during 2024 and did not apply an individual
multiplier to the STIP outcomes.
Further details on the individual performance
and STIP outcomes for the Executive
Directors can be found on page 129-133.
Long-term incentive plan
The performance period for the 2020
Performance Share Award (PSA) concluded
in December 2024 and awards will vest on
20 February 2025. As well as reviewing the
formulaic outcome, the Committee also
considered the vesting outcome in the
context of underlying business performance
and the consequence management
framework and felt it reflected the
shareholder experience.
Rio Tinto delivered a strong Total
Shareholder Return (TSR) of 80% over the
performance period. While this was sufficient
to trigger vesting under the element
measuring performance relative to our
mining peers, the result was marginally
behind the performance of the MSCI World
Index (TSR: 81%), and subsequently this
element lapsed in full. The overall formulaic
vesting outcome for the 2020 PSA was
12.75% of maximum. The Committee
recognises that Rio Tinto has delivered
strong returns for shareholders over the past
5 years, and that the TSR performance of a
handful of very large technology companies,
especially in the last 12 months, had a
material impact on the performance of the
MSCI World Index. The Committee however
approved the formulaic outcome and no
discretion was exercised.
2025 remuneration decisions
As we explained to investors as part of
establishing our Policy, the main policy
changes focused on the structure of pay,
resulting in an increase in our LTIP award
levels to be more aligned with peers in the
market. We undertook extensive
benchmarking during 2024 to assess overall
competitiveness and pay positioning relative
to our peers and those we compete with for
talent. This review confirmed prior analysis
that salaries and target remuneration
remained below median market levels for
certain critical positions. Therefore, a
targeted salary adjustment has been
approved for the Chief Executive, to better
reflect the talent market and most importantly
ensure pay levels remain more aligned with
the size of the role.
Since his appointment in January 2021, the
Chief Executive has demonstrated
exceptional leadership. He has led significant
improvements in restoring trust with the local
communities in which we operate while
delivering shareholder returns of $38 billion
through dividends and buybacks. Under his
leadership, Rio Tinto has progressed several
critical projects to sustain, diversify and build
on the returns already delivered.
The Chief Executive’s current salary is
positioned at the lower end of FTSE 10 peer
companies. Considering his development as
an established FTSE 10 Chief Executive and
proven performance since his appointment,
we have reset his salary to £1,410,700. This
represents an increase which is at a
premium of 6.8% to the 3% general increase
applied to the UK workforce in 2025. The
Committee are mindful of the changes made
to the Policy last year and are keen to
maintain a measured approach to pay. It
should be noted that even after this
adjustment, the Chief Executive’s salary
remains below median against FTSE 10
peers. Further details on the increase for the
Chief Executive are provided on page 122.
As part of making this change we engaged
extensively with a number of our major
shareholders regarding the proposed
adjustments to salary. I want to thank those
investors whom I met and consulted with
during the year.
Executive changes
Alf Barrios, a member of the Executive
Committee since 2014, decided to retire and
stepped down from his role as Chief
Commercial Officer on 31 August 2024.
James Martin also decided to retire and
stepped down from his role as Chief People
Officer on 31 December 2024. On behalf of
the Board, I want to thank Alf and James for
their service to Rio Tinto and wish them
lengthy and enjoyable retirements.
Bold Baatar, previously Chief Executive,
Copper, succeeded Alf as Chief Commercial
Officer, with effect from 1 September 2024. We
welcomed Katie Jackson to the role of Chief
Executive, Copper on 1 September 2024. Both
Bold and Katie were appointed to their roles on
terms consistent with our Policy. Details of
their appointment terms are included on
page 138. Georgie Bezette was also
appointed to the role of Chief People Officer
and the Executive Committee on 1 January
2025.
p126.jpg
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People
During the year, we worked with the
Executive Committee to set the direction for
a workplace culture that aligns with our
purpose, reflects our values, and supports
the delivery of our strategy. To that end, we
continue to support a performance
management framework that places as much
emphasis on how results are delivered as it
does on what is achieved. This further builds
on our decision in 2023 to change the STIP
scorecard to apply consistently across
27,000 colleagues.
The Committee monitored culture
progression through visits to our sites and
offices, operational deep-dives and
management presentations. It considered
trends and findings from our bi-annual
employee engagement survey, succession
and talent plans for our most senior roles, as
well as our ability to attract and retain a
diverse workforce. The overall representation
of women in our business remains a key
aspect of our broader agenda on diversity
and inclusion, and will continue to be an area
of focus in 2025.
While the published findings of the Everyday
Respect Progress Review show people are
still experiencing behaviours and attitudes in
the company that are unacceptable and
harmful, the public release of the 2022
Everyday Respect Report was a critical
catalyst for culture change. We are more
committed than ever to continue to transform
our culture on what will be a multi-year
journey. This change started with the
implementation of recommendations outlined
in the 2022 Everyday Respect Report, with
longer-term actions, such as continued
investment in facilities, ongoing. We firmly
believe that our response to the 2022
Everyday Respect Report has established a
solid foundation for building a more diverse
workforce and inclusive culture. While there
remains much to be done, we are
encouraged by the progress and genuine
effort across Rio Tinto and recognise culture
change takes sustained effort.
Pay in the broader context
Our focus on pay equity is evident in our
gender pay metrics. We continue to focus on
fair and equal pay with a view to eradicating
any pay gaps. Further details on our equal
pay gap and gender pay gap, along with a
wider discussion on diversity and inclusion,
are provided in the ESG section of this report
on pages 78-80.
In 2024, we achieved accreditation from
the Fair Wage Network as a Living Wage
Employer, following a Group-wide
assessment of our employee remuneration.
The living wage review showed that Rio Tinto
employees, regardless of the work they
undertake or where in the world they perform
their work, are not paid less than what is
considered a living wage. This reinforces our
pay principles of fairness and equity, as well
as competitiveness.
As always, I welcome shareholder feedback
and comments on our 2024 Directors’
Remuneration report.
Yours sincerely,
Screenshot 2023-11-03 at 14.22.47.jpg
Sam Laidlaw
People & Remuneration Committee Chair
19 February 2025
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People & Remuneration Committee Chair Q&A
What is the rationale for increasing salaries this year?
Last year we communicated to shareholders that a significant gap
remains between our executive pay and the companies against which
we compete for the best talent. This poses significant risks to our
ability to retain our executives.
The Committee has a track record of taking a measured and
conservative approach to remuneration and being mindful of
shareholder expectations. Our conservatism usually means deferral
of any significant changes to make sure of our assessments, and to
allow us to engage with as many stakeholders as we can for feedback
prior to implementation. We have found this has contributed to the
high levels of trust we have built internally and externally that we will
do what is appropriate and make sure it is well executed.
Nevertheless, in recent years we have experienced unwanted
executive turnover. 
The Policy changes made at the 2024 AGMs were supported by more
than 97% of shareholders. These were structural changes that
applied to the entire executive team and were a first step to ensuring
that our framework remained competitive and fit for purpose while
providing further alignment to our ambitious decarbonisation goals.
The targeted salary increase we are making for the Chief Executive in
2025 addresses specific issues identified and flagged to many
stakeholders in prior consultations as also needing attention, but was
deferred until after the Policy review as part of a measured approach
to pay.
The Chief Executive’s salary no longer reflects the size and
complexity of the company or the talent market in which we operate.
His base salary and, consequently, target pay have fallen significantly
behind the market with gaps now too large to ignore. Nevertheless,
and consistent with our conservative approach, we have not sought to
match the market at similar-sized and globally complex FTSE 10
companies and our key mining peers, but rather to reduce the pay
gap to these market peers. For the avoidance of doubt, we have not
attempted to replicate materially higher US pay levels, instead we
have benchmarked to equivalent FTSE 10 and non-US global
resources companies. Therefore it is incumbent upon the Committee
to ensure the positioning of executive remuneration is appropriate for
both retention and attraction. Seeking to pay a competitive market
rate for all our employees, including executives, without exception, is
consistent with and maintains our pay philosophy.
CEO total remuneration at target (US$, excluding benefits)
2587
Rio Tinto – current
Rio Tinto – proposed
Have you reduced incentives to reflect the tragic fatalities
that occurred during the year?
Safety remains the top priority for Rio Tinto and the Board.
The Committee was deeply saddened by the tragic deaths of our
colleagues in a plane crash while travelling to the Diavik mine at the
start of the year; and by the loss of a contractor at our Guinea
operations in October. These incidents were classified as work-
related, representing the first work-related fatalities since 2018. In
accordance with our STIP rules, the Committee determined a fatality
deduction should apply to all STIP eligible employees and applied a
reduction equivalent to 10% of the STIP outcome. Given the specific
nature of the incidents, the Committee believes this is an appropriate
reduction to be applied across all STIP eligible participants.
How do the bonus outcomes reflect the Everyday Respect
Progress Review?
The public release of the 2022 Everyday Respect Report was a
catalyst for cultural change at Rio Tinto and marked a significant step
towards greater transparency. We have an ongoing commitment to
transparency, and in November 2024 published the Everyday
Respect Progress Review. The Board and our employees were
disappointed and, naturally, saddened to see that some colleagues
are still experiencing behaviours and attitudes that are unacceptable
and harmful. Changing a company’s culture to be ahead of the
societies in which our employees live is a challenge and change will
need our continued commitment and attention every day. The 2024
Everyday Respect Progress Review also showed, while not as much
as we hoped and worked very hard for, that change is being
achieved.
Under the STIP framework, we have People & Culture metrics which
seek to measure the progress we are making. The way in which we
measure our progress will evolve. In 2023, the People & Culture
targets were linked to gender diversity and completion rate of an
employee training program following the publication of the 2022
Everyday Respect Report. For 2024, we applied ambitious gender
diversity targets, and measured this alongside targets for scores
under our employee engagement survey which seek to capture how
our culture is changing. While both metrics showed progress during
the year, overall performance fell short of our ambitions and therefore
outcomes under the People & Culture component of the STIP
scorecard were below target, with payouts of 12.5% of maximum.
While similar metrics will apply in respect of 2025, we expect that the
objectives will further evolve in future years.
As part of the holistic assessment of our performance, the Committee
carefully considered the contents of the 2024 Everyday Respect
Progress Review and the actions that have been taken during the
year.  Ultimately, the Committee concluded that the outcomes
provided a fair assessment of performance. Rio Tinto remains more
committed than ever to transforming our culture, but it is recognised
that this will be a multi-year journey, and the Board firmly believes that
the response to the 2022 Everyday Respect Report has established a
solid foundation for building a more diverse workforce and inclusive
culture. This will continue to be an area of focus.
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Remuneration at a glance
Our Remuneration Policy applies to our Executive and Non-Executive Directors and to the Chair. In accordance with Australian law, it also sets out
the Remuneration Policy principles that apply to key management personnel (KMP) who are not directors. Our Remuneration Policy, as approved at
our 2024 annual general meetings (AGMs), can be found at riotinto.com/annualreport. When developing the Remuneration Policy, the Committee
considered the pay arrangements from the perspective of clarity, simplicity, risk, predictability, proportionality and alignment to culture. Further detail is
set out on pages 119-126 of the 2023 Annual Report. The Remuneration Policy applicable to our executives and its implementation in 2024 and 2025
is summarised below.
Fixed pay
Base salary
Base salaries are set to reflect broad alignment
with comparable roles in the global external
market and the executive’s qualifications,
responsibilities and experience.
Base salaries are reviewed annually by the
Committee. Any increase is normally aligned
with the wider workforce, with no cap on
individual salary increases to better align with
market practice and to provide sufficient flexibility
where appropriate.
Above average increases may be made in
specific circumstances, such as promotion,
increased responsibilities or market
competitiveness.
Pension or superannuation
Rio Tinto may choose to offer participation in a
pension plan, superannuation fund, or a cash
allowance in lieu.
The maximum annual benefit is set to reflect the
pension arrangements for the wider employee
population and is currently capped at 14% of
base salary.
Other benefits
Executives are eligible to receive benefits which
may include private healthcare cover, life and
accident insurances, professional advice, and
other minor benefits.
Secondment, relocation and localisation benefits
may also be made to and on behalf of
executives living outside their home country.
STIP
Measures and weightings for the scorecard are
selected by the Committee for each financial year.
At least 50% of the measures will relate to
financial performance, and a significant
component will relate to safety. Other strategic,
environmental, social and governance (ESG) and
individual business outcomes may be included.
EBITDA and free cash flow are used for the
financial measures, half of which are adjusted for
commodity prices.
For financial performance, threshold
performance results in a nil award (25% of
award pays out for threshold performance for
non-financial measures) and outstanding
performance results in maximum payout. The
payout for specific metrics may be varied to
reflect the stretch of the underlying target.
Maximum opportunity is capped at 200% of base
salary for each executive.
Normally, 50% of the STIP is delivered in cash and
the balance is delivered in shares that are deferred
for 3 years as a Bonus Deferral Award (BDA).
Dividends (or equivalents) may accrue in respect
of any BDA that vest.
The Committee retains the right to exercise
discretion to ensure that the level of award
payable is appropriate.
Malus, clawback and suspension provisions
apply to the STIP and BDA.
LTIP
80% of the award is subject to performance
measured against Total Shareholder Return (TSR)
relative to the constituents of the S&P Global Mining
Index and the MSCI World Index, and 20% is
assessed against a decarbonisation scorecard (for
Performance Share Award (PSA) grants made from
2024).
The Committee will set performance conditions
aligned with the Group’s long-term strategic
objectives for each PSA grant. Relative TSR has
been chosen as the predominant measure of
long-term performance. The Committee retains
the discretion to adjust the performance
measures and weightings as appropriate.
Awards have a maximum face value of 500% of
base salary (of which one-fifth of 2024 and 2025
awards is linked to a tangible decarbonisation
scorecard). Threshold vesting is 22.5% of face
value. Target is 50% of face value.
Dividends (or equivalents) may accrue in respect
of any PSA that vest.
The Committee retains the right to exercise
discretion and seeks to ensure that outcomes
are fair and reflective of the overall performance
of the company during the performance period.
Performance period of 3 years, followed by a
holding period of 2 years (for PSA grants made
from 2024).
Malus, clawback and suspension provisions
apply to LTIP awards (noting clawback
provisions comply with SEC requirements).
Shareholding requirements
Over a 5-year period, executives should reach a
share ownership in Rio Tinto shares (expressed
as a fixed number of shares and subject to review
every 2 years). The shareholding requirement for
2024 and 2025 is:
Chief Executive: 120,000 Rio Tinto plc shares
Chief Financial Officer: 60,000 Rio Tinto plc
shares
Other executives (requirement varies by
individual): 46,000-54,000 Rio Tinto plc shares or
40,000-46,000 Rio Tinto Limited shares
Longer periods may be accepted for
new appointments.
Executive Directors are required to retain a
holding for 2 years after leaving the Group, in
line with the shareholding requirements.
Recruitment policy
No form of “golden hello” will be provided upon
recruitment. In the case of internal appointments,
existing commitments will be honoured.
Our approach concerning “buy-outs” is to
determine a reasonable level of award, on a like-
for-like basis, consisting primarily of share-based
awards, but also potentially cash, taking into
consideration the quantum of forfeited awards,
their performance conditions and vesting
schedules.
Other elements of remuneration are to be
consistent with the Policy applicable to
other executives.
Termination policy
An Executive Director’s notice period is normally
12 months, during which they will receive their
base salary and other benefits.
Ineligible leavers forfeit their unvested LTIP and
STIP entitlements.
An eligible leaver may receive the following:
A discretionary STIP award on a pro-rata
basis, payable on the normal STIP payment
date in cash.
Any unvested BDA from prior year awards will
normally vest on the scheduled vesting date.
Unvested LTIPs will normally be retained and
vest on the scheduled vesting date, subject to
performance conditions where applicable.
PSA and Management Share Awards (MSA),
where applicable, will be reduced if the executive
leaves within 36 months of grant.
STIP and LTIP awards are subject to malus,
clawback and suspension following termination.
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Consequence management framework
Under both the malus and clawback provisions,
where the Committee determines that an
exceptional circumstance has occurred, it may,
at its discretion, reduce the number of shares to
be received on vesting of an award, or, for a
period of 2 years after the vesting, the end of
any holding period or payment of a share or
cash award, the Committee can claw back value
from a participant.
The Committee will apply the consequence
management framework, and the circumstances
under which the Committee exercises such
discretion may include, inter alia:
fraud, misconduct or an exceptional event
which has had, or may have, a material effect
on the value, or reputation, or social licence of
any member of the Group
an error in the Group’s financial
statements which requires a material
downward restatement
personal performance and leadership
behaviour of a participant, of their product
group, or of the Group, which does not justify
vesting; 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 or demeanour reasonably
expected of a person in their position
misstatement or misrepresentation
of performance
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, leadership behaviour or
demeanour reasonably expected of it
where the Committee determines that there
has been material damage to the Group’s
social licence to operate
a catastrophic safety or environmental event.
Under the suspension provisions, the Committee
may suspend the vesting of an award for up to 5
years until the outcome of any internal or external
investigation is concluded, and may then reduce
or lapse the participant’s award based on the
outcome of that investigation. Where suspension
applies, the 24-month clawback period will not
extend beyond the period commencing from the
original vesting date, or the end of any holding
period.
Remuneration delivered under the Policy is
subject to SEC-compliant clawback policies for
up to 3 financial years requiring the clawback of
erroneously awarded incentives as a result of
material misstatements.
Discretion
The Committee reserves the right to review
all remuneration outcomes arising from
mechanistic application of performance
conditions, and to exercise discretion to
make adjustments where such outcomes
do not properly reflect underlying performance
or the experience of shareholders or
other stakeholders.
The Committee may at its discretion adjust, or
change performance measures, or both, if
events occur which cause the Committee to
determine that the measures are no longer
appropriate or in the best interests of
shareholders or other stakeholders, and that
amendment is required so that the measures, as
far as possible, achieve their original purpose.
Such discretion will be exercised judiciously and
clearly disclosed and explained in the
Implementation report.
When remuneration is delivered
The following chart provides a timeline of when remuneration is delivered, using 2024 as an example.
Year 1
2024
Year 2
2025
Year 3
2026
Year 4
2027
Year 5
2028
Year 6
2029
Base salary
Salary
Benefits
Benefits, pension, etc
STIP
2024
performance year
50%
cash
50% deferred shares (BDA)
LTIP (PSA)
3-year
performance period
2-year holding period
(released February 2029)
Performance
period starts
March/May
PSA grant
March
STIP cash +
BDA grant
December
Performance
period ends
December
BDA vest
February
PSA released
How are performance metrics for incentives aligned with our strategy?
Approximately 27,000 employees who
participate in the STIP have one Group
scorecard. The metrics in the STIP design
were chosen to drive the implementation of
our strategy and are based around our areas
of focus: our 4 objectives together with the
delivery of strong financial performance and
accelerating our culture change.
The PSA is targeted at our most senior
leaders, with consistent metrics applied for
all participants. The award is intended to
capture how we create sustainable value for
our shareholders over the longer term. LTIP
awards are based on relative TSR
performance both against sector peers
and the wider market, plus a scorecard
linked to the Group’s long-term
decarbonisation ambitions.
Incentive
Reflection in scorecard
Strategic priorities
People & Culture
l
STIP
Focuses on how we do things as well as what we achieve, as a critical
lever of accelerating our culture change and building an inclusive
workplace environment.
Excel in
Development
l
STIP
Measures progress in relation to exploration, studies and project execution.
Impeccable ESG
l
l
STIP
LTIP
Safety in all its aspects remains a key priority, alongside progressing the work on
our decarbonisation pathways towards achieving our 2030 ambition.
The decarbonisation scorecard in the LTIP is structured around our multi-
year and ambitious decarbonisation strategy, with a focus on a
combination of offensive and defensive metrics to incentivise long-term
competitive advantage.
Social Licence
l
STIP
Measures our progress in building trust and meaningful relationships with our
community of stakeholders.
Best Operator –
Flexed Financials
l
STIP
Focuses on achievement of financial plan commitments.
Shareholder experience
Unflexed
Financials
l
STIP
Aligned to market conditions for our commodities.
Total Shareholder
Return
l
LTIP
Measures share price and shareholder return performance relative to
sector peers and wider market.
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2024 remuneration outcomes
Executive Director remuneration (£’000)
The charts below set out the actual and maximum executive remuneration, as calculated under the UK regulations. As explained on page 127, there
are differences in both the reporting of remuneration and the methodology for measuring remuneration under the Australian regulations.
Chief Executive
Jakob Stausholm
2024 Actual remuneration (percentage of maximum)
100%
49.5%
    12.75%
432
2024 Threshold remuneration (percentage of maximum)
100%
25%
22.5%
488
2024 Maximum remuneration
100%
100%
100%
518
l
Fixed
l
STIP
l
LTIP
Chief Financial Officer
Peter Cunningham
2024 Actual remuneration (percentage of maximum)
100%
49.5%
    12.75%
614
£66
2024 Threshold remuneration (percentage of maximum)
100%
25%
22.5%
670
£116
2024 Maximum remuneration
100%
100%
100%
700
2024 short-term incentive plan
735
Group financial scorecard
l
Weighting
50%
l
Weighted performance
23.1%
Group strategic scorecard
l
Weighting
50%
l
Weighted performance
31.9%
45
Financial scorecard performance
In 2024, the Group financial STIP outcome was below target at 46%
of maximum.
Underlying EBITDA target range (threshold to outstanding) – US$bn
Unflexed
Target: 23.3
Actual: 23.3
30.2
916
Flexed
Target: 24.4
31.7
920
STIP free cash flow target range (threshold to outstanding) – US$bn
Unflexed
Target: 11.4
Actual: 11.6
14.8
992
Flexed
Target: 12.4
16.1
996
Strategic scorecard performance
In 2024, the Group strategic scorecard outcome was above target at
64% of maximum.
1113
Impeccable ESG (20%)
62%
1115
Excel in Development (10%)
100%
1117
People & Culture (10%)
12.5%
1119
Social Licence (10%)
82.5%
The STIP outcome post fatality deduction was 49.5% of maximum.
2020–2024 long-term incentive plan
1220
TSR relative to EMIX/S&P Global Mining Index
l
Weighting
50%
l
Weighted performance
12.75%
TSR relative to MSCI World Index
l
Weighting
50%
l
Weighted performance
0%
266
LTIP
We outperformed the EMIX/S&P Global Mining Index by 0.2% per
annum, resulting in 25.5% vesting of this component, but our TSR
was slightly below the MSCI World Index by 0.2% per annum
resulting in nil vesting of this component. Overall vesting for the 2020
PSA was 12.75%.
Share ownership requirements
Jakob Stausholm
Appointed January 2021 (Rio Tinto plc shares)
1594
2023 shareholding
107,115
2024 shareholding
193,740
1596
1598
2024 requirement
120,000
Peter Cunningham
Appointed June 2021 (Rio Tinto plc shares)
1662
2023 shareholding
68,568
1664
2024 shareholding
81,601
1666
2024 requirement
60,000
page-138.jpg
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Remuneration principles
How is the Remuneration Policy applied to the wider employee population?
The remuneration framework that applies to the wider employee population is inspired by, and consistent with,
the Remuneration Policy that applies to executives. This allows the reward offering to employees to be competitive
and strongly linked to performance, while staying aligned with the company culture.
Competitive
reward
Reward
performance
Recognise
potential
Fairness
Focus on
wellbeing
Retain
talent
consistency.jpg
Consistency
We take a consistent approach in how we implement our Policy to enable transparency and fairness.
Our STIP design uses one scorecard for around 27,000 employees, including executives. This consistent approach
supports the delivery of our strategy, and a mindset shift in how we win collectively.
fairness.jpg
Fairness
We are committed to providing equitable pay for equivalent roles and contribution. We review and monitor pay
equity through different lenses:
In-depth pay equity analysis as part of the remuneration review process. Through this, we manage pay equity
from multiple perspectives, including gender.
We annually review employee remuneration against living wage benchmarks, and achieved accreditation as a
Living Wage Employer from the Fair Wage Network in 2024.
Minimum global standards, which we implement across all countries to ensure the foundations of our reward
offerings, meet levels determined by the Group irrespective of local market practices. Examples include global
standards for parental leave and life assurance.
ownership.jpg
Ownership
We promote material participation in our all-employee share plan (myShare) to create stewardship and provide
employees with access to building longer-term financial security.
As at 31 December 2024, approximately 36,000 (2023: 34,000) of our employees across more than 30 countries
are shareholders in the company.
Employees invest approximately $26 million (2023: $24 million) in Rio Tinto shares every quarter through the
myShare plan.
Employees eligible for LTIP awards receive these as either MSA, vesting over 3 years and not subject to
performance conditions, or PSA which are performance-tested over 3 years.
recognition.jpg
Recognition
Launched in February 2024, RockStars is our global recognition and service milestones program, reaching over
58,000 colleagues.
The program is supported by an easy-to-use platform, accessible across countries, offering a simple and
standardised framework for recognition at all levels.
Recognition moments are aligned with our company values, promoting the behaviours we want to see at Rio Tinto.
The program is complemented by our annual RockStars of the Year Awards, where noteworthy employee efforts
are celebrated.
wellbeing.jpg
Wellbeing
We provide industry- and market-leading benefits programs that focus on holistic and integrated support for
physical, mental and financial wellbeing.
The benefits we offer can be tailored to suit different needs and life stages, including: employee assistance;
minimum standards for life, accident and disability insurances; medical plans and virtual care, health screening and
prevention; and subsidised health and wellbeing services.
Numbers
at a glance
36,000
Employee shareholders
(2023: 34,000)
<1.5%
Equal pay gap in favour of men
(2023: <1%)
27,000
STIP participants
(2023: 26,000)
195,000
Recognition and service milestone
moments
(2023: n/a)
2,200
LTIP participants
(2023: 2,000)
p132.jpg
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Implementation report
This Implementation report is presented to shareholders for approval at our AGMs.
It outlines how our Policy was implemented in 2024, and the intended operation in 2025.
About our reporting
As our shares are listed on both the
Australian Securities Exchange and London
Stock Exchange, the information provided
within our Remuneration report must comply
with the reporting requirements of both
countries.
Our regulatory responsibilities impact the
volume of information we provide, as well
as the complexity. In Australia, we need to
report on a wider group of executives,
as described in the following paragraph.
In addition, as set out in the summary table
below, the 2 reporting regimes follow
different methodologies for calculating
remuneration.
In the UK, disclosure is required for the Board,
including the Executive Directors.
The Australian legislation requires disclosures
in respect of KMP, being those persons having
authority and responsibility for planning,
directing and controlling the activities of the
Group. In 2024, our KMP comprise the Board,
all product group Chief Executives and the
Chief Commercial Officer.
Executive KMP are listed on pages 136 and
137, with details of the positions held during
the year and dates of appointment to
those roles.
The single total figure of remuneration table
on page 129 shows remuneration for our
Executive Directors, gross of tax and in the
relevant currency of award or payment.
In table 1a on page 141, we report
information regarding executives in
accordance with Australian statutory
disclosure requirements. The information is
shown gross of tax and in US dollars.
The remuneration details in table 1a include
accounting values relating to various parts of
the remuneration package, most notably
LTIP awards, and require a different
methodology for calculating the pension
value. The figures in the single total figure
of remuneration table are therefore not
directly comparable with those in table 1a.
Where applicable, amounts have been
converted using the relevant average
exchange rates included in the notes to
table 1a.
In table 1b on page 142, we report the
remuneration of the Chair and the
Non-Executive Directors.
Shareholder voting
As required under UK legislation, the
new Policy was subject to a binding vote and
approved at our 2024 AGMs. The
Implementation report, together with
the annual statement by the People &
Remuneration Committee Chair, is subject to
an advisory vote each year as required by
UK legislation. Under Australian legislation,
the Remuneration report as a whole is
subject to an advisory vote. All remuneration-
related resolutions will be voted on at the
AGMs as Joint Decision Matters by Rio Tinto
plc and Rio Tinto Limited shareholders.
The differing approaches explained
As well as the difference in methodology
for measuring remuneration, there are key
differences in how remuneration is reported
in the UK and Australia.
UK
Australia
Fixed
Base salary
Short-term
Base salary
Benefits
STIP – cash element
Pension
The value of the pension contribution
and payment in lieu of pension paid
during the year
Cash benefits
Non-monetary benefits
Variable
STIP – cash element
Long-term
STIP – deferred share element
Based on the amortised IFRS fair value
of deferred shares at the time of grant
STIP – deferred share element
LTIP 
Valued at point of vesting
LTIP
Based on the amortised IFRS fair value
of the award at time of grant
Pension and superannuation
Accounting basis
Total remuneration
IR-Plus-sign-01a.gif
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UK
For reporting purposes, remuneration is
divided into fixed and variable elements.
We report remuneration in the currency it is
paid. For example, where a UK executive
is paid in pounds sterling, remuneration is
reported in pounds sterling.
Australia
For reporting purposes, remuneration is
divided into short- and long-term
elements.
All remuneration is reported in US dollars,
so using the previous example, the UK
executives’ remuneration would be
converted to US dollars using the
average exchange rate for the financial
year (except STIP, which is converted at
the year-end exchange rate).
The table below summarises the elements of
each component of remuneration, as well as
the significant differences in the approaches
to measurement.
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People & Remuneration
Committee
Responsibilities
The Committee’s responsibilities are
set out in our Terms of Reference, which
is reviewed annually, and published at
riotinto.com/corporategovernance.
Our responsibilities include:
People
reviewing strategic workforce planning,
including talent, succession and
development planning within the Group
developing leaders’ skills
overseeing and implementing the Board’s
workforce engagement plan and
implementation.
Culture
progressing implementation of the 2022
Everyday Respect Report recommendations
and the monitoring of broader cultural change
developing strategies, initiatives and
performance measures around
organisational culture and desired
behaviours
assessing the effectiveness of diversity
and inclusion policies.
Remuneration
determining the Group’s remuneration
strategy, policy and framework
determining the remuneration of the
Chair, Executive Directors and other
members of the Executive Committee
determining the mix and operation of the
Group’s STIP and LTIP, ensuring
alignment with the company’s strategic
objectives
overseeing the operation of the Group’s
STIP and LTIP for executives, including
approving awards, setting performance
criteria, and determining any vesting, and,
where necessary, applying the
consequence management framework to
current and prior awards
determining contractual notice periods
and termination commitments, and setting
retention and termination arrangements
for executives
overseeing awards under the Group’s
all-employee share plans
the annual Remuneration report,
shareholder engagement on the
Remuneration Policy including its
implementation, and other related matters
including gender pay
reviewing workforce remuneration and
related policies, and the alignment of
incentives and rewards with culture.
Taking these into account when setting
the Policy for Executive Director
remuneration
engaging independent external
remuneration advisers.
We consider the level of pay and conditions
for all employees across the Group when
determining executive remuneration.
Committee membership
The members of the Committee during the
year and to the date of this report were:
Sam Laidlaw
(Committee Chair)
Dominic Barton
Dean Dalla Valle
Simon McKeon
(to 2 May 2024)
Susan Lloyd-Hurwitz
Jennifer Nason
Ngaire Woods
(to 31 May 2024)
Ben Wyatt
(from 1 June 2024)
How we work
The Group Company Secretary (or their
delegate) attends meetings as secretary to
the Committee. The Chief Executive, Chief
People Officer, Head of Reward and Head of
Talent attend appropriate parts of the
meetings at the invitation of the Committee
Chair. No individual is in attendance during
discussions about their own remuneration.
Independent advisers
The Committee has a protocol for engaging
and working with remuneration consultants
to ensure that “remuneration
recommendations” (being advice relating to
the elements of remuneration for KMP, as
defined under the Australian Corporations
Act 2001) are made free from undue
influence by KMP to whom they may relate.
We monitored compliance with these
requirements throughout 2024. Deloitte, the
appointed advisers to the Committee, gave
declarations to the effect that any
remuneration recommendations were made
free from undue influence by KMP to whom
they related. The Board has received
assurance from the Committee and is
satisfied that this was the case.
Deloitte are members of the Remuneration
Consultants’ Group, and voluntarily operate
under its Code of Conduct (the Code) in
relation to executive remuneration consulting
in the UK. The Code is based upon principles
of transparency, integrity, objectivity,
competence, due care and confidentiality.
Deloitte has confirmed that they adhered to
the Code throughout 2024 for all
remuneration services provided to Rio Tinto.
The Code is available online at
remunerationconsultantsgroup.com.
The Committee is satisfied that the Deloitte
team is independent. During 2024, Deloitte’s
services also included attending Committee
meetings, providing support on the 2024
Remuneration Policy and giving advice in
relation to management proposals and
shareholder consultations.
Deloitte was paid $490,922 (2023: $504,507)
for these services. Fees were charged on the
basis of time and expenses incurred.
We received other services and publications
relating to remuneration data from a range of
sources. During the year, Deloitte also
provided internal audit, tax compliance and
other non-audit advisory services. These
services were provided under separate
engagement terms and the Committee is
satisfied that there were no conflicts
of interest.
How the Committee spent its time
in 2024
During 2024, the Committee met 5 times.
We fulfilled our responsibilities as set out in
our terms of reference, including the
expanded scope on the broader
People agenda.
Our work in 2024 included:
reviewing culture maturity metrics
reviewing people development and
talent management
determining any base salary adjustments
and LTIP grants for executives
reviewing performance against the 2023
STIP and 2019 PSA targets, including
assessing applicable adjustments
determining the targets for the 2024 STIP
reviewing performance of the accountable
executives for Global Industry Standard
on Tailings Management (GISTM)
implementation
consulting with shareholders and proxy
advisers on our new Policy proposals and
a base salary review for the Executive
Committee
finalising terms for the retirement of Alf
Barrios, Chief Commercial Officer and
James Martin, Chief People Officer
setting terms of appointment of Katie
Jackson, Chief Executive, Copper, Bold
Baatar, Chief Commercial Officer and
Georgie Bezette, Chief People Officer
reviewing executives’ progress towards
the Group’s share ownership
requirements
reviewing the strategy and annual reports
on the Group’s global benefit plans.
Performance review process
for executives
We conduct annual performance reviews for
all executives. Our key objectives for the
performance review process are to:
improve organisational effectiveness by
creating alignment between the
executive’s objectives, Rio Tinto’s
strategy, the individual’s leadership
behaviours and the company’s values
provide a consistent, transparent and
balanced approach to measure, recognise
and reward executive performance.
The Chief Executive conducts the review for
members of the Executive Committee and
recommends the performance outcomes to
the Committee. The Chief Executive’s
performance is assessed by the Chair of the
Board and is discussed and considered with
the Committee and the Board. Performance
reviews for all executives took place in 2024
and early 2025.
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Executive Directors
Single total figure of remuneration (£’000)
Incentive -
STIP payment
Value of LTIP awards
vesting1
Executive Director
Year
Base
salary
Benefits
Pension
Total
fixed
Cash
Deferred
shares
Face
value
Share price
appreciation
Total
variable
Single
total figure
Jakob Stausholm (Chief Executive)
2024
1,277
168
179
1,624
636
636
452
216
1,940
3,564
Jakob Stausholm (Chief Executive)
2023
1,227
110
172
1,509
692
692
4,425
993
6,802
8,311
Peter Cunningham (Chief Financial Officer)
2024
756
44
106
906
376
377
45
21
819
1,725
Peter Cunningham (Chief Financial Officer)
2023
726
43
102
871
409
410
361
81
1,261
2,132
1.Dividend equivalent shares are applied on the vesting of the LTIP awards and, for the purposes of this table, are valued at the grant price for the LTIP awards and included in the face-value
figure. The impact of share price change for LTIP awards vesting is included under the heading “share price appreciation”. The value of the LTIP awards reported in 2023 has been restated
to reflect the actual vested value.
The LTIP face value for 2024 is based on the number of PSA shares due to vest for the performance period ending 31 December 2024
(including dividend equivalents accrued throughout the vesting period), valued at the share price on the grant date. Any impact of share price
movement over the vesting period is shown under the share price appreciation column. The decrease in values for LTIP award vesting for the
Executive Directors reflects the lower vesting outcomes for the 2020 PSA relative to the 2019 PSA.
The 2024 face value and the share price appreciation figures shown above are estimates of both the number of shares that will ultimately vest and the
share price on vesting. Once actual values are known these estimates will be restated in the following year. Refer to page 134 for further detail.
Fixed remuneration
Base salary
In 2024, a comprehensive review of base salaries was undertaken for the Executive Committee to ensure they remain competitive in the market.
The Chief Executive’s March 2025 salary increase is at a premium of 6.8% to the 3% general increase awarded to UK employees. Further detail
is set out in the Annual statement by the People & Remuneration Committee Chair. The Chief Financial Officer’s base salary increase is in line
with that awarded to the wider UK employee population in 2025 of 3%. Base salaries are reviewed with a 1 March effective date. 
Executive Director
Annual base salary 1 March
2024 £'000
Annual base salary 1 March
2025 £'000
% change
Jakob Stausholm
1,285
1,411
9.8%
Peter Cunningham
761
784
3.0%
Benefits (2024)
Include healthcare, allowance for professional tax compliance services, occasional spouse travel in support of the business which is deemed to
be taxable to the individual, and non-performance based awards under the all-employee share plans.
Pension (2024)
Pension benefits can either be paid as contributions to Rio Tinto’s company pension fund, as a cash allowance, or both.
Executive Director
Pension contributions paid to
the Rio Tinto pension fund £'000
Cash in lieu of pension
contributions paid £'000
Total £'000
Pension provision
(% of base salary)
Jakob Stausholm
10
169
179
14%
Peter Cunningham
10
96
106
14%
Short-term incentive plan (2024)
2024 outcome
For an executive’s STIP outcome, the weighted STIP financial and strategic scorecard results are added to determine the total result.
The resulting STIP is delivered equally in cash and deferred shares.
Executive Director
Weighted result (out of 100%)
Fatality
deduction
(%)
STIP (% of
base
salary)
Base
salary
£’000
STIP
outcome
£’000
Delivered in:
Percentage of:
Financial
(50%)1
Strategic
(50%)2
Group
scorecard
result (%)
Cash £’000
Deferred
shares
£’000
Max
awarded
Max
forfeited
Target
awarded
Jakob Stausholm
23.1%
31.9%
55%
(10)%
99%
1,285
1,272
636
636
43824.5%
49.5%
50.5%
99%
Peter Cunningham
23.1%
31.9%
55%
(10)%
99%
761
753
376
377
25950.9%
49.5%
50.5%
99%
1.The financial scorecard includes flexed financials (underlying EBITDA and free cash flow), focusing on the achievement of financial plan commitments and unflexed financials (underlying
EBITDA and free cash flow) aligned to market conditions for our commodities.
2.The strategic scorecard includes Excel in Development (exploration progression, studies progression and project execution metrics), Impeccable ESG (safety and decarbonisation metrics),
People & Culture (gender diversity and culture change progress metrics) and Social Licence (reputation metric).
Maximum STIP award is capped at 200% of base salary. Target performance represents 50% of maximum and outstanding performance
represents 100% of maximum.
Half of the STIP award will be paid in cash in March 2025, and the remainder will be delivered in deferred shares as a BDA, vesting in December 2027. On
cessation of employment, any unvested deferred shares will lapse unless the Committee decides the executive is an eligible leaver.
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2024 short-term incentive plan measures
STIP Component
Commentary
Financial
(Weighting: 50%)
For 2024, the financial measures were underlying EBITDA and STIP free cash flow. The first, underlying EBITDA, gives insight to cost
management, production and performance efficiency. This is further described on page 168. A reconciliation of Profit after Tax for the year to
underlying EBITDA is provided on page 168.
STIP free cash flow demonstrates how we convert underlying earnings to cash and provides further insight into how we are managing costs,
efficiency and productivity. STIP free cash flow comprises free cash flow (as reported on page 272), adjusted to exclude dividends paid to
holders of non-controlling interests in subsidiaries (of $0.5 billion) and development capital expenditure (of $5.3 billion, including development
capital expenditure associated with decarbonisation). This adjusted metric excludes the impact of those components of free cash flow that are
not directly related to performance in the year and therefore better represents underlying business performance.
Strategic
(Weighting: 50%)
Impeccable ESG (20%) aims to promote safety in all its aspects and progress decarbonisation efforts as we work towards achieving our
ambition to reduce Scope 1 and 2 emissions by 2030.
Safety measures a combination of our safety maturity model (SMM) and all-injury frequency rate (AIFR). The safety outcome is underpinned
by an assessment of conformance with the GISTM for “high” and “very high” classification tailings facilities.
Decarbonisation measures progress of carbon abatement projects against incremental stages of development.
Excel in Development (10%) aims to incentivise a growth mindset by focusing on exploring new opportunities, prospecting new sites,
technology, and innovation. It measures performance in exploration, studies and project execution.
Exploration progress focuses on the opportunities coming out of the exploration pipeline and moving into formal studies.
Studies progression assesses the number of studies approved to progress to project execution phase.
Project execution measures our execution progress in creating growth opportunities and closure projects across the Rio Tinto portfolio.
People & Culture (10%) aims to improve diversity, create an inclusive work environment in which people can thrive, accelerate our culture
change and reinforce our values. It encompasses gender diversity and culture progress metrics. Gender diversity measures the year-on-year
increase in representation of women in our organisation. Culture progress reflects the change in organisational culture as indicated by our
employee engagement survey.
Social Licence (10%) is included as an indicator of our ability to build trust and acceptance with our external community of stakeholders. The
general public perception in key countries is reflected by a reputation score measured via a third-party survey provider, RepTrak.
Calculation of 2024 short-term incentive plan award
The following table summarises the calculation of the 2024 STIP award against the Group scorecard for the Executive Directors.
Group scorecard outcome
Weighting
(out of 100%)
2024 performance1
Outcome
Result
(% of
maximum)
Weighted result
(out of 100%)
Threshold
Target
Maximum
Underlying
EBITDA
Unflexed
12.5%
$16.3 billion
$23.3 billion
$30.2 billion
23.3 billion
50%
6.3%
Flexed
12.5%
$17.1 billion
$24.4 billion
$31.7 billion
43%
5.3%
STIP free
cash flow
Unflexed
12.5%
$8.0 billion
$11.4 billion
$14.8 billion
11.6 billion
53%
6.6%
Flexed
12.5%
$8.7 billion
$12.4 billion
$16.1 billion
39%
4.9%
Total Financial
50%
46.3%
23.1%
Impeccable ESG
AIFR2
3.3%
0.44
0.38
0.3
0.37
56%
1.9%
SMM3
6.7%
5
5.5
6.5
5.4
45%
3.0%
Decarbonisation4
10%
5Mt CO2e
7Mt CO2e
9Mt CO2e
8.3Mt CO2e
75%
7.5%
Excel in
Development
Exploration
progression5
2.5%
1
2
3
3.75
100%
2.5%
Studies progression
2.5%
2 studies
3 studies
4 studies
4 studies
100%
2.5%
Project execution
5%
25%
50%
75%
75%
100%
5.0%
People & Culture
Gender diversity
5%
25.3%
25.8%
26.3%
25.2%
0%
0%
Culture progress
5%
70
71
72
70
25%
1.3%
Social Licence
Reputation
10%
55.8 or below
57.8 to 59.8
61.8 or above
60.9 + strong
improvement
in key areas6
82.5%
8.3%
plus qualitative Social Licence review6
Total Strategic
50%
63.8%
31.9%
Total Group
100%
55%
Fatality deduction
10% reduction to STIP outcome
Adjusted Group scorecard outcome
49.5%
1.No payout below threshold. Threshold payout is nil for financial measures and Social Licence and 25% of maximum for the other strategic measures. Payout for achieving target
corresponds to 50% of maximum, going up in a straight line to outstanding, which represents 100% of maximum.
2.AIFR assesses the number of injuries per 200,000 hours worked by employees and contractors at managed operations. It includes medical treatment cases, restricted workday and lost-day
injuries.
3.The Group STIP SMM result is the average of the SMM scores achieved by the individual assets included in the safety maturity program.
4.For Decarbonisation, the progress of carbon abatement projects against incremental stages of development is calculated as the expected 2030 carbon reduction, measured in tonnes of
CO2e, contributed by each abatement project that passes a stage-gate during the calendar year. The scope is restricted to direct abatement initiatives under the global “6+1” decarbonisation
program, including approved renewable energy, abatement and energy efficiency projects. Nature-based solution (NbS) offset projects are not in scope. The outcome for 2024 partially
includes abatement projects relating to deprioritised assets and projects where the abatement timeframe may extend into 2031, therefore the Committee has capped the resulting outcome
at 75% of maximum.
5.Three Conceptual Study (CS) projects were completed in 2024 and each is assigned a value of 1 point. One project advanced to CS and is assigned a value of 0.5 points. Also, one project
progressed from Target Testing to Project of Merit and is assigned a value of 0.25 points, resulting in a weighted outcome of 3.75.
6.Qualitative review comprising of community insights from Local Voices and Social Licence self-assessments both showing strong results in 2024 (see commentary on page 131).
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STIP Group scorecard commentary
Commentary on financial measures
Unflexed performance for our financial performance measure of
51.6% was slightly above target. Whilst this included an uplift
from higher copper and aluminium prices, the benefit of higher
prices compared to plan was modest compared to previous
years, and the financial outcome was underpinned by improved
operational stability across most of our operations.
Flexed performance to remove the impact of commodity prices
and foreign exchange rates gives us an indication of underlying
business performance. Our flexed performance reflects the
shortfall in planned production volumes and resulting shipments
at a number of our sites. This included lower mined copper
volumes from Kennecott due to geotechnical instabilities in the pit
wall, higher than average rainfall in the Pilbara, and operational
challenges encountered at IOC.
However, underlying performance across the majority of the Group
was solid and increasingly predictable as the benefits of the Safe
Production System continued to unlock value in our assets. Production
was notably strong in Aluminium, with annual record production at
Amrun and Gove, resulting in bauxite production 8% higher than plan.
Based on these factors, the flexed component is modestly below target
for EBITDA (at 42.6%) and STIP free cash flow (at 39.2%).
In line with our standard STIP principles, STIP free cash flow was
adjusted by $259 million to effectively remove the unplanned cash flow
impact of a one-off investment that reduces our exposure to closure
obligations over the longer term.
Outcome:
Below target
(at 46.3% of
maximum)
 
Commentary on strategic measures
Impeccable ESG
Safety is our number one priority, and we are saddened to have
tragically lost 5 colleagues in 2024. In 2024, we maintained our
AIFR performance of 0.37, exceeding the annual target of 0.38.
As part of our continual improvement, we have also seen an uplift
of 0.4 in our SMM assessments score, against a target
improvement of 0.5, resulting in a SMM global score of 5.4.
We have also exceeded the target for our GISTM implementation
plans for all classifications of tailings facilities in 2024. We have
had no incidents with off-lease tailings releases at any of our
facilities.
Decarbonisation measures the progress of carbon abatement
projects against incremental stages of development. Climate change
and the low-carbon transition is at the heart of our strategy. We have
set ambitious commitments to reduce carbon emissions (CO2e) from
our business by 50% relative to 2018 levels by 2030, and achieve net
zero Scope 1 and 2 emissions by 2050.
2024 was Rio Tinto’s best year for decarbonisation with absolute
Scope 1 and 2 emissions reducing by 3.2 Mt CO2e during the year. We
remain on track to achieve our 2030 and 2050 ambitions. A total of 28
projects progressed through a development stage during the year.
Outcome:
Above target
(at 62% of
maximum)
Excel in Development
Excel in Development encompasses goals focusing on exploration
progression, studies progression and project execution. 
Exploration progression develops a dynamic portfolio of projects
that are rigorously prioritised and rapidly tested. Exploration
progression focuses on the opportunities coming out of the
exploration pipeline and moving into formal studies, including
Conceptual Studies completed with a decision to hold, divest or
advance to Order of Magnitude (OoM), studies advancing from
Projects of Merit (PoM) to Conceptual Study (CS) phase, and
studies advancing from Target Testing (TT) to PoM.
Three CS projects were completed this year, one project advanced to
CS and another project progressed from TT to PoM, resulting in an
outstanding weighted score of 3.75.
Studies progression of 5 studies in 2024, with 4 studies obtaining Notice to
Proceed in the year. This included Cape Lambert High Density Ore and
Brockman Syncline 1 programs. Full project sanction was achieved for the
Simandou and Hope Downs 1 Sustaining Studies in 2024. This outstanding
result provides diversified growth opportunities across commodities of
Copper, Aluminium and Iron Ore. 
Projects execution refers to the percentage of in-flight and completed
projects on track against the Investment Committee plan. Throughout
2024, we made strong progress on a range of projects. Nine out of 12
projects remained on track with the approved Investment Committee
plans.
A significant milestone was also achieved with the Autonomous
Haulage System in Western Range going live in 2024.
Project Shafts 3 and 4 for Oyu Tolgoi underground mine were also
commissioned in 2024, and are now fully operational.
Outcome:
Outstanding
(at 100% of
maximum)
People & Culture
Our People & Culture scorecard focuses on driving culture
change and improving gender diversity.
Gender diversity in 2024 was focused on both increasing the
number of women and changing the culture to become more inclusive.
The representation of women across our business remains a
challenge. While we were able to increase the representation of
women in 2024 from 24.3% to 25.2%, this result was below the
threshold of 25.3%.
Culture change progress measures the change in our organisation’s
culture, as indicated by the results of the employee engagement
survey. The result from the employee engagement survey at the end of
2024 was 70.19, rounded down to 70. This result was below the target
of 71 and represents threshold performance.
Outcome:
Below target
(at 12.5% of
maximum)
Social Licence
Reputation as the Social Licence metric focuses on building trust in and support of Rio Tinto within the communities where we work. The
general public perception in selected countries is reflected by a reputation score measured by RepTrak. The 2024 result was 60.9, above
the target range of 57.8 to 59.8 and a significant improvement on the score of 58.8 in the prior year. This score is a weighted, global
aggregate made up of results from Australia, Canada, Mongolia, New Zealand, South Africa, the UK and the US.  For 2024, the Committee
also took into account the roll-out of Local Voices (our community perception monitoring program) to 50% of our assets and the emerging
insights from the deployment, as well as the outcomes of our Social Licence self-assessments in 14 assets across all product groups that
demonstrated clear year-on-year improvement.  Considering both the reputation score and qualitative assessment the Committee
determined an outcome of 82.5% of maximum.
Outcome:
Above target
(at 82.5% of
maximum)
Fatality deduction
A deduction was applied to reflect the tragic work-related fatalities of 2024. Further detail is set out in the Annual statement by the People & Remuneration Committee
Chair.
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Commentary on individual performance
Jakob Stausholm
Individual multiplier outcome: Not applied
Strategic objectives
Performance Assessment
Best Operator
Strong financial performance and
prioritisation of Best Operator to
enhance competitiveness
(Outcome: At target)
Delivered significant progress towards stable, sustainable operating performance with strong financial results, benefiting from
diversified portfolio and progress on growth projects. Continued uplift in technical skills across the organisation.
Achieved a 1% increase in production alongside a 3% rise in sales volumes.
Accelerated the roll-out of SPS which is now in place at 31 sites (80% of our sites- up from 60% in 2023), underlining our commitment to be
the best operator. This included success in delivering our SPS target at our Pilbara Iron Ore operations of a 5Mt uplift.
Continued focus on performance required at IOC, Kennecott copper operations, and RTIT Quebec Operations to extract further
shareholder value.
Drove significant cultural transformation and leadership development that propelled our progress in 2024 toward becoming Best
Operator.
Impeccable ESG
Maintain relentless focus on
safety; and advance our
decarbonisation strategy
(Outcome: At target)
We were devastated by the loss of 5 colleagues in 2024, the first work-related fatalities since 2018. Safety remains our highest priority.
On decarbonisation, delivered our most productive and promising year against our ambitions - reduced approximately 3Mt CO2e -
keeping us on track to achieve our 2030 and 2050 targets. This performance was delivered through a robust portfolio of reduction
initiatives across the Group, including 13 major projects that will contribute substantial additional carbon reductions by 2030,
including significant progress on repowering our Gladstone assets. Scope 3 emissions reduction initiatives were also progressed
through the development of BioIron and electric smelting trials in Western Australia.
Led the public release of the Everyday Respect Progress Review showing improvement and momentum.
Intensified focus on tailings storage management with implementation exceeding targets. In addition, achieved full control for ERA
closure.
Excel in Development
Grow and diversify our portfolio
(Outcome: Above target)
Executed a comprehensive review of corporate strategy and portfolio mix, with an extensive focus on our growth portfolio.
Led a significant shift in our portfolio by expanding our lithium business. Executed the agreement to acquire Arcadium Lithium plc,
the Group’s largest acquisition for many years which will position Rio Tinto as a global leader in energy transition commodities.
Lithium growth was further supported by the commitment to invest $2.5 billion to expand the Rincon project in Argentina following
the achievement of first lithium production at the Rincon project in November 2024.
Delivered significant ramp-up of production at the Oyu Tolgoi mine in Mongolia and on course for further increase with the
commissioning of ventilation shafts 3 and 4.
Achieved major progress at the Simandou iron ore project in Guinea with all approvals obtained and conditions satisfied in 2024.
The project is now on track to deliver first production at the mine gate in 2025.
Five replacement iron ore projects were advanced in the Pilbara, including Western Range, where first iron ore production is
scheduled for the first half of 2025.
Refocused our partnerships including adding Sumitomo Metal Mining (buying 30% of Winu) and continued work at Nuevo Cobre,
Chile with Codelco. In addition to buying out partners in other areas including purchasing Mitsubishi’s stake in BSL and Sumitomo’s
stake in New Zealand Aluminium Smelters.
Strong achievements in project execution, with major projects such as Western Range, Oyu Tolgoi Underground and Simandou
being delivered on schedule and within budget.
Social Licence
Improve our social licence to
operate by strengthening
engagement with key
stakeholders
(Outcome: Above target)
Personally led significant efforts in strengthening key relationships with governments (particularly in Canada, China, Chile,
Argentina, Guinea, South Africa and Madagascar) and civil society. Much progress made on enhancing transparency, building trust
and demonstrating an understanding of society’s needs.
Executed significant agreements in New Zealand and Western Australia securing our longer-term future in these markets.
Significant progress in regaining trust with a wide range of traditional owners,.
Peter Cunningham
Individual multiplier outcome: Not applied
Strategic objectives
Performance Assessment
Best Operator
Strong financial performance and
prioritisation of Best Operator to
enhance competitiveness
(Outcome: At target)
Upgraded performance management and supported a disciplined performance around costs and headcount.
Led work to drive improvement around support costs and planning.
Drove work around the renewal of core systems (Finance, HR, HSE) and studies around the renewal of the SAP Real Time
Business Suite of tools, plus initial investments in digital/AI.
Delivered an effective 2025 planning process centred around the need to drive enhanced competitiveness.
Impeccable ESG
Maintain relentless focus on
safety; and advance our
decarbonisation strategy
(Outcome: At target)
Accelerated implementation of enhanced risk management through the Three Lines of Defence program. 
Continued to support improvements to decarbonisation investment through the capital allocation framework and ongoing
performance management.
Excel in Development
Grow and diversify our portfolio
(Outcome: Above target)
Led the successful redevelopment of the 2024 strategy process with delivery through agile teams brought together to solve clear
business problems.
Implemented substantial changes to the Group's evaluation framework to enable a deeper focus on the most important strategic
decisions at the Investment Committee.
Continued to enhance the EiD forum to ensure momentum around the investment pipeline.
Supported industry analysis and investment decision-making around major investments (Rincon) and mergers and acquisitions (Arcadium).
Maintained consistent and disciplined capital allocation framework.
Social Licence
Improve our social licence to
operate by strengthening
engagement with key
stakeholders
(Outcome: Above target)
Further developed a comprehensive capital allocation process to promote investment decisions and further build partnerships and
capabilities.
Supported investment for creating growth options and social licence through targeted exploration and evaluation, communities and
social performance (CSP) and social investment, decarbonisation, and research and development.
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2025 short-term incentive plan
This section outlines the operation of the 2025 short-term incentive plan (STIP).
2025 short-term incentive plan measures and weightings
Financial scorecard
dimension
Weighting
What does it measure?
Commentary
Underlying EBITDA –
unflexed
12.5%
Underlying EBITDA is a segmental performance
measure and represents profit before tax, net
finance items, depreciation and amortisation.
Underlying EBITDA is the prominent financial measure of
underlying business performance on an income statement
basis. The core objectives of robust operational performance
and disciplined cost management are well reflected in
underlying EBITDA. The underlying EBITDA target for STIP
purposes is based on the Group’s annual plan, calibrated to
reflect production guidance communicated at the start of the
year.
Underlying EBITDA –
flexed
12.5%
Underlying EBITDA, adjusted for the impact of
commodity prices and foreign exchange rates.
Removing the impact of commodity prices and foreign
exchange rates gives us a stronger indication of the
underlying EBITDA outcome of our underlying business
performance, aligned to the core objective of Best Operator.
STIP free cash flow –
unflexed
12.5%
STIP free cash flow comprises free cash flow
adjusted to exclude dividends paid to holders of
non-controlling interests in subsidiaries and
development capital expenditure (including
development capital expenditure on
decarbonisation projects).
STIP free cash flow demonstrates how we convert underlying
EBITDA to cash and provides further insight into how we are
managing efficiency and productivity, including working capital
and sustaining capital. The STIP free cash flow target is based
on the Group’s annual plan, calibrated to reflect production
guidance communicated at the start of the year.
STIP free cash flow –
flexed
12.5%
STIP free cash flow, adjusted for the impact of
commodity prices and foreign exchange rates.
Removing the impact of commodity prices and foreign
exchange rates gives us a stronger indication of the free cash
flow outcome of our underlying business performance, aligned
to the core objective of Best Operator.
Total weighting
50%
Strategic scorecard
dimension
Weighting
What does it measure?
Commentary
Impeccable ESG
Decarbonisation
10%
Progress of moving carbon abatement projects
through the various stages of development all the
way to execution to meet our decarbonisation
ambition.
Provides focus on progressing at pace and optimising the
resource deployment of decarbonisation projects.
Safety index
10%
AIFR as a lag indicator and SMM at our assets as a
lead indicator, which includes maturity of safety
leadership, including psychological safety.
Conformance to GISTM is set as an underpin.
Safety is at the heart of everything we do. The safety index
provides focus on the importance of continuing to embed
and strengthen our safety culture.
People & Culture
Diversity
5%
Improving representation of women at Rio Tinto.
The ongoing focus on improving gender representation is an
important contributor to advancing our culture-
change agenda. Using trends in responses and scores to
our engagement surveys, we also demonstrate to what
extent our culture is changing. Both of these are important
factors as we continue to transform our culture in response
to the findings of the 2022 Everyday Respect Report.
Culture
5%
Measuring progress in our culture-change journey.
Excel in Development
Exploration, studies
and project execution
10%
Performance in exploration, studies and
project delivery.
Exploration, studies and project execution identifies
opportunities for growth and enhancing orebody reserves
across our portfolio, while keeping focus on the importance
of executing to time and budget.
Social Licence
Reputation
10%
Indicators of progress made in building acceptance
and trust across a broad set of stakeholders,
including, but not only, communities, governments,
customers, suppliers and civil society.
General public perception measured through a reputation
score and community perception measured through
localised surveys. The Social Licence measures continue to
form a key part of our strategy to build trust and meaningful
relationships with our community of stakeholders.
Total weighting
50%
A fatality deduction of a least 10% will be applied in the event of work-related fatalities. This deduction, combined with the 10% weighting of the
safety index maintains the prominence of safety in the STIP structure. The specific targets for the 2025 STIP are considered by the Board to be
commercially sensitive. These will be disclosed alongside the outturn retrospectively in the 2025 Implementation report.
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Long-term incentive plan
PSA granted in 2020 were based on 2 performance conditions,
both measured over a 5-year performance period:
TSR relative to the EMIX Global Mining Index – 50%
TSR relative to the MSCI World Index – 50%
The performance outcome against the EMIX Global Mining Index and
MSCI World Index was 25.5% and 0% respectively, resulting in an overall
vesting of 12.75%. The value of the shares vesting included in the single
total figure of remuneration table for 2024 is an estimate, as the actual
value can only be determined once the share price and final application of
dividend equivalents on vesting are known.
The disclosed value is based on:
The approved TSR outcome relative to the EMIX Global Mining
Index (transitioned to the S&P Global Mining Index from 1 August
2023 following the decommissioning of the EMIX on 31 July 2023)
and MSCI World Index, with associated dividend equivalent
shares.
The average share prices for Rio Tinto plc and Rio Tinto Limited over
the last quarter of the 5-year performance period (Q4 2024).
The actual value associated with the 2020 PSA vesting will be
disclosed in the 2025 Remuneration report.
Calculation of 2020 PSA vesting
The dual TSR measures recognise that the company competes in the global market for investors as well as within the mining sector, and
rewards executives for returns over the long term that outperform both the broader market and the mining sector.
Index
Threshold
(22.5% of maximum)
Maximum
(100% of maximum)
Actual TSR
outperformance
Weighting
Vesting
outcome
S&P Global Mining Index1
Equal to Index
Index + 6% p.a.
Index + 0.2% p.a.
50%
25.5%
MSCI World Index
Equal to Index
Index + 6% p.a.
Index - 0.2% p.a.
50%
0%
1.The EMIX Global Mining Index was decommissioned on 31 July 2023 and therefore it was necessary to identify a replacement index for the remainder of the performance period. The
Committee considered a range of alternative indices and determined that S&P’s replacement index (the S&P Global Mining Index) was the most suitable, given the overlap in constituents
and close correlation in performance. TSR performance was calculated by our independent remuneration consultants tracking the EMIX Global Mining Index to 31 July 2023 and the S&P
Global Mining Index thereafter. This methodology will apply to all relevant outstanding PSA.
Executive Director
Year
included
in single figure
Award
Overall
vesting %
Dividend
equivalents
Dividend
equivalents
(% of shares
vesting)
Shares
(including
dividend
equivalents)
Share
price
PSA outcome
(£’000)1
Jakob Stausholm
2024
2020 PSA
12.75%
3,926
41%
13,451
£49.67
£668
Peter Cunningham
2024
2020 PSA
12.75%
389
41%
1,335
£49.67
£66
1.The PSA outcome is an estimate based on the average share price over the last quarter of 2024.
For reference, the 2019 PSA vested at 94.1% on 22 February 2024 with Rio Tinto plc and Rio Tinto Limited share prices of £51.51 and
A$125.80 respectively (closing share price on the day prior to vesting). Dividend equivalents for the Executive Directors were equal to 38% of
the vested awards.
Long-term incentive plan awards granted in 2024
These awards are subject to TSR performance relative to the constituents of the S&P Global Mining Index (53.3%) and MSCI World Index
(26.7%), and a decarbonisation scorecard as set out in the Performance measures section below.
Executive Director
Type of
award
Grant date
Face value
of award
(% of base
salary)
Face value of
award
(£’000)
% of vesting
at threshold
performance
Grant
price1
Conditional
shares
awarded
End of the period
over which the
performance
conditions have to
be fulfilled
End of holding
period
Jakob Stausholm
PSA
9 May 2024
500%
6,424
22.5%
£53.43
120,232
31 December 2026
February 2029
Peter Cunningham
PSA
9 May 2024
500%
3,804
22.5%
£53.43
71,195
31 December 2026
February 2029
1.In line with the Policy, the grant price for PSA is determined by reference to the average share price for the calendar year prior to the year of grant. The grant price of £53.43 represents the
Rio Tinto plc average share price for 2023.
Long-term incentive plan awards due to be granted in 2025
Executive Director
Type of
award
Face value
of award
(% of base
salary)
Face value
of award
(£’000)
% of vesting
at threshold
performance
Grant
price1
Conditional
shares to be
awarded
End of the period
over which the
performance
conditions have to
be fulfilled
End of holding
period
Jakob Stausholm
PSA
500%
7,054
22.5%
£51.35
137,361
31 December 2027
February 2030
Peter Cunningham
PSA
500%
3,918
22.5%
£51.35
76,299
31 December 2027
February 2030
1.In line with Policy, the grant price for PSA is determined by reference to the average share price for the calendar year prior to the year of grant. The grant price of £51.35 represents the
Rio Tinto plc average share price for 2024.
Performance measures
For PSAs granted in 2024 and 2025, 80% of the award is based on relative TSR measured on a weighted ranked basis against constituents of a
sector and a broader market index. Two-thirds of the TSR element will be measured relative to sector peers (constituents of the S&P Global
Mining Index) and the remaining one-third measured against a broader market reference point (constituents of the MSCI World Index). The
remaining 20% of the award will be based on strategic measures linked to decarbonisation.
Performance measures
Threshold
(22.5% of maximum)
Maximum
(100% of maximum)
Weighting
Relative TSR vs constituents of the S&P Global Mining Index
Median
Upper quartile
53.3%
Relative TSR vs constituents of the MSCI World Index
Median
Upper quartile
26.7%
Decarbonisation scorecard
see page 135
see page 135
20.0%
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Decarbonisation
Given the scale and complexity of our emissions portfolio and our decarbonisation ambitions, as well as the multi-year timeframe for this
transition, performance and progress will be assessed using a balanced scorecard. The decarbonisation scorecard includes a combination of
metrics that address opportunities and risks from the energy transition to incentivise long-term competitive advantage. The balanced scorecard
includes the following 4 equally weighted elements assessed over the 3-year performance period:
Objective
Details
Residual
emissions
This provides a measure of actual reduction in Scope 1 and 2 emissions with targets set taking into account the Group’s stated ambition of a
50% reduction by 2030 (relative to our 2018 baseline). Achieving the maximum outcome would be consistent with the linear trajectory
required to achieve the 2030 ambition.
The Committee will take into account the relative contribution of nature-based offsets directly associated with Rio Tinto landholdings or those
of its joint ventures when assessing performance. The contribution will be capped at 10% of the reduction and for any outcome above target
the contribution from offsets will be ignored.
Project
delivery
The successful delivery of abatement projects will be fundamental to achieving our stretching decarbonisation objectives.
Working with the Decarbonisation Office, the Committee identifies a number of priority decarbonisation projects for which investment
approval has been granted, or is expected to be granted in the near future. Four projects for the 2024-2026 performance period were
approved by the Committee during 2024. For the 2025-2027 performance period, there are currently 4 projects identified for which
investment approval is expected prior to the end of the first half of 2025.
At the end of the 3-year performance period, there will be an assessment of project delivery measuring conformance to plan for both spend
and schedule. Using a predetermined framework, each project will be assigned a score out of 10 and vesting will be determined based on
the average score of the projects.
Technology
development
Progressing towards net zero will require technology advancement and research and development breakthroughs that convert into
implemented projects.
This metric assesses Group spend committed to research and development and the successful implementation of projects that have a
meaningful impact on the abatement of emissions (including spend associated with reducing Scope 3 emissions).
Transition
strategy
This measure aligns decarbonisation activity with our value creation strategy, specifically in building new capabilities or commitments
towards new growth assets.
For the 2024-2026 performance period, 3 transition strategy outcomes that are are significant to Group value were selected, namely: Pacific
Operations (PacOps) decarbonisation; aluminium and copper recycling and ELYSISTM implementation. For the 2025-2027 scorecard,
PacOps decarbonisation and aluminium recycling will be retained, alongside a new initiative, lithium growth replacing ELYSISTM
implementation. For the PacOps and recycling initiatives being retained on the scorecard, they will be assessed only on performance
achieved during 2025-2027, noting they are also on the 2024-2026 scorecard.
At the end of the 3-year performance period, each transition strategy will be assigned a score out of 10 using a predetermined framework
and vesting will be determined based on the average score of the transition objectives.
The targets under each element of the scorecard for the 2024 and 2025 awards, as well as an update on how performance is tracking over the
first year of the performance period for the 2024 award, are summarised below. Based on the performance to date, the best estimate of the
potential vesting outcome for the 2024 award is tracking between threshold and target.
Objective
LTIP
weighting
Threshold
(22.5% of maximum)
Target
(50% of maximum)
Maximum
(100% of maximum)
Residual emissions
Reduction in residual emissions
relative to 2018 baseline,
adjusted for changes in equity
5%
3.8Mt CO2e
5.3Mt CO2e
6.9Mt CO2e
2024 performance update: Tracking around threshold - reported emissions at the start of the award period were 33.9Mt CO2e adjusted for increased equity at
Boyne Smelters and New Zealand Aluminium Smelter, with a net reduction of 3.5Mt for the purposes of the scorecard delivered in the first year of the award.
Projected emissions reductions to 2030 are expected to be weighted to the end of the decade.
Project delivery
Conformance to plan for priority
decarbonisation projects
5%
Average score of at least 6 out of 10
being a maximum deviation of 25%
from planned cost and schedule
Average score of at least 8 out of 10
being a maximum deviation of 15%
from planned cost and schedule
Average score of at least 9 out of 10
being less than 10% deviation from
planned cost and schedule
2024 performance update: Tracking to target – 4 projects have been included in the assessment of this metric, each of which is a committed project. The
projects are early in their development cycle and remain materially in conformance with cost and schedule.
Technology
development
Technology advancements and
research and development
breakthroughs that convert into
implemented projects
5%
0.2% of Group revenue on
decarbonisation research and
development spend
At least one project into
implementation totalling 250kt annual
abatement
0.4% of Group revenue on
decarbonisation research and
development spend
At least one project into
implementation totalling 500kt annual
abatement
0.5% of Group revenue on
decarbonisation research and
development spend
At least 2 projects into implementation
totalling 750kt annual abatement
2024 performance update: Tracking to target - spend on research and development is tracking within target range, with several projects expected to proceed into
implementation later in the performance period.
Transition strategy
Alignment of decarbonisation
activity with value creation
5%
Average score of at least 6 out of 10
representing more limited progress
Average score of at least 8 out of 10
representing good progress towards
strategic goals, some areas of
outperformance, substantially achieved
or on track to deliver major objectives,
or progress with no major failures or
impacts on broader performance of the
Group
Average score of at least 9 out of 10
representing significant
outperformance of expectations,
implementation achieved or a major
new advancement with scope for
material benefits
2024 performance update: Tracking around threshold – significant progress including signing new repowering contracts for our Pacific Operations, including at
Boyne Smelters and New Zealand Aluminium Smelter to strengthen their future. For ELYSIS™ implementation, commitments have been made to install carbon-
free aluminium smelting cells at Arvida using the first technology licence issued by the ELYSISTM joint venture.
The Committee will retain discretion in determining vesting outcomes and where required will adjust targets or baselines in relation to any
material changes to the portfolio, such as following acquisitions, divestments or closure.
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Executive Directors’ shareholding
In line with our share ownership policy, Executive Directors’ shareholdings are set based on owning a fixed number of Rio Tinto shares.
Executive Director
Year requirement
needs to be met
Effective holding of Rio Tinto plc ordinary shares
Requirement
31 December 2024
31 December 2023
Jakob Stausholm
2025
120,000
193,740
107,115
Peter Cunningham
2027
60,000
81,601
68,568
The shareholdings shown above include 50% of the number of unvested BDA held by each executive.
We operate a post-employment holding requirement for Executive Directors, but no former Executive Directors are currently subject to a holding
requirement.
Service contracts
Executive Director
Position held during 2024
Date of appointment to position
Notice period
Jakob Stausholm
Chief Executive
1 January 2021
12 months
Peter Cunningham
Chief Financial Officer
17 June 2021
12 months
Either party can terminate their contract with notice in writing, or immediately in the case of the company by paying the base salary only in lieu of any
unexpired notice.
Executives’ external and other appointments
Neither of the Executive Directors currently has an external directorship.
Past director payments
There were no payments to past directors in excess of the de minimis threshold of £15,000.
Chief Executive’s remuneration over time
Year
Chief Executive
Single total figure
of remuneration
(’000)
Annual STIP
award against
maximum opportunity
Long-term incentive
vesting against maximum
opportunity (PSA)
2015
Sam Walsh
A$9,141
81.9%
43.6%
2016
Sam Walsh1
A$5,772
68.2%
50.5%
2016
Jean-Sébastien Jacques
£3,116
82.4%
50.5%
2017
Jean-Sébastien Jacques
£3,821
73.4%
66.7%
2018
Jean-Sébastien Jacques
£4,551
70.1%
43.0%
2019
Jean-Sébastien Jacques
£5,999
74.8%
76.0%
2020
Jean-Sébastien Jacques
£8,670
0.0%
66.7%
2021
Jakob Stausholm2
£2,788
61.3%
0.0%
2022
Jakob Stausholm
£5,010
48.7%
100.0%
2023
Jakob Stausholm3
£8,311
56%
94.1%
2024
Jakob Stausholm
£3,564
49.5%
12.8%
1.STIP award and PSA vesting percentages restated following release from the deed of deferral as described in prior Remuneration reports.
2.Jakob Stausholm joined Rio Tinto in September 2018 and became Chief Executive on 1 January 2021. Therefore, he did not participate in the 2017 LTIP which vested at 66.7% of maximum.
3.The 2023 single total figure of remuneration for Jakob Stausholm reported in the 2023 Remuneration report was £8.45 million, based on the estimated value of the 2019 PSA which vested at
94.1%. The single total figure of remuneration for 2023 shown above is restated and based on the actual vesting share price of £52.16.
The effect of performance on the value of shareholdings, as measured by TSR delivered over the past 5 years, based on the sum of dividends
paid and share price movements during each calendar year, is detailed in the table below.
Year
Underlying
earnings
Underlying
EBITDA
Dividends paid
per share
Share price –
Rio Tinto plc pence
Share price –
Rio Tinto Limited A$
TSR
$ millions
$ millions
$ cents
1 Jan
31 Dec
1 Jan
31 Dec
Group %
2020
12,448
23,902
386
4,503
5,470
100.4
113.8
34.0%
2021
21,401
37,720
963
5,470
4,892
113.8
100.1
(3.8)%
2022
13,359
26,272
746
4,892
5,798
100.1
116.4
18.3%
2023
11,755
23,892
402
5,798
5,842
116.4
135.7
15.8%
2024
10,867
23,314
435
5,842
4,723
135.7
117.5
(15.4)%
The data presented in this table reflects the dual corporate structure of Rio Tinto. We weight the 2 Rio Tinto listings to produce a Group TSR
figure in line with the methodology used for the 2020 PSA.
TSR has been calculated using spot Return Index data as at the last trading day for the year sourced from DataStream.
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Total shareholder return
The vesting of the PSA granted in 2020 was subject to relative TSR
against the S&P Global Mining Index (transitioned from the EMIX
Global Mining Index following its decommissioning in July 2023) and
the MSCI World Index.
The graph below shows Rio Tinto’s TSR performance for the 2020
PSA. It uses the same methodology as that used to calculate the
vesting for the PSA granted in 2020, with a performance period that
ended on 31 December 2024.
Total shareholder return
20398
1.TSR for the MSCI and EMIX indices has been calculated using 12-month average Return
Index data for the year sourced from DataStream.
2.Rio Tinto's Group TSR has been calculated using a weighted average for Rio Tinto plc
and Rio Tinto Limited. The weighting is based on the free-float market capitalisation of
each entity as at the start of the period.
The following graph illustrates the TSR performance of the Group
against the S&P Global Mining Index (and for periods to 31 July 2023
against the EMIX Global Mining Index) and the MSCI World Index
over the 10 years to the end of 2024.
The graph meets the requirements of Schedule 8 of the UK Large and
Medium-sized Companies and Groups (Accounts and Reports)
Regulations 2008 (as amended) and is not an indication of the vesting
of PSA granted in 2020.
Total shareholder return
21230
1.TSR has been calculated using spot Return Index data as at the last trading day for the
year sourced from DataStream. 
2.Rio Tinto's Group TSR has been calculated using a weighted average for Rio Tinto plc
and Rio Tinto Limited. The weighting is based on the free-float market capitalisation of
each entity as at the start of the period.
Other executive key management personnel
This section sets out remuneration information pertaining to executive
key management personnel (KMP) excluding the Chief Executive and
the Chief Financial Officer. The Policy applicable to the Executive
Directors is also applicable to the other executive KMP with variances
specified in this section.
The remuneration mix for other executive KMP under this Policy is set
out in the chart below.
2024 Remuneration mix
Maximum
22038
Target
22047
l
Fixed pay
l
STIP – Cash
l
STIP – BDA
l
LTIP
2024 assumptions
Fixed pay includes base salary, pension and benefits. The value of
benefits is estimated at 11% of base salary.
Performance-related (at risk)
Target STIP and
LTIP performance
STIP award of 50% of the maximum award
(equates to 100% of base salary)
PSA expected value of 50% of face value, calculated
as 250% of base salary
Maximum STIP
and LTIP
performance
Maximum STIP award of 200% of base salary
Maximum PSA face value of 500% of base salary
No assumption has been made for growth in share price and payment
of dividend equivalents.
The table below outlines the positions held by the other executive KMP and the respective dates of appointment:
Name
Position(s) held during 2024
Date of appointment to position
Bold Baatar
Chief Executive, Copper
1 February 2021
Chief Commercial Officer
1 September 2024
Alf Barrios1
Chief Commercial Officer
1 March 2021
Sinead Kaufman
Chief Executive, Minerals
1 March 2021
Katie Jackson
Chief Executive, Copper
1 September 2024
Jérôme Pécresse
Chief Executive, Aluminium
23 October 2023
Simon Trott
Chief Executive, Iron Ore
1 March 2021
1.Alf Barrios ceased to be a KMP on 31 August 2024 and he ceased employment on 31 December 2024 following his retirement.
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Base salary
Base salaries for Executive Committee members are reviewed annually by the Committee, with increases generally aligned with the wider
employee population in the relevant jurisdiction. Variations may occur in instances in which an individual has changed position, or the position’s
duties and responsibilities have been enlarged, for example as a result of a reorganisation or acquisition, or where an individual’s remuneration
has fallen below comparable positions in the market.
Short-term incentive plan
Overview of 2024 short-term incentive plan weightings and measures
The measures and weightings used to determine short-term incentive plan (STIP) awards for executives in 2024 are set out on page 130.
The 2024 STIP awards are detailed in the table below. The amounts set out below reflect the 10% fatality adjustment applied.
Percentage of:
2024 STIP award
(% of salary)
2024 STIP award
('000)
Maximum STIP
awarded
Maximum STIP
forfeited
Bold Baatar
99%
SGD1,247
49.5%
50.5%
Alf Barrios
99%
SGD1,197
49.5%
50.5%
Katie Jackson
99%
GBP208
49.5%
50.5%
Sinead Kaufman
99%
A$1,145
49.5%
50.5%
Jérôme Pécresse
124%
C$1,485
62%
38%
Simon Trott
99%
A$1,347
49.5%
50.5%
Share ownership
The following table shows the share ownership level for other
executive KMP as a percentage of their overall requirement which is
determined based on 400% of salary.
Share ownership level at
31 December 2024 as a
percentage of requirement
Bold Baatar
211%
Katie Jackson1
2%
Sinead Kaufman
103%
Jérôme Pécresse
11%
Simon Trott
85%
1.Katie Jackson joined the Group on 1 September 2024
Share ownership level is set for each individual based on a fixed
number of Rio Tinto plc or Limited shares, and we define “share
ownership” in our Policy.
Service contracts
KMP service contracts can be terminated by the company or
executive with 12 months’ notice in writing, or immediately by the
company by paying base salary only in lieu of any unexpired notice.
Other KMP appointments
All newly appointed executives have received a remuneration
package that is aligned with our Policy and comprises: base salary in
line with market benchmarks; target STIP opportunity of 100% of
base salary (with maximum opportunity of 200% of base salary); LTIP
awards of up to 500% of base salary; company pension contributions
of 14% of base salary; and other benefits such as company-provided
healthcare coverage, and continued eligibility to participate in the all-
employee share plans. A minimum shareholding requirement applies
on appointment to be built up over subsequent years.
Executive departures
Alf Barrios ceased to be a KMP on 31 August 2024 and retired from
the Group on 31 December 2024. Alf was treated as an eligible leaver
for the purposes of STIP and LTIP.
Broader employee disclosures
Chief Executive pay ratio
The ratio of the single total figure of remuneration for the
Chief Executive to the lower quartile, median and upper quartile of the
Rio Tinto Australian employee population for 2024 is set out in the
table below.
Lower quartile
Median
Upper quartile
2024
46
39
33
2023 1
114
95
79
1.The 2023 pay ratio data has been restated based on actual pay outcomes for the Chief
Executive in 2023.
The median CEO pay ratio of 39:1 is lower than last year, primarily
due to materially lower outcomes on long-term incentives for the
performance period ending 31 December 2024. The Committee
continues to be mindful of the relationship between executive
remuneration and that of our broader workforce. The Committee’s
decision making will continue to be supported by regular and detailed
reporting on these matters.
Relative spend on remuneration
The table below shows our relative spend on remuneration across our
global employee population and distributions to shareholders in the
year. We have also shown other significant disbursements of the
company’s funds for comparison.
Stated in US$m
2024
2023
Difference
in spend
Remuneration paid1
7,055
6,636
419
Distributions to shareholders2
7,025
6,470
555
Purchase of property, plant
and equipment, and intangible
assets3
9,621
7,086
2,535
Corporate income tax paid3
4,165
4,627
(462)
1.Total employment costs for the financial year as per note 7 to the financial statements.
2.Distributions to shareholders include equity dividends paid to owners of Rio Tinto shares
as per the consolidated cash flow statement.
3.Purchase of property, plant and equipment, and intangible assets, and corporate income
tax paid during the financial year are as per the consolidated cash flow statement.
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Change in Director and employee pay
In the table below, we compare the annual changes in salary, benefits and annual incentives of the Directors for the past 5 years, to that of the
Australian employee population. Column “a” represents the percentage change in salary and fees; values in column “b” represent the
percentage change in taxable benefits; and values in column “c” represent the percentage change in annual incentive outcomes for
performance periods in respect of each financial year.
2019 to 2020
2020 to 2021
2021 to 2022
2022 to 2023
2023 to 2024
a1
b
c
a1
b
c
a1
b
c
a1
b2
c
a1
b2
c3
Executive Directors
Jakob Stausholm
2%
34%
29%
46%
(19)%
25%
2%
94%
(18)%
4%
(15)%
20%
4%
53%
(8)%
Peter Cunningham
18%
47%
4%
10%
28%
4%
2%
(8)%
Non-Executive Directors
Dominic Barton
50%
(84)%
8%
213%
Simon Henry
3%
(54)%
64%
(6)%
98%
(7)%
189%
18%
(2)%
Sam Laidlaw
8%
(87)%
51%
779%
242%
15%
(29)%
Simon McKeon
9%
(72)%
15%
91%
(6)%
1487%
6%
78%
13%
(55)%
Jennifer Nason
(6)%
58%
(8)%
59%
14%
26%
Ngaire Woods
273%
201%
8%
(7)%
Ben Wyatt
12%
52%
21%
26%
Dean Dalla Valle4
34%
305%
Kaisa Hietala4
28%
(39)%
Susan Lloyd-Hurwitz4
9%
108%
Joc O’Rourke4
39%
Martina Merz5
Sharon Thorne5
Australian workforce6
4%
5%
19%
4%
–%
(18)%
7%
6%
15%
8%
(1)%
16%
6%
5%
(19)%
1.Change in salary and fees compared on an annualised basis to smooth the impact of part-year appointments.
2.Changes in Director benefits are primarily driven by variances in business travel during the year.
3.The percentage change in annual incentive compares the incentive outcomes for the 2023 performance year to those for the 2024 performance year.
4.Increases are also representative of 2024 being the first full year post appointment in 2023.
5.No prior year data as appointed as a Non-Executive Director in 2024.
6.Since Rio Tinto plc, the statutory entity for which this disclosure is required, does not have any employees, we have included voluntary disclosure of the change in employee pay for our
Australian employees who make up more than 40% of our employee population.
“–” in the table signifies no reported change as a result of the absence of comparable data.
Non-Executive Directors
What we paid our Chair and Non-Executive Directors
Positions held
We list the Non-Executive Directors who held office during 2024
below. Each held office for the whole of 2024 unless otherwise
indicated. Their years of appointment are reported in “Board of
Directors” on pages 102-103.
Name
Title
Dominic Barton
Chair
Dean Dalla Valle
Non-Executive Director
Simon Henry
Non-Executive Director
Kaisa Hietala
Non-Executive Director
Sam Laidlaw
Non-Executive Director
Susan Lloyd-Hurwitz
Non-Executive Director
Simon McKeon
Non-Executive Director (to 2 May 2024)
Martina Merz
Non-Executive Director (from 1 February 2024)
Jennifer Nason
Non-Executive Director
Joc O’Rourke
Non-Executive Director
Sharon Thorne
Non-Executive Director (from 1 July 2024)
Ngaire Woods
Non-Executive Director
Ben Wyatt
Non-Executive Director
Service contracts
The Chair and Non-Executive Directors’ letters of appointment from
the company stipulate their terms of appointment, including their
duties and responsibilities as Directors. Each Non-Executive Director
is appointed subject to their election and annual
re-election by shareholders. The Chair’s appointment may be
terminated by either party giving 12 months’ notice, and
Non-Executive Directors’ appointments may be terminated by
either party giving 3 months’ notice.
Annual fees payable
The table below shows the annual fee structure as at 1 March 2024
and 1 March 2025 for the Chair and Non-Executive Directors.
2025
2024
Director fees
Chair’s fee
£800,000
£800,000
Non-Executive Director base fee
£115,000
£115,000
Senior Independent Director
£45,000
£45,000
Committee fees
Audit & Risk Committee Chair
£50,000
£50,000
Audit & Risk Committee member
£30,000
£30,000
People & Remuneration Committee Chair
£45,000
£45,000
People & Remuneration Committee member
£25,000
£25,000
Sustainability Committee Chair
£45,000
£45,000
Sustainability Committee member
£25,000
£25,000
Nominations Committee member
£8,000
£8,000
Meeting allowances
Long distance (flights over 10 hours per journey)
£10,000
£10,000
Medium distance (flights of 5-10 hours per journey)
£5,000
£5,000
p145.jpg
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We set out details of each element of remuneration, and the single
total figure of remuneration, paid to the Chair and Non-Executive
Directors during 2024 and 2023, in US dollars in table 1b on
page 142. No post-employment, termination or share-based
payments were made. Statutory minimum superannuation
contributions for Non-Executive Directors are deducted from the
Director’s overall fee entitlements when these are required by
Australian superannuation law.
The total fee and allowance payments made to the Chair and
Non-Executive Directors in 2024 were within the maximum aggregate
annual amount of £4 million set out in the Group’s constitutional
documents, approved by shareholders at the 2024 AGMs.
Share ownership policy for Non-Executive Directors
Rio Tinto has a policy that encourages Non-Executive Directors to
build up a Rio Tinto shareholding. The shareholding target in 2024 is
1,800 Rio Tinto Limited shares, 2,200 Rio Tinto plc shares or 2,100
Rio Tinto ADRs (or a combination thereof) and will be reviewed every
2 years. Details of Non-Executive Directors’ share interests in the
Group, including total holdings, are set out in table 2 on page 142.
Non-Executive Directors’ share ownership
The Non-Executive Directors’ shareholdings as a percentage of their
overall 2024 requirement are shown in the table below.
Director
Share ownership at
31 December 2024
Share ownership at
31 December 2023
Dominic Barton
94%
94%
Dean Dalla Valle
32%
9%
Simon Henry
100%
91%
Kaisa Hietala
45%
45%
Sam Laidlaw
341%
341%
Susan Lloyd-Hurwitz
79%
65%
Martina Merz1
–%
n/a
Jennifer Nason
89%
85%
Joc O’Rourke
–%
–%
Sharon Thorne2
118%
n/a
Ngaire Woods
67%
67%
Ben Wyatt
22%
22%
1.Martina Merz joined the Board on 1 February 2024.
2.Sharon Thorne joined the Board on 1 July 2024.
Other statutory disclosures
Other share plans
All-employee share plans
The Committee believes that all employees should be given the
opportunity to become shareholders in our business, and that share
plans help engage, retain and motivate employees over the long term.
Rio Tinto’s share plans are therefore part of its standard remuneration
practice, to encourage employee share ownership and create
alignment with the shareholder experience. Executives may
participate in broad-based share plans that are available to Group
employees generally and to which performance conditions do not
apply.
A global employee share purchase plan is normally offered to all
eligible employees unless there are local jurisdictional restrictions.
Under the plan, employees may acquire shares up to the value of
$5,250 (or equivalent in other currencies) per year or capped at 15%
of their base salary if lower. Each share purchased will be matched by
the company, providing the participant holds the shares, and is still
employed, at the end of the 3-year vesting period.
Approximately 36,000 of our employees (67% of those eligible) are
shareholders as a result of participating in these plans. In the UK,
these arrangements are partially delivered through the UK Share Plan
which is a UK tax-approved arrangement. Under this plan, eligible
participants may also receive an annual award of Free Shares up to
the limits prescribed under UK tax legislation.
Management Share Awards
The Management Share Awards (MSA) are designed to help the
Group attract the best staff in a competitive labour market, and to
retain key individuals as we deliver our long-term strategy. MSA are
conditional awards that are not subject to a performance condition.
They typically vest at the end of 3 years, subject to continued
employment. Shares to satisfy the awards are bought in the market or
reissued from Treasury. Executive Committee members are not
eligible to be granted MSA, except in connection with recruitment
purposes.
Shareholder voting
In the table below, we set out the results of the remuneration-related
resolutions voted on at the Group’s 2024 AGMs.
Resolution
Votes
for
Votes
against
Votes
withheld1
Approval of the Directors’
Remuneration report:
Implementation report
97%
3%
7,949,109
Approval of the
Remuneration Policy (2024)
97%
3%
3,469,190
Approval of the Directors’
Remuneration report
97%
3%
7,933,078
1.A vote “withheld” is not a vote in law and is not counted in the calculation of the proportion
of votes for and against the resolution.
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Table 1a – Executives’ remuneration
Stated in US$‘0001
Short-term benefits
Base salary
Cash bonus2
Other cash-
based
benefits3
Non-monetary
benefits4
Total
short-term
benefits
Executive Directors
Jakob Stausholm
2024
1,632
796
215
207
2,850
2023
1525
860
203
129
2,717
Peter Cunningham
2024
966
471
122
49
1,608
2023
903
523
116
47
1,589
Other executives
Bold Baatar
2024
904
459
801
722
2,886
2023
824
601
105
79
1,609
Alf Barrios5
2024
598
587
30
103
1,318
2023
864
373
43
98
1,378
Katie Jackson
2024
268
130
222
50
670
Sinead Kaufman
2024
753
356
86
113
1,308
2023
700
408
80
91
1,279
Jérôme Pécresse
2024
876
516
167
63
1,622
2023
170
98
537
6
811
Simon Trott
2024
833
419
98
89
1,439
2023
772
566
90
56
1,484
Stated in US$’0001
Long-term benefits: Value of shared-based awards6
Post-employment benefits9
BDA7
PSA
MSA
Others8
Pension and
superannuation
Other post-
employment
benefits
Termination
benefits
Total
remuneration10
Currency of
actual
payment
Executive Directors
Jakob Stausholm
2024
843
3,281
8
13
6,995
£
2023
783
2556
8
10
6,074
£
Peter Cunningham
2024
445
1,315
19
7
13
3,407
£
2023
338
691
132
7
10
2,767
£
Other executives
Bold Baatar
2024
565
1,816
8
37
5,312
£ & S$
2023
473
1,531
8
10
3,631
£
Alf Barrios5
2024
209
1,233
3
54
2,817
S$
2023
428
1,578
4
43
3,431
S$
Katie Jackson
2024
31
69
333
7
1,110
£
Sinead Kaufman
2024
364
1,378
3
19
3,072
A$
2023
293
856
13
3
18
2,462
A$
Jérôme Pécresse
2024
151
480
24
2,277
C$
2023
22
23
856
C$
Simon Trott
2024
442
1,721
19
3,621
A$
2023
436
1,465
18
3,403
A$
Notes to table 1a – Executives’ remuneration
1.“Table 1a – Executives’ remuneration” is reported in US$ using A$1 = US$0.66002; £1 = US$1.27811; C$1 = US$0.73039; S$1 = US$0.74849 which are year-to-date average rates, except
for cash bonuses which use A$1 = US$0.62165; £1 = US$1.25105; C$1 = US$0.69510; S$1 = US$0.73548 31 December 2024 year-end rates.                 
2.“Cash bonus” relates to the cash portion of the 2024 STIP award to be paid in March 2025.
3.“Other cash-based benefits” typically include cash in lieu of company pension or superannuation contributions. For Bold Baatar this also includes the international transfer allowance paid as
per the company standard upon Bold’s relocation from the UK to Singapore.             
4.“Non-monetary benefits” for executives typically include healthcare coverage, professional tax compliance services/advice, flexible perquisites and, where applicable, leave accruals and
mobility-related benefits. For Bold Baatar this also includes benefits related to his relocation from the UK to Singapore.
5.The figures for Alf Barrios reflect his remuneration up until he ceased to be a KMP on 31 August 2024. His total remuneration up until his employment termination date of 31 December 2024
was US$5,314,000.
6.The “Value of share-based awards” has been determined in accordance with the recognition and measurement requirements of IFRS2 "Share-based Payment". The fair value of awards
granted as MSA, BDA and PSA have been calculated at their dates of grant using valuation models provided by external consultants, Lane Clark and Peacock LLP, including an independent
Monte Carlo valuation model, which take into account the constraints on vesting attached to these awards. Further details of the valuation methods and assumptions used for these awards
are included in note 27 (Share-based Payments) in the financial statements. The fair value of other share-based awards is measured at the purchase cost of the shares from the market. The
share-based values disclosed in this table do not reflect amounts actually paid in 2024 or the value of shares that will ultimately vest.
7.“BDA” represents the portion of the 2021–2024 STIP awards deferred into Rio Tinto shares.
8.“Others” includes the Global Employee Share Plan (myShare) and the UK Share Plan.
9.Any costs related to defined benefit pension plans and post-retirement medical benefits are the service costs attributable to the individual, calculated in accordance with IAS 19. The cost for
defined contribution pension plans is the amount contributed in the year by the company.
10.“Total remuneration” represents the disclosure of total emoluments and compensation required under the Australian Corporations Act 2001 and applicable accounting standards.
Further details in relation to aggregate remuneration for executives, including Directors, are included in note 29 (Directors’ and key
management remuneration).
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Table 1b – Non-Executive Directors’ remuneration
Stated in US$’0001
Fees and
allowances2
Non-monetary
benefits3
Post-
employment
benefits
Single total
figure of
remuneration4
Currency
of actual
payment
1.Remuneration is reported in US$. The amounts have been
converted using the 2024 annual average exchange rates of
£1 = US$1.27811 and A$1 = US$0.66002.
2.“Fees and allowances” comprises the total fees for the Chair
and all Non-Executive Directors (NED), and travel allowances
for the NED. The statutory minimum superannuation
contributions required by the Australian superannuation law
and paid for the Australia-based NEDs are included in “Fees
and allowances”.
3.“Non-monetary benefits” include, as in previous years,
amounts that are deemed by the UK tax authorities to be
benefits in kind relating largely to the costs of Directors’
expenses in attending Board meetings held at the company’s
UK-registered office (including associated accommodation
and subsistence expenses) and professional tax compliance
services/advice. Given these expenses are incurred by
Directors in the fulfilment of their duties, the company pays
the tax on them.
4.Represents disclosure of the single total figure of
remuneration under Schedule 8 of the Large- and Medium-
sized Companies and Groups (Accounts and Reports)
Regulations 2008 (as amended) and total remuneration
under the Australian Corporations Act 2001 and applicable
accounting standards.
5.The amounts reported for Simon McKeon reflect the period
of active Board membership from 1 January 2024 to 2 May
2024.
6.The amounts reported for Martina Merz reflect the period of
active Board membership from 1 February 2024 to
31 December 2024.
7.The amounts reported for Sharon Thorne reflect the period of
active Board membership from 1 July 2024 to 31 December
2024.
Chair
Dominic Barton
2024
1,008
94
1,102
£
2023
908
30
938
£
Non-Executive Directors
Dean Dalla Valle
2024
285
13
19
317
A$
2023
109
6
10
125
A$
Simon Henry
2024
253
8
261
£
2023
221
3
224
£
Kaisa Hietala
2024
226
8
234
£
2023
163
18
181
£
Sam Laidlaw
2024
335
5
340
£
2023
308
5
313
£
Susan Lloyd-Hurwitz
2024
225
8
5
238
A$
2023
114
3
9
126
A$
Simon McKeon5
2024
115
6
121
A$
2023
302
7
309
A$
Martina Merz6
2024
164
8
172
£
Jennifer Nason
2024
235
13
248
£
2023
202
6
208
£
Joc O'Rourke
2024
239
5
244
£
2023
23
0
23
£
Sharon Thorne7
2024
105
7
112
£
Page-ref-Red-Dark-background.gif
For more information
further details in relation to aggregate
remuneration for executives, including Directors,
are included in note 29 (Directors’ and key
management remuneration).
Ngaire Woods
2024
234
7
241
£
2023
221
5
226
£
Ben Wyatt
2024
268
12
280
A$
2023
220
10
230
A$
Table 2 – Directors’ and executives’ beneficial interests in Rio Tinto shares
Rio Tinto plc1
Rio Tinto Limited
Movements
1 Jan
20242
31 Dec
20243
4 Feb
20254
1 Jan
20242
31 Dec
20243
4 Feb
20254
Compensation5
Other6
Directors
Dominic Barton
11,900
11,900
11,900
Peter Cunningham
63,053
74,480
74,493
20,651
(9,212)
Dean Dalla Valle
579
579
579
Simon Henry
2,000
2,200
2,200
200
Kaisa Hietala
500
1,000
1,000
500
Sam Laidlaw
7,500
7,500
7,500
Susan Lloyd-Hurwitz
1,380
1,421
1,421
41
Simon McKeon7
10,000
10,000
Martina Merz
Jennifer Nason
1,765
1,877
1,877
112
Joc O'Rourke
Jakob Stausholm
95,363
181,391
181,417
119,349
(33,295)
Sharon Thorne7
2,593
2,593
2,593
Ngaire Woods
1,482
1,482
1,482
Ben Wyatt
400
400
400
Executives
Bold Baatar
61,216
102,224
102,229
75,850
(34,837)
Alf Barrios7
47,888
45,313
74,412
(76,986)
Katie Jackson
1,044
1,044
1,049
5
Sinead Kaufman
43,633
36,564
36,592
13,104
(20,145)
Jérôme Pécresse
5,000
5,043
5,058
58
Simon Trott
19,338
441
441
26,090
29,499
29,499
72,267
(87,755)
1.Rio Tinto plc ordinary shares or American Depositary Receipts.
2.Or date of appointment, if later.
3.Or date of retirement/date stepped down from the Executive Committee, if earlier.
4.Latest practicable date prior to the publication of the 2024 Annual Report, in accordance with LR 9.8.6A.
5.Shares obtained through awards under the Rio Tinto UK Share Plan, the Global Employee Share Plan and/or vesting of the PSA, MSA and BDA granted under the Group’s LTIP arrangements.
6.Share movements due to the sale or purchase of shares, or shares received under dividend reinvestment plans.
7.Simon McKeon retired as a Non-Executive Director at the conclusion of the Rio Tinto Limited annual general meeting on 2 May 2024. Sharon Thorne was appointed Non-Executive Director
on 1 July 2024. Alf Barrios ceased to be a KMP on 31 August 2024.
Interests in outstanding BDA, MSA and PSA and UK Share Plan and the Global Employee Share Plan are set out in table 3 and 3a on pages
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Table 3 – Plan interests (awards of shares under long-term incentive plans)
Name
Award/grant
date
Market
price at
award 1,2
1 January
2024
Awarded
Lapsed/
cancelle
d
Dividend
units
Vested
31
December
2024
4
February
2025
Performance
period
concludes / 
vesting date
Date of
release
Market
price on
release
Monetary
value of
award at
release
US$3
Bold Baatar
Bonus
Deferral
Award
23 Mar 2022
£58.00
6,956
1,243
(8,199)
1 Dec 2024
1 Dec 2024
£49.88
522,704
22 Mar 2023
£53.19
5,463
5,463
5,463
1 Dec 2025
20 Mar 2024
£49.41
9,667
9,667
9,667
1 Dec 2026
Performance
Share Award
18 Mar 2019
£42.67
51,752
(3,054)
18,820
(67,518)
31 Dec 2023
22 Feb 2024
£52.16
4,501,170
16 Mar 2020
£33.58
53,272
53,272
53,272
31 Dec 2024
18 Mar 2021
£55.58
54,005
54,005
54,005
31 Dec 2025
23 Mar 2022
£58.00
44,414
44,414
44,414
31 Dec 2026
22 Mar 2023
£53.19
50,672
50,672
50,672
31 Dec 2027
9 May 2024
£55.84
65,431
65,431
65,431
31 Dec 2026
Alf Barrios
Bonus
Deferral
Award
23 Mar 2022
£58.00
6,466
1,155
(7,621)
1 Dec 2024
1 Dec 2024
£49.88
485,855
22 Mar 2023
£53.19
5,549
5,549
5,549
1 Dec 2025
20 Mar 2024
£49.41
5,904
5,904
5,904
1 Dec 2026
Performance
Share Award
18 Mar 2019
£42.67
57,011
(3,364)
20,733
(74,380)
31 Dec 2023
22 Feb 2024
£52.16
4,958,633
16 Mar 2020
£33.58
53,236
53,236
53,236
31 Dec 2024
18 Mar 2021
£55.58
54,652
54,652
54,652
31 Dec 2025
23 Mar 2022
£58.00
43,707
(3,231)
40,476
40,476
31 Dec 2026
22 Mar 2023
£53.19
51,626
(20,962)
30,664
30,664
31 Dec 2027
9 May 2024
£55.84
67,756
(52,012)
15,744
15,744
31 Dec 2026
Peter Cunningham
Bonus
Deferral
Award
23 Mar 2022
£58.00
5,203
929
(6,132)
1 Dec 2024
1 Dec 2024
£49.88
390,928
22 Mar 2023
£53.19
5,827
5,827
5,827
1 Dec 2025
20 Mar 2024
£49.41
8,415
8,415
8,415
1 Dec 2026
Management
Share Award
18 Mar 2021
£55.58
4,781
1,166
(5,947)
22 Feb 2024
22 Feb 2024
£52.16
396,464
Performance
Share Award
18 Mar 2019
£42.67
6,489
(383)
2,359
(8,465)
31 Dec 2023
22 Feb 2024
£52.16
564,330
16 Mar 2020
£33.58
7,426
7,426
7,426
31 Dec 2024
18 Mar 2021
£55.58
9,564
9,564
9,564
31 Dec 2025
23 Mar 2022
£58.00
50,405
50,405
50,405
31 Dec 2026
22 Mar 2023
£53.19
55,134
55,134
55,134
31 Dec 2027
9 May 2024
£55.84
71,195
71,195
71,195
31 Dec 2026
Katie Jackson
Management
Share Award
5 Sept 2024
£45.91
3,547
3,547
3,547
1 Mar 2025
5 Sept 2024
£45.91
10,954
10,954
10,954
1 Sept 2025
Performance
Share Award
5 Sept 2024
£45.91
18,883
18,883
18,883
31 Dec 2026
Sinead Kaufman
Bonus
Deferral
Award
23 Mar 2022
A$113.68
4,711
653
(5,364)
1 Dec 2024
1 Dec 2024
A$118.94
421,089
22 Mar 2023
A$115.45
4,278
4,278
4,278
1 Dec 2025
20 Mar 2024
A$121.30
5,060
5,060
5,060
1 Dec 2026
Performance
Share Award
18 Mar 2019
A$93.32
6,291
(372)
1,747
(7,666)
31 Dec 2023
22 Feb 2024
A$124.24
628,619
16 Mar 2020
A$77.65
8,579
8,579
8,579
31 Dec 2024
18 Mar 2021
A$110.80
41,207
41,207
41,207
31 Dec 2025
23 Mar 2022
A$113.68
36,042
36,042
36,042
31 Dec 2026
22 Mar 2023
A$115.45
40,045
40,045
40,045
31 Dec 2027
9 May 2024
A$130.23
49,145
49,145
49,145
31 Dec 2026
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Name
Award/grant
date
Market
price at
award 1,2
1
January
2024
Awarded
Lapsed/
cancelled
Dividend
units
Vested
31
Decembe
r 2024
4
February
2025
Performance
period
concludes / 
vesting date
Date of
release
Market
price on
release
Monetary
value of
award at
release
US$3
Jérôme Pécresse
Bonus
Deferral
Award
20 Mar 2024
£49.41
1,533
1,533
1,533
1 Dec 2026
Performance
Share Award
9 May 2024
£55.84
66,928
66,928
66,928
31 Dec 2026
Jakob Stausholm
Bonus
Deferral
Award
23 Mar 2022
£58.00
13,017
2,326
(15,343)
1 Dec 2024
1 Dec 2024
£49.88
978,149
22 Mar 2023
£53.19
10,488
10,488
10,488
1 Dec 2025
20 Mar 2024
£49.41
14,211
14,211
14,211
1 Dec 2026
Performance
Share Award
18 Mar 2019
£42.67
79,609
(4,697)
28,951
(103,863)
31 Dec 2023
22 Feb 2024
£52.16
6,924,153
16 Mar 2020
£33.58
74,711
74,711
74,711
31 Dec 2024
18 Mar 2021
£55.58
103,510
103,510
103,510
31 Dec 2025
23 Mar 2022
£58.00
85,126
85,126
85,126
31 Dec 2026
22 Mar 2023
£53.19
93,114
93,114
93,114
31 Dec 2027
9 May 2024
£55.84
120,232
120,232
120,232
31 Dec 2026
Simon Trott
Bonus
Deferral
Award
23 Mar 2022
A$113.68
5,494
761
(6,255)
1 Dec 2024
1 Dec 2024
A$118.94
491,035
22 Mar 2023
A$115.45
4,683
4,683
4,683
1 Dec 2025
20 Mar 2024
A$121.30
7,027
7,027
7,027
1 Dec 2026
Performance
Share Award
18 Mar 2019
£42.67
50,598
(2,986)
18,400
(66,012)
31 Dec 2023
22 Feb 2024
£52.16
4,400,770
16 Mar 2020
£33.58
52,838
52,838
52,838
31 Dec 2024
18 Mar 2021
£55.58
49,571
49,571
49,571
31 Dec 2025
23 Mar 2022
A$113.68
38,204
38,204
38,204
31 Dec 2026
22 Mar 2023
A$115.45
44,488
44,488
44,488
31 Dec 2027
9 May 2024
A$130.23
52,091
52,091
52,091
31 Dec 2026
1.Awards denominated in pounds sterling were for Rio Tinto plc ordinary shares of 10 pence each and awards denominated in Australian dollars were for Rio Tinto Limited shares. All awards
are granted over ordinary shares.
2.The weighted fair value per share of Bonus Deferral Awards granted in March 2024 was £49.37 for Rio Tinto plc and A$120.39 for Rio Tinto Limited, and for Performance Share Awards
granted in May 2024 was £33.39 for Rio Tinto plc and A$78.48 for Rio Tinto Limited. The weighted fair value per share of Management Share Awards granted in September 2024 was
£45.81 for Rio Tinto plc and for Performance Share Awards granted in September 2024 was £30.18 for Rio Tinto plc . Conditional awards are awarded at no cost to the recipient and no
amount remains unpaid on any shares awarded.
3.The amount in US dollars has been converted at the rate of US$1.278 = £1 and US$0.660 = A$1, being the average exchange rates for 2024.
4.For the Performance Share Awards granted on 16 March 2020 with a performance period that concluded on 31 December 2024, 12.75 per cent of the award vested.
5.The closing price at 31 December 2024 was £47.23 for Rio Tinto plc ordinary shares and was A$117.46 for Rio Tinto Limited ordinary shares. The high and low prices during 2024 of Rio
Tinto plc and Rio Tinto Limited shares were £58.99 and £45.09 and A$136.82 and A$105.11 respectively.
6.As of 4 February 2025, the above members of the Executive Committee held 1,733,610 shares awarded and not vested under long-term incentive plans. No Executive Committee member
held any options.
p150b.jpg
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Directors’ report  |  Remuneration report
Table 3a – Plan interests (award of shares under all-employee share arrangements)
myShare
UK Share Plan
Total activity in 2024
Plan
interests at 1
January
20241
Value of
Matching
shares
awarded in
year2 ('000)
Value of
Matching
shares
vested in
year3 ('000)
Value of
Matching
shares
awarded in
year2 ('000)
Value of
Matching
shares
vested in
year3 ('000)
Value of
Free shares
awarded in
year4 ('000)
Value of
Free shares
vested in
year4 ('000)
Grants in
year ('000)
Vesting in
year ('000)
Plan
interests at
31 December
20241
Bold Baatar
358
2
2
2
2
5
4
9
8
365
Alf Barrios
205
5
4
0
0
0
0
5
4
227
Peter Cunningham
275
2
2
0
0
5
4
7
6
284
Sinead Kaufman
149
4
4
0
0
0
0
4
4
147
Jérôme Pécresse
0
3
0
0
0
0
0
3
0
42
Jakob Stausholm
358
2
2
2
2
5
4
9
8
370
1.All shares shown are Rio Tinto plc shares except in the case of Sinead Kaufman which are Rio Tinto Limited shares.
2.myShare and UK Share Plan Matching share awards are granted on a quarterly basis (January, April, July and October) throughout the year.
3.The vesting of a Matching share is dependent on continued employment with Rio Tinto and the retention of the associated Investment share purchased by the participant for 3 years.
4.UK Share Plan Free shares vest after 3 years.
5.UK Share Plan awards shown above and the vested Matching shares under myShare are included, where relevant, in the executive’s share interests in Table 2.
6.All currency figures are shown in USD and rounded.
7.Both Katie Jackson and Simon Trott hold no unvested awards across myShare and/or UK Share Plan and also have not received or had awards vest during 2024.
Directors’ approval statement
This Directors’ Remuneration report is delivered in accordance
with a resolution of the Board, and has been signed on behalf of
the Board by:
Sam-Sig.jpg
Sam Laidlaw
People & Remuneration Committee Chair
19 February 2025
Annual Report on Form 20-F 2024
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Directors’ report 
Additional statutory disclosure
The Directors present their report and audited consolidated financial statements for the year
ended 31 December 2024.
Scope of this report
For the purposes of UK company law and
the Australian Corporations Act 2001:
The additional disclosures under the
heading “Shareholder information” on
pages 325-357 are hereby incorporated
by reference to, and form part of, this
Directors’ report.
The Strategic report on pages 1-99
provides a comprehensive review of
Rio Tinto’s operations, its financial
position and its business strategies and
prospects, and is incorporated by
reference into, and forms part of, this
Directors’ report.
Certain items that would ordinarily need
to be included in this Directors’ report
(including an indication of likely future
developments in the business of the
company and the Group) have, as
permitted, instead been discussed in the
Strategic report, while details of the
Group’s policy on addressing financial
risks and details about financial
instruments are shown in note 24 to the
consolidated financial statements.
Taken together, the Strategic report
and this Directors’ report are intended
to provide a fair, balanced and
understandable assessment of the
development and performance of the
Group’s business during the year and its
position at the end of the year; its
strategy; likely developments; and any
material or emerging risks associated
with the Group’s business.
For the purposes of compliance with DTR
4.1.5R(2) and DTR 4.1.8R, the required
content of the “Management report” can be
found in the Strategic report or this Directors’
report, including the material incorporated by
reference.
A full report on Director and executive
remuneration and shareholdings can be
found in the Remuneration report on pages
119-145, which, for the purposes of the
Australian Corporations Act 2001, forms part
of this Directors’ report.
Dual-listed structure and
constitutional documents
The dual-listed companies (DLC) structure of
Rio Tinto plc and Rio Tinto Limited, and their
constitutional provisions and voting
arrangements – including restrictions that
may apply to the shares of either company
under specified circumstances – are
described on pages 325-326.
Operating and financial review
Rio Tinto’s principal activities during 2024
were mining minerals and metals throughout
the lifecycle from exploration, development,
mining and processing, marketing, and
repurposing and renewing our assets to
create a positive legacy.
Subsidiary and associated undertakings,
principally affecting the profits or net assets
of the Group in the year, are listed in notes
30-32 to the financial statements.
The following significant changes and events
affected the Group during 2024 and up to the
date of this report:
In January 2024, we announced that,
under a new power purchase agreement
(PPA) with European Energy Australia,
we had agreed to buy all electricity from
the 1.1GW Upper Calliope Solar Farm to
provide renewable energy to Rio Tinto’s
Gladstone operations. 
In January 2024, we were informed by
authorities that a plane on its way to our
Diavik mine, carrying a number of our
people, crashed near Fort Smith,
Northwest Territories, Canada, resulting in
fatalities. The fatalities included 4
colleagues and 2 airline crew.
In February 2024, we announced we had
signed Australia's largest renewable PPA
to date to supply the Gladstone
operations in Queensland, agreeing to
buy the majority of electricity from
Windlab's planned 1.4GW Bungaban
wind energy project.
In February 2024, we announced that
Simon McKeon would step down as a
Non-Executive Director at the conclusion
of the Rio Tinto Limited annual general
meeting on 2 May 2024.
In April 2024, we announced that Bold
Baatar was appointed to the role of Chief
Commercial Officer, with effect from 1
September 2024, to lead the Group's
commercial and business development
activities globally.
In June 2024, we announced that we will
install carbon free aluminium smelting
technology at our Arvida smelter in
Québec, Canada, using the first
technology licence issued by the ELYSIS
joint venture. This investment will support
the ongoing development of the
breakthrough ELYSISTM technology and
allow Rio Tinto to build expertise in its
installation and operation.
In July 2024, we announced that all
conditions have now been satisfied for
Rio Tinto's investment to develop the
Simandou high-grade iron ore deposit in
Guinea, including the completion of
necessary Guinean and Chinese
regulatory approvals. The transaction was
expected to be completed during the
week of 15 July 2024.
In July 2024, we announced that Katie
Jackson was appointed as Chief
Executive, Copper. She joined Rio Tinto
on 1 September 2024 and is based
in London.
In September 2024, we hosted a site visit
for the financial community to our
Aluminium and Iron & Titanium operations
in Quebec, Canada. The visit showcased
the world-class, hydro-powered
aluminium smelters in the Saguenay,
including the Shipshaw Power Station
and construction progress at the low-
carbon AP TechnologyTM AP60 smelter,
and the Iron & Titanium facility at Sorel-
Tracy, the world's largest critical minerals
and metallurgical complex.
In October 2024, we confirmed that we
made an approach to Arcadium Lithium
regarding a potential acquisition.
In October 2024, we announced a
definitive agreement to acquire Arcadium
Lithium plc (Arcadium) in an all-cash
transaction for US$5.85 per share. This
transaction will bring Arcadium’s world-
class, complementary lithium business
into our portfolio, establishing a global
leader in energy transition commodities.
In November 2024, we announced that
we will be taking up our pro rata
entitlements in the entitlement offer and
the level of participation by Energy
Resources of Australia shareholders. We
will hold over 98% of ERA's shares.
In December 2024, we announced we
signed a Term Sheet for a Joint Venture
with Sumitomo Metal Mining  to deliver
the Winu copper-gold project, located in
the Great Sandy Desert region of
Western Australia.
In December, we announced that initial
Mineral Resources and Ore Reserves for
the Salar del Rincon lithium brine deposits
in Argentina will be developed by Rio Tinto.
Mineral Resources inclusive of Ore
Reserves comprise 1.54 Mt Lithium
Carbonate Equivalent (LCE) of Measured
Resources, 7.85 Mt LCE of Indicated
Resources and 2.29 Mt LCE of Inferred
Resources. The Ore Reserves comprise
2.07 Mt LCE of Probable Ore Reserves.
In December 2024, we held our 2024
Investor Seminar in London, providing
updates on our strategy of investing for a
stronger, more diversified and growing
portfolio to ensure the long-term delivery of
attractive shareholder returns.
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In December 2024 we announced that we
had approved $2.5 billion to expand the
Rincon project in Argentina, the
company's first commercial scale lithium
operation, demonstrating commitment to
building a world-class battery materials
portfolio.
In December 2024, we announced the
appointment of Georgie Bezette as Chief
People Officer, succeeding James Martin,
who retired at the end of 2024.
Globe-red_1.gif
For more information visit riotinto.com/invest
In 2024 and 2023, the Group did not receive
any public takeover offers from third parties
in respect of Rio Tinto plc shares or Rio Tinto
Limited shares.
Details of events that took place after the
balance sheet date are further described in
note 39 to the financial statements.
Risk identification, assessment
and management
The Group’s risk factors are listed on pages
91-98. The Group’s approach to risk
management is discussed on pages 88-90.
Financial instruments
Details of the Group’s financial risk
management objectives and policies, and
exposure to risk, are described in note 24 to
the financial statements.
Share capital
Details of the Group’s share capital as at
31 December 2024 are described in note 34
to the financial statements. Details of the
rights and obligations attached to each class
of shares are covered on page 325, under
the heading “Voting arrangements”.
Details of certain restrictions on holding
shares in Rio Tinto and certain
consequences triggered by a change of
control are described on page 326 under the
heading “Limitations on ownership of shares
and merger obligations”. There are no other
restrictions on the transfer of ordinary
Rio Tinto shares, save for:
Restrictions that may from time to time be
imposed by laws, regulations or Rio Tinto
policy (for example, relating to market
abuse, insider dealing, share trading or an
Australian foreign investment).
Restrictions on the transfer of shares that
may be imposed following a failure to
supply information required to be disclosed,
or where registration of the transfer may
breach a court order or a law, or in relation
to unmarketable parcels of shares.
Restrictions on the transfer of certain
shares awarded under an employee
share plan in accordance with the terms
of those awards.
At the AGMs held in 2024, shareholders
authorised:
The on-market purchase by Rio Tinto plc
or Rio Tinto Limited or its subsidiaries of
up to 125,141,768 Rio Tinto plc shares
(representing approximately 10% of
Rio Tinto plc’s issued share capital,
excluding Rio Tinto plc shares held in
Treasury at that time).
The off-market purchase by Rio Tinto plc of
up to 125,141,768 Rio Tinto plc shares
acquired by Rio Tinto Limited or its
subsidiaries under the above authority.
The on-market buy-back by Rio Tinto
Limited of up to 55.6 million Rio Tinto
Limited shares (representing
approximately 15% of Rio Tinto Limited’s
issued share capital at that time).
Substantial shareholders
Details of substantial shareholders are
included on page 326.
Dividends
Details of dividends paid and declared for
payment, together with the company’s
shareholder returns policy, can be found on
page 21 .
Waived dividends
The number of shares on which Rio Tinto plc
dividends are based excludes those held as
treasury shares and those held by employee
share trusts that waived the right to
dividends. Employee share trusts waived
dividends on 151,144 Rio Tinto plc ordinary
shares and 30,888 American depositary
receipts (ADRs) for the 2023 final dividend,
and on 81,491 Rio Tinto plc ordinary shares
and 34,574 ADRs for the 2024 interim
dividend. (2023: on 110,774 Rio Tinto plc
ordinary shares and 31,831 ADRs for the
2022 final dividend, and on 99,016 Rio Tinto
plc ordinary shares and 35,066 ADRs for the
2023 interim dividend; 2022: on 194,321 Rio
Tinto plc ordinary shares and 30,162 ADRs
for the 2021 final dividend and on 111,443
Rio Tinto plc ordinary shares and 35,132
ADRs for the 2022 interim dividend). In 2024,
2023 and 2022, no Rio Tinto Limited shares
were held by Rio Tinto plc.
The number of shares on which Rio Tinto
Limited dividends are based, excludes those
held by shareholders who have waived the
rights to dividends. Employee share trusts
waived dividends on 32,540 Rio Tinto
Limited ordinary shares for the 2023 final
dividend and on 35,713 shares for the 2024
interim dividend (2023: on 35,010 shares for
the 2022 final dividend and on 34,607 shares
for the 2023 interim dividend; 2022: on
36,517 shares for the 2021 final dividend and
on 31,368 shares for the 2022
interim dividend).
Purchases: Rio Tinto plc shares
Shares of 10p each and Rio Tinto plc American Depositary Receipts (ADRs)
Total number of shares
purchased1
Average price per
share US$2
Total number of shares
purchased to satisfy
company dividend
reinvestment plans
Total number of shares
purchased to satisfy
employee share plans
Total number of shares
purchased as part of
publicly announced plans or
programs3
Maximum number of shares
that may be purchased
under plans or programs
2024
1 to 31 Jan
125,083,2175
1 to 28 Feb
125,083,2175
1 to 31 Mar
125,083,2175
1 to 30 Apr
512,774
67.21
459,592
53,182
125,141,7686
1 to 31 May
125,141,7686
1 to 30 Jun
125,141,7686
1 to 31 Jul
125,141,7686
1 to 31 Aug
125,141,7686
1 to 30 Sep
2,006
70.36
2,006
125,141,7686
1 to 31 Oct
934,735
69.66
901,717
33,018
125,141,7686
1 to 30 Nov
125,141,7686
1 to 31 Dec
137,748
58.76
137,748
125,141,7686
Total
1,587,2634
67.92
1,363,315
223,948
2025
1 to 31 Jan
125,141,7686
1 to 04 Feb
125,141,7686
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Purchases: Rio Tinto Limited shares
Total number of shares
purchased1
Average price per
share $2
Total number of shares
purchased to satisfy
company dividend
reinvestment plans
Total number of shares
purchased to satisfy
employee share plans7
Total number of shares
purchased as part of
publicly announced plans or
programs3
Maximum number of shares
that may be purchased
under plans or programs
2024
1 to 31 Jan
55,600,0008
1 to 28 Feb
55,600,0008
1 to 31 Mar
55,600,0008
1 to 30 Apr
762,626
83.41
626,520
136,106
55,600,0008
1 to 31 May
55,600,0009
1 to 30 Jun
55,600,0009
1 to 31 Jul
55,600,0009
1 to 31 Aug
55,600,0009
1 to 30 Sep
438,316
87.00
438,316
55,600,0009
1 to 31 Oct
178,828
80.25
178,828
55,600,0009
1 to 30 Nov
55,600,0009
1 to 31 Dec
55,600,0009
Total
1,379,770
84.25
1,064,836
314,934
2025
1 to 31 Jan
582,366
73.38
582,366
55,600,0009
1 to 07 Feb
55,600,0009
1.Monthly totals of purchases are based on the settlement date.
2.The shares were purchased in the currency of the stock exchange on which the purchases took place and the sale price has been converted into US dollars at the exchange rate on the date
of settlement.
3.Shares purchased in connection with the dividend reinvestment plans and employee share plans are not deemed to form any part of any publicly announced plan or program.
4.This figure represents 0.126% of Rio Tinto plc issued share capital at 31 December 2024.
5.At the Rio Tinto plc AGM held in 2023, shareholders authorised the on-market purchase by Rio Tinto plc, and Rio Tinto Limited and its subsidiaries of up to 125,083,217 Rio Tinto plc shares.
This authorisation expired at the 2024 AGM on 4 April 2024.
6.At the Rio Tinto plc AGM held in 2024, shareholders authorised the on-market purchase by Rio Tinto plc, and Rio Tinto Limited and its subsidiaries of up to 125,141,768 Rio Tinto plc shares.
This authorisation will expire on the later of 5 July 2024 or the date of the 2024 AGM.
7.The average price of shares purchased on-market by the trustee of Rio Tinto Limited’s employee share trust during 2024 was $80.31.
8.At the Rio Tinto Limited AGM held in 2023, shareholders authorised the off-market and/or on-market buy-back of up to 55.6 million Rio Tinto Limited shares.
9.At the Rio Tinto Limited AGM held in 2024, shareholders authorised the on-market buy-back of up to 55.6 million Rio Tinto Limited shares.
Our disclosure on Board and executive management diversity in line with UK Listing Rules (UKLR 22.2.30R(2)) is set out below.
Gender reporting categories as at 31 December 2024
Gender
Number of
Board members
% of
Board
Number of senior positions
on the board (e.g. CEO/
CFO, SID & Chair)
Number in
executive
management
% of executive
management
Men
8
57%
4
8
67%
Women
6
43%
4
33%¹
Not specified/prefer not to say
1.On 1 January 2025, Georgie Bezette replaced James Martin as Chief People Officer. Alf Barrios stepped down as Chief Commercial Officer on 1 September 2024, when Bold Baatar
succeeded him in this role. Alf Barrios continued as Chair for China, Japan and Korea and Executive Committee member until his retirement at the end of 2024. Effective 1 January 2025 the
composition of the Executive Committee is 6 men (55%) and 5 women (45%).
Ethnicity reporting categories as at 31 December 2024
ONS ethnicity category
Number of
Board members
% of
Board
Number of senior positions
on the board (e.g. CEO/
CFO, SID & Chair)
Number in
executive
management
% of executive
management
White British or other White (including minority-white groups)
13
93%
4
7
58%
Mixed/Multiple Ethnic Groups
1
8%
Asian/Asian British
Black/African/Caribbean/Black British
Other Ethnic Group
1
7%
Not specified/prefer not to say
4
33%
For the Executive Committee, gender data was collected via self disclosure in the HR system;  data on ethnicity reporting categories was collected via a voluntary self identification survey. For
the Board, gender and ethnicity reporting categories were collected via a voluntary self identification survey.
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AGM Disclosures
At Rio Tinto plc’s AGM on 4 April 2024,
Resolution 25 (“Authority to purchase
Rio Tinto plc shares”) was passed with less
than 80% of votes in favour, and Shining
Prospect (a subsidiary of the Aluminium
Corporation of China (Chinalco)) voted
against. Chinalco has not sold any Rio Tinto
plc shares and now has a holding of over
14%, given its non-participation in Rio Tinto’s
significant share buyback programs. This
places Chinalco close to the 14.99% holding
threshold agreed with the Australian
Government at the time of Chinalco’s original
investment in 2008.
Directors and executives
The names of Directors and their periods of
appointment are listed on pages 102-103,
together with details of each Director’s
qualifications, experience and
responsibilities, and current directorships.
There are no family relationships between any
of our Directors or executives. None of our
Directors or Executive Committee members are
elected or appointed under any arrangement or
understanding with any major shareholder,
customer, supplier or otherwise.
A table of Directors’ attendance at Board and
committee meetings during 2024 is on page
Directors’ experience and independence
The Chair was considered independent upon
his appointment and, in the Board’s view, he
continues to satisfy the tests for
independence under the ASX Principles and
NYSE Standards.
The Board is satisfied that all of its Non-
Executive Directors are independent in
character and judgement, and are free from
any relationships (material or otherwise) or
circumstances that could create a conflict of
interest.
On joining Rio Tinto, all Directors receive a
full, formal induction program. It is delivered
over a number of months, and tailored to
their specific requirements, taking into
account their respective committee
responsibilities. 
All Directors are expected to commit to
continuing their development during their
tenure. This is supported through a
combination of site visits, teach-ins, deep
dives, and internal business and operational
briefings provided in or around scheduled
Board and committee meetings.
The notice of AGM provides all material
information in Rio Tinto’s possession relevant
to decisions on election and re-election of
Directors, including a statement from the
Board that it considers all Directors continue
to perform effectively and demonstrate
appropriate levels of commitment. It also
provides reasons why each Director is
recommended for re-election, highlighting
their relevant skills and experience. Further
information on the skills and experience of
each Director is set out on pages 102-103.
Previous listed directorships
Details of each Director’s previous
directorships of other listed companies
(where relevant) held in the past 3 years are
set out below:
Martina Merz: thyssenkrupp AG (February
2019-June 2023); Siemens AG (February
2023 - February 2024)
Ben Wyatt: APM Human Services
International Limited (September 2022 -
October 2024)
Directors’ and executives’
beneficial interests
A table of Directors’ and executives’
beneficial interests in Rio Tinto shares is on
page 142.
Directors’ service contracts
The company has written agreements setting
out the terms of appointment for each
Director and senior executive. Non-Executive
Directors are appointed by letters of
appointment. Executive Directors and other
senior executives are employed through
employment service contracts. Further
information is set out on pages 136, 138 and
139 in the Remuneration report.
Secretaries
The Group Company Secretary is
accountable to the Board and advises the
Chair, and through the Chair the Board, on
all governance matters. The appointment
and removal of the Group Company
Secretary is a matter reserved for the Board.
Andy Hodges is Group Company Secretary
and Company Secretary of Rio Tinto plc. Tim
Paine is the Company Secretary of Rio Tinto
Limited. Andy’s and Tim’s qualifications and
experience are described on page 103.
Indemnities and insurance
The Articles of Association of Rio Tinto plc
and the Constitution of Rio Tinto Limited
provide for them to indemnify, to the extent
permitted by law, Directors and officers of the
companies, including officers of certain
subsidiaries, against liabilities arising from
the conduct of the Group’s business. The
Directors, Group Company Secretary and
Company Secretary of Rio Tinto Limited,
together with employees serving as Directors
of eligible subsidiaries at the Group’s
request, have also received similar direct
indemnities. Former Directors also received
indemnities for the period in which they were
Directors. These are qualifying third-party
indemnity provisions for the purposes of the
UK Companies Act 2006, in force during the
financial year ended 31 December 2024 and
up to the date of this report. During 2024,
Rio Tinto paid legal costs under the terms of
those indemnities for certain former Directors
and officers totalling $610,486.
Qualifying pension scheme indemnity
provisions as defined by section 236 of the
UK Companies Act 2006 and other
applicable legal jurisdictions were in force
during the course of the financial year ended
31 December 2024 and up to the date of this
Directors’ report, for the benefit of trustees of
the Rio Tinto Group pension and
superannuation funds across various
jurisdictions. No amount has been paid
under any of these indemnities during the
year.
The Group has agreed to pay a premium for
Directors’ and officers’ insurance. Disclosure
of the nature of the liability covered by the
insurance and premium paid is subject to
confidentiality requirements under the
contract of insurance.
Oversight of whistleblowing procedures
Our whistleblowing process is overseen by
the Board. Every member of the workforce
has access to the whistleblowing program
(myVoice); details of the program are on
page 86.
Labour and engagement policies
Labour relations
We also work together with our employees
and their unions, and we seek constructive
dialogue and fair solutions while maintaining
the competitiveness of our managed
operations. In 2024, we did not have
operations disruptions affecting production
due to industrial actions.
Employment of people with a disability
We acknowledge the systemic barriers
facing people with disabilities in attaining
meaningful employment. We further
acknowledge the efforts necessary to fully
support people with disabilities and we seek
to implement the accommodations they need
to fulfil their role, or an alternative role if
required.
Our Respect, Inclusion and Diversity Policy
sets out our expectations around the
behaviours needed for an inclusive and
diverse workplace, where we embrace
different perspectives, valuing diversity as a
strength.
Our Employment Policy outlines how we
are committed to preventing discrimination
and that we employ on the basis of job
requirements and do not discriminate on
grounds of disability or any other protected
characteristic. It also explains how we ensure
our people are trained to perform their roles.
More information can be found at
riotinto.com/policies.
We remain a member of the IncludeAbility
Employer Network, which was set up by the
Australian Human Rights Commission and
aims to increase access to meaningful
employment opportunities for people
with a disability. We will continue to seek
ways to improve how we provide meaningful
opportunities for people with a disability
and are also working to reduce these
barriers as part of our response to the
recommendations in the Everyday
Respect Report.
Engagement with UK employees
Our statement on engagement with UK
employees is on page 106.
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Engagement with suppliers, customers
and others in a business relationship with
the company
Our statement on engagement with
suppliers, customers and others in a
business relationship with the company is on
page 108.
Political donations
Rio Tinto prohibits the use of its funds to
support political candidates or parties. No
donations were made by the Group to parties
or political candidates during the year. At Rio
Tinto, we respect every country’s political
process and do not get involved in political
matters, nor do we make any type of
payments to political parties or political
candidates. In the US, in accordance with the
Federal Election Campaign Act, we provide
administrative support for the Rio Tinto
America Political Action Committee (PAC),
which was created in 1990 and encourages
voluntary employee participation in the political
process. All Rio Tinto America PAC employee
contributions are reviewed for compliance with
federal and state laws and are publicly
reported in accordance with US election laws.
The PAC is controlled by neither Rio Tinto nor
any of its subsidiaries, but instead by a
governing board of 5 employee members on a
voluntary basis. In 2024, contributions to
Rio Tinto America PAC by 14 employees
amounted to $14,815 and Rio Tinto America
PAC donated $10,500 in political contributions
in 2024.
Government regulations
Our operations around the world are subject
to extensive laws and regulations imposed
by local, state, provincial and federal
governments. In addition to these laws,
several of our operations are governed by
specific agreements made with
governments, some of which are enshrined
in legislation.
The geographic and product diversity of our
operations reduces the likelihood of any single
law or government regulation having a material
effect on the Group’s business as a whole.
Environmental regulations
Rio Tinto is subject to various environmental
laws and regulations in the countries where it
has operations. We measure our
performance against environmental
regulation by tracking and rating incidents
according to their actual environmental and
compliance impacts using 5 severity
categories (very low, low, moderate, high or
very high). Incidents with a consequence
rating of high or very high are of a severity
that requires notification to the relevant
product group head and the Rio Tinto Chief
Executive immediately after the incident
occurring. In 2024, there were no
environmental incidents at managed
operations with a high impact.
During 2024, 7 managed operations incurred
fines amounting to $604,845 (2023:
$986,968). Details of these fines are reported
in the Our approach to ESG section on
page 39.
Australian corporations that exceed specific
greenhouse gas (GHG) emissions or energy
use thresholds have obligations under the
Australian The National Greenhouse and
Energy Reporting Act 2007 (NGER). All
Rio Tinto entities covered under this Act have
submitted their annual NGER reports by the
required 31 October 2024 deadline.
Further information on the Group’s
environmental performance is included in the
Our approach to ESG section on pages 32-87,
and at riotinto.com/sustainabilityreporting.
Energy efficiency action
Details of the measures taken to increase
the company’s energy efficiency are reported
on pages 32-75.
Energy consumption (equity basis)1, 2, 3
Energy consumption in PJ
2024
20235
From activities including the
combustion of fuel and the
operation of facilities
372
374
From the net purchase of
electricity, heat, steam or cooling4
118
114
Total energy consumed
490
488
1.Rio Tinto does not report on the proportion of energy
consumption associated with the UK and offshore area
since it has no producing assets in the UK, only offices,
and consequently falls below Rio Tinto’s threshold level
of reporting.
2.Our approach and methodology used for the
determination of measuring energy consumption is
available at riotinto.com/sustainabilityreporting.
3.Data reported is equity basis, and includes total energy
less export to others.
4.Rio Tinto exports electricity and steam to others and
exports are netted from our purchases.
5.Numbers restated from those originally published to
ensure comparability over time.
Greenhouse gas (GHG) emissions
(in million tonnes CO2e)6, 7, 8
2024
20235
Scope 19
23.0
23.3
Scope 210
6.9
9.3
Total Scope 1 and 2 emissions
29.8
32.6
Carbon credits11
1.1
0.0
Total net Scope 1 and 2
emissions (with credits)12
28.7
32.6
Operational emissions intensity (t
CO2e/t Cu-eq)(equity)13
6.1
6.8
Scope 2 (location based)
7.8
7.8
6.Rio Tinto’s GHG emissions for our operations (RT share:
actual equity basis) are reported in accordance with the
requirements under Part 7 of the UK Companies Act
2006 (Strategic report and Directors’ report) Regulations
2013.  This GHG data represents Scope 1 and market-
based Scope 2 data on equity basis. Our approach and
methodology used for the determination of these
emissions are available at riotinto.com/sustainability
reporting.
7.Rio Tinto’s GHG emissions inventory is based on
definitions provided by The World Resource Institute/
World Business Council for Sustainable Development
Greenhouse Gas Protocol: A Carbon Reporting and
Accounting Standard (Revised Edition) (2015).
8.Rio Tinto does not report on the proportion of CO2
emissions associated with the UK and offshore area
since it has no producing assets in the UK, only offices,
and consequently falls below Rio Tinto’s threshold level
of reporting.
9.Scope 1 GHG emissions are direct GHG emissions from
facilities fully or partially owned or controlled by Rio Tinto
(equity share basis). They include fuel use,
on-site electricity generation, anode and reductant use,
process emissions, land management and livestock.
10.Scope 2 emissions are presented on equity share basis,
for market based reporting Scope 2 includes the use of
Energy Attribution Certificates. Our approach and
methodology used for the determination of these emissions
are available at riotinto.com/sustainabilityreporting.
11.Carbon credits used towards our 2024 net emissions
calculations include Australian Carbon Credit Units
(ACCUs) that were retired for compliance for the period 1
January to 30 June 2024 plus a projection of the number
of ACCUs we expect to retire for the period 1 July to 31
December 2024. This projection is based on our Scope 1
emissions for the period 1 July - 31 December 2024. For
details, refer to the table “Carbon credits retired towards
net emissions (equity basis)” in the Rio Tinto
Sustainability Factbook.
12.Total emissions are the sum of Scope 1 and scope 2
emissions. Total emissions include scope 1 emissions 
resulting from production of electricity exported to third
parties. These emissions exclude indirect emissions
associated with transportation and use of our products
reported under Scope 3 emissions at riotinto.com/
sustainabilityreporting.
13.Historical information for copper equivalent intensity has
been restated inline with the 2023 review of commodity
pricing to allow comparability over time.
Exploration, research and development
The Group carries out exploration, research
and development as described in the product
group on pages 24-31. Exploration and
evaluation costs, net of any gains and losses
on disposal, generated a net loss before tax
of $936 million (2023: $1,230 million).
Research and development costs were $398
million (2023: $245 million).
Dealing in Rio Tinto securities
Rio Tinto securities dealing policy restricts
dealing in Rio Tinto securities by Directors
and employees who may be in possession of
inside information. These individuals must
seek clearance before any proposed dealing
takes place.
Our policy also prohibits such persons from
engaging in hedging or other arrangements
that limit the economic risk in connection to
Rio Tinto securities issued, or otherwise
allocated, as remuneration that are either
unvested, or that have vested but remain
subject to a holding period. We also impose
restrictions on a broader group of
employees, requiring them to seek clearance
before engaging in similar arrangements
over any Rio Tinto securities.
Financial reporting
Financial statements
The Directors are required to prepare
financial statements for each financial period
that give a true and fair view of the state of
the Group at the end of the financial period,
together with profit or loss and cash flows for
that period. This includes preparing financial
statements in accordance with UK-adopted
international accounting standards,
applicable UK law (Companies Act 2006),
Australian law (Corporations Act 2001) as
amended by the ASIC class order and
preparing a Remuneration report that
includes the information required by
Regulation 11, Schedule 8 of the Large and
Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008
(as amended) and the Australian
Corporations Act 2001.
In addition, the UK Corporate Governance
Code recommends that the Board provide a
fair, balanced and understandable
assessment of the company’s position and
prospects in its external reporting.
Rio Tinto’s management conducts extensive
review and challenge in support of the
Board’s obligations, aiming to strike a
balance between positive and negative
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statements and provide good linkages
throughout the Annual Report.
The Directors were responsible for the
preparation and approval of the Annual
Report for the year ended 31 December
2024. They consider the Annual Report,
taken as a whole, to be fair, balanced and
understandable, and that it provides the
information necessary for shareholders to
assess the Group’s position, performance,
business model and strategy.
The Directors are responsible for maintaining
proper accounting records, in accordance with
UK and Australian legislation. They have a
general responsibility to safeguard the assets of
the Group, and to prevent and detect fraud and
other irregularities. The Directors are also
responsible for ensuring that appropriate
systems are in place to maintain and preserve
the integrity of the Group’s website.
Legislation in the UK governing the preparation
and dissemination of financial statements may
differ from current and future legislation in other
jurisdictions. The work carried out by the
Group’s external auditors does not take into
account such legislation and, accordingly, the
external auditors accept no responsibility for
any changes to the financial statements after
they are made available on the Group’s
website.
The Directors, senior executives, senior
financial managers and other members of staff
who are required to exercise judgement while
preparing the Group’s financial statements, are
required to conduct themselves with integrity
and honesty, and in accordance with the
highest ethical standards, as are all Group
employees.
The Directors consider that the 2024 Annual
Report presents a true and fair view and has
been prepared in accordance with applicable
accounting standards, using the most
appropriate accounting policies for
Rio Tinto’s business, and supported by
reasonable judgements and estimates. The
accounting policies have been consistently
applied as described on pages 154-161, and
Directors have received a written statement
from the Chief Executive and the Chief
Financial Officer to this effect. In accordance
with the internal control requirements of the
Code and the ASX Principles, this written
statement confirms that the declarations in
the statement are founded on a sound
system of risk management and internal
controls, and that the system is operating
effectively in all material respects in relation
to financial reporting risks.
Disclosure controls and procedures
The Group maintains disclosure controls and
procedures, as defined in US Securities
Exchange Act of 1934 (Exchange Act) Rule
13a-15(e). Management, with the
participation of the Chief Executive and Chief
Financial Officer, has evaluated the
effectiveness of the Group’s disclosure
controls and procedures in relation to US
Exchange Act Rule 13a-15(b), as of the end
of the period covered by this report, and has
concluded that the Group’s disclosure
controls and procedures were effective at a
reasonable assurance level.
We have a thorough and rigorous review
process in place to ensure integrity of the
periodic reports we release to the market.
We communicate with the market through
accurate, clear, concise and effective
reporting, and contents of periodic reports
are verified by the subject matter experts and
reviewed by the relevant Group functions.
Such reports are then reviewed and
considered by the Group Disclosure
Committee for release to the market. 
To ensure that trading in our securities takes
place in an informed and orderly market, we
have established a Disclosure Committee to
oversee compliance with our continuous
disclosure obligations. The Group Disclosure
and Communications Policy, and the terms
of reference of our Disclosure Committee,
together with our adopted procedures in
relation to disclosure and management of
relevant information, support compliance with
our disclosure obligations. A copy of the
Group Disclosure and Communications
Policy is available on the website.
The members of the Committee are the
Chief Executive; the Chief Financial Officer;
the Group Company Secretary; the Chief
Legal Officer, Governance & Corporate
Affairs; the Head of Investor Relations; and
the Chief Executive, Australia.
Consistent with the Group’s disclosure
protocols, the Board is provided with copies
of all material market announcements
promptly after they are released to the
market.
Management’s report on internal control
over financial reporting
Management is responsible for establishing
and maintaining adequate internal controls
over financial reporting. These controls,
designed under the supervision of the Chief
Executive and Chief Financial Officer,
provide reasonable assurance regarding the
reliability of the Group’s financial reporting
and the preparation and presentation of
financial statements for external reporting
purposes, in accordance with International
Financial Reporting Standards (IFRS) as
defined on page 154.
The Group’s internal controls over financial
reporting include policies and procedures
designed to ensure the maintenance of
records that:
accurately and fairly reflect transactions
and dispositions of assets,
provide reasonable assurances that
transactions are recorded as necessary,
enabling the preparation of financial
statements in accordance with IFRS, and that
receipts and expenditures are made with the
authorisation of management and Directors of
each of the companies, and
provide reasonable assurance regarding
the prevention or timely detection of
unauthorised acquisition, use or
disposition of the Group’s assets that
could have a material effect on its
financial statements.
Due to inherent limitations, internal controls
over financial reporting cannot provide
absolute assurance. Similarly, these controls
may not prevent or detect all misstatements,
whether caused by error or fraud, within each
of Rio Tinto plc and Rio Tinto Limited.
There were no changes to internal controls
over financial reporting during the relevant
period that have materially affected, or were
reasonably likely to materially affect, the
internal control over financial reporting of
Rio Tinto plc and Rio Tinto Limited.
Management’s evaluation of the
effectiveness of the company’s internal
controls over financial reporting was based
on criteria established in the Internal Control-
Integrated Framework (2013), issued by the
Committee of Sponsoring Organizations of
the Treadway Commission. Following this
evaluation, management concluded that our
internal controls over financial reporting were
effective as at 31 December 2024.
Application of and compliance with
governance codes and standards
Our shares are listed on both the Australian
Securities Exchange (ASX) and the London
Stock Exchange (LSE), We comply with the:
London Stock Exchange – UK Corporate
Governance Code (2018 version) (the UK
Code) and the Australian Securities
Exchange – ASX Corporate Governance
Council’s Corporate Governance Principles
and Recommendations (4th edition) (the
ASX Principles).
In addition, as a foreign private issuer (FPI)
with American depositary receipts (ADRs)
listed on the New York Stock Exchange
(NYSE), we report any significant corporate
governance differences from the NYSE
listing standards (NYSE Standards) followed
by US companies.
Statement of compliance with the UK
Code and ASX Principles
Throughout 2024, and as at the date of this
report, the Group has complied with all the 
Principles of the UK Code and the ASX
Principles, and all the relevant provisions.
For the purposes of ASX Listing Rule 4.10.3
and the ASX Principles, pages 100-118 and
146-152 of this report form our “Corporate
Governance Statement”. This statement is
current as at 19 February 2025, unless
otherwise indicated, and has been approved
by the Board. Further information on our
corporate governance framework and practices
is available at riotinto.com/
corporategovernance.
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Difference from NYSE Standards
We consider that our practices are broadly
consistent with the NYSE Standards, There are
the following exceptions where the literal
requirements of the NYSE Standards are not
met due to differences in corporate governance
between the US, UK and Australia:
The NYSE Standards state that US
companies must have a nominating/
corporate governance committee which,
in addition to identifying individuals
qualified to become board members,
develops and recommends to the
Board a set of corporate governance
principles applicable to the company.
Our Nominations Committee does not
develop corporate governance principles
for the Board’s approval. The Board itself
develops such principles.
Under US securities law and the NYSE
Standards, the company is required
to have an audit committee that is
directly responsible for the appointment,
compensation, retention and oversight of
the work of external auditors. While our
Audit & Risk Committee makes
recommendations to the Board on these
matters, and is subject to legal and
regulatory requirements on oversight of
audit tenders, the ultimate responsibility for
the appointment and retention of the
external auditors of Rio Tinto rests with
the shareholders.
Under US securities law and the NYSE
Standards, an audit committee is required
to establish procedures for the receipt,
retention and treatment of complaints
regarding accounting, internal accounting
controls and audit matters. The
whistleblowing program (myVoice)
enables employees to raise any concerns
confidentially or anonymously. The Board
has responsibility to ensure that the
program is in place and to review the
reports arising from its operations.
Non-audit services and auditor
independence
Details of the non-audit services and a
statement of independence regarding the
provision of non-audit services undertaken
by our external auditor, including the
amounts paid for non-audit services, are set
out on page 115 of the Directors’ report.
Going concern
The Directors, having made appropriate
enquiries, have satisfied themselves that it is
appropriate to adopt the going concern basis
of accounting in preparing the financial
statements. Additionally, the Directors have
considered longer-term viability, as described
in their statement on page 90.
2025 annual general meetings
The 2025 AGMs will be held on 3 April 2025
in London, UK and 1 May 2025 in Perth,
Australia. Separate notices of the 2025
AGMs will be produced for the shareholders
of each company.
Directors’ approval statement
The Directors’ report is delivered in
accordance with a resolution of the Board.
Dom-Sig.jpg
Dominic Barton
Chair
19 February 2025
p158b (1).jpg
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2024 Financial Statements
About Rio Tinto
Our people
About the presentation of our consolidated financial statements
Note 25 Average number of employees
Note 26 Employment costs and provisions
Consolidated primary statements
Note 27 Share-based payments
Consolidated income statement
Note 28 Post-retirement benefits
Consolidated statement of comprehensive income
Note 29 Directors’ and key management
personnel remuneration
Consolidated cash flow statement
Consolidated balance sheet
Consolidated statement of changes in equity
Our Group structure
Note 30 Principal subsidiaries
Notes to the consolidated financial statements
Note 31 Principal joint operations
Our financial performance
Note 32 Entities accounted under the equity method
Note 1 Financial performance by segment
Note 33 Related-party transactions
Note 2 Earnings per ordinary share
Note 3 Dividends
Our equity
Note 4 Impairment charges net of reversals
Note 34 Share capital 
Note 5 Acquisitions and disposals
Note 35 Other reserves and retained earnings
Note 6 Revenue by destination and product
Note 7 Net operating costs (excluding items
disclosed separately)
Other notes
Note 36 Other provisions
Note 8 Exploration and evaluation expenditure
Note 37 Contingencies and commitments
Note 9 Finance income and finance costs
Note 38 Auditors’ remuneration
Note 10 Taxation
Note 39 Events after the balance sheet date
Note 40 New standards issued but not yet effective
Our operating assets
Note 11 Goodwill
Report of Independent Registered Public
Accounting Firms
Note 12 Intangible assets
Note 13 Property, plant and equipment
Note 14 Close-down and restoration provisions
Additional financial Information
Note 15 Deferred taxation
Financial information by business unit
Note 16 Inventories
Alternative performance measures
Note 17 Receivables and other assets
Note 18 Trade and other payables
Our capital and liquidity
Note 19 Net debt
Note 20 Borrowings
Note 21 Leases
Note 22 Cash and cash equivalents
Note 23 Other financial assets and liabilities
Note 24 Financial instruments and risk management
Camera-red_accent.gif
Image: West Angelas iron ore mine, Australia.
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About Rio Tinto
In 1995, Rio Tinto plc, incorporated in the UK and listed on the
London and New York Stock Exchanges, and Rio Tinto Limited,
incorporated in Australia and listed on the Australian Securities
Exchange, formed a dual-listed companies structure (DLC). Under the
DLC, Rio Tinto plc and Rio Tinto Limited are viewed as a single
economic enterprise, with common boards of directors, and the
shareholders of both companies have a common economic interest in
the DLC. International Financial Reporting Standards-compliant
consolidated financial statements of the Rio Tinto Group are prepared
on this basis, with the interests of shareholders of both companies
presented as the equity interests of shareholders in the Rio Tinto
Group. This is in accordance with the principles and requirements of
International Financial Reporting Standards.
Rio Tinto’s business is finding, mining, and processing mineral
resources. Major products are iron ore, aluminium, copper, industrial
minerals (borates, titanium dioxide and salt) and diamonds. Activities
span the world and are strongly represented in Australia and North
America, with significant businesses in Asia, Europe, Africa and South
America.
Rio Tinto plc’s registered office is at 6 St James’s Square, London
SW1Y 4AD, UK. Rio Tinto Limited’s registered office is at Level 43,
120 Collins Street, Melbourne VIC 3000, Australia.
About the presentation of our consolidated
financial statements
All financial statement values are presented in US dollars (USD) and
rounded to the nearest million (US$m), unless otherwise stated.
Where applicable, comparatives have been adjusted to measure or
present them on the same basis as current-year figures.
Our financial statements for the year ended 31 December 2024 were
authorised for issue in accordance with a Directors’ resolution on
19 February 2025.
a. The basis of preparation
The financial information included in the financial statements for the
year ended 31 December 2024, and for the related comparative
periods, has been prepared:
under the historical cost convention, as modified by the
revaluation of certain financial instruments, the impact of fair
value hedge accounting on the hedged items and the accounting
for post-employment assets and obligations
on a going concern basis, management has prepared detailed
cash flow forecasts for at least 12 months and has updated life-of-
mine plan models with longer-term cash flow projections, which
demonstrate that we will have sufficient cash, other liquid
resources and undrawn credit facilities to enable us to meet our
obligations as they fall due
to meet international accounting standards as issued by the
International Accounting Standards Board (IASB) and interpretations
issued from time to time by the IFRS Interpretations Committee (IFRS
IC), which are mandatory at 31 December 2024.
The above accounting standards and interpretations are collectively
referred to as “IFRS” in this report and contain the principles we use
to create our accounting policies. Where necessary, adjustments are
made to the locally reported assets, liabilities, and results of
subsidiaries, joint arrangements and associates to align their
accounting policies with ours for consistent reporting.
b.The basis of consolidation
The financial statements consolidate the accounts of Rio Tinto plc and
Rio Tinto Limited (together “the Companies”) and their respective
subsidiaries (together “the Rio Tinto Group”, “the Group”, “we”, “our”)
and include the Group’s share of joint arrangements and associates.
We consolidate subsidiaries where either of the companies controls
the entity. Control exists where either of the companies has: power
over the entities, that is, existing rights that give it the current ability to
direct the relevant activities of the entities (those that significantly
affect the companies’ returns); exposure, or rights, to variable returns
from its involvement with the entities; and the ability to use its power
to affect those returns. A list of principal subsidiaries is shown in note
30.
A joint arrangement is an arrangement in which 2 or more parties have
joint control. Joint control is the contractually agreed sharing of control
such that decisions about the relevant activities of the arrangement
(those that significantly affect the companies’ returns) require the
unanimous consent of the parties sharing control. We have 2 types of
joint arrangements: joint operations (JOs) and joint ventures (JVs). A JO
is a joint arrangement in which the parties that share joint control have
rights to the assets and obligations for the liabilities relating to the
arrangement. This includes situations where the parties benefit from the
joint activity through a share of the output, rather than by receiving a
share of the results of trading. For our JOs, we recognise: our share of
assets and liabilities; revenue from the sale of our share of the output
and our share of any revenue generated from the sale of the output by
the JO; and its share of expenses. All such amounts are measured in
accordance with the terms of the arrangement, which is usually in
proportion to our interest in the JO. These amounts are recorded in our
financial statements on the appropriate lines. Our principal JOs are
shown in note 31. A JV is a joint arrangement in which the parties that
share joint control have rights to the net assets of the arrangement. JVs
are accounted for using the equity accounting method.
An associate is an entity over which we have significant influence.
Significant influence is presumed to exist where there is neither
control nor joint control and the Group has over 20% of the voting
rights, unless it can be clearly demonstrated that this is not the case.
Significant influence can arise where we hold less than 20% of the
voting rights if we have the power to participate in the financial and
operating policy decisions affecting the entity. It also includes
situations of collective control.
We use the term “equity accounted units” (EAUs) to refer to
associates and JVs collectively. Under the equity accounting method,
the investment is recorded initially at cost to the Group, including any
goodwill on acquisition. In subsequent periods, the carrying amount of
the investment is adjusted to reflect the Group’s share of the EAUs’
retained post-acquisition profit or loss and other comprehensive
income. Our principal JVs and associates are shown in note 32.
In some cases, we participate in unincorporated arrangements and
have rights to our share of the assets and obligations for our share of
the liabilities of the arrangement rather than a right to a net return, but
we do not share joint control. In such cases, we account for these
arrangements in the same way as our joint operations, with all such
amounts measured in accordance with the terms of the arrangement,
which is usually in proportion to our interest in the arrangement.
All intragroup transactions and balances are eliminated
on consolidation.
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c.Materiality
Our Directors consider information to be material if correcting a misstatement, omission or obscuring could, in the light of surrounding
circumstances, reasonably be expected to change the judgement of a reasonable person relying on the financial statements. The Group
considers both quantitative and qualitative factors in determining whether information is material; the concept of materiality is therefore not
driven purely by numerical values.
When considering the potential materiality of information, management makes an initial quantitative assessment using thresholds based on
estimates of profit before taxation; for the year ended 31 December 2024 the quantitative threshold was US$700 million. However, other
considerations can result in a determination that lower values are material or, occasionally, that higher values are immaterial. These
considerations include whether a misstatement, omission or obscuring: masks a change or trend in key performance indicators; causes reported
key metrics to change from a positive to a negative value or vice versa; affects compliance with regulatory requirements or other contractual
requirements; could result in an increase to management’s compensation; or might conceal an unlawful transaction.
In assessing materiality, management also applies judgement based on its understanding of the business and its internal and external financial
statement users. The assessment will consider user expectations of numerical and narrative reporting. Sources used in making this assessment
would include, for example: published analyst consensus measures, experience gained in formal and informal dialogue with users (including
regulatory correspondence), and peer group benchmarking.
d.Summary of key judgements or other relevant judgements made in applying the accounting policies
The preparation of the financial statements requires management to use judgement in applying accounting policies and in making critical
accounting estimates.
These judgements and estimates are based on management’s best knowledge of the relevant facts and circumstances, having regard to
previous experience, but actual results may differ materially from the amounts included in the financial statements. Areas of judgement in the
application of accounting policies that have the most significant effect on the amounts recognised in the financial statements and key sources of
estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next
financial year are noted below. Further information is contained in the notes to the financial statements.
Summarised below are the key judgements that we have taken in the application of the Group’s accounting policies for 2024 and how they
compare to the prior year. Taking a different judgement over these matters could lead to a material impact on the 2024 financial statements.
More detail on the judgement can be found in the respective notes.
Key judgements
2024
2023
Context
Indicators of impairment and impairment
reversals (note 4)
a
a
Various cash-generating units of the Group that have been impaired or tested
for impairment in previous years, are at higher risk of impairment charge or
reversal in the future due to carrying value and recoverable amounts being
similar.  Whilst we monitor all assets for impairment, these assets are
monitored more closely for indicators of further impairment or impairment
reversal as such adjustments would likely be material to our results.
Deferral of stripping costs (note 13)
a
a
The deferral of stripping costs is a key judgement in open-pit mining
operations as it impacts the amortisation base for these costs, calculated on a
units of production basis; this involves determining whether multiple pits are
considered separate or integrated operations, which in turn influences the
classification of stripping activities as pre-production or production phase. This
judgement relies on various factors that are based on the unique
characteristics and circumstances of each mine.
Estimation of asset lives (note 13)
a
a
The useful lives of major assets are often linked to the life of the orebody they
relate to, which is in turn based on the life-of-mine plan. Where the major
assets are not dependent on the life of a related orebody, management applies
judgement in estimating the remaining service potential of long-lived assets.
The accuracy of estimating these useful lives is essential for determining the
appropriate allocation of costs over time, reflecting the consumption of the
asset’s economic benefits.
Close-down, restoration and
environmental obligations (note 14)
a
a
Significant judgement is required to assess the possible extent of closure
rehabilitation work needed to fulfil the Group’s legal, statutory, and constructive
obligations, along with other commitments to stakeholders. This involves
leveraging our experience in evaluating available options and techniques to
meet these obligations, associated costs and their likely timing and, crucially,
determining when that estimate is sufficiently reliable to make or adjust a
closure provision.
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e.Key sources of estimation uncertainty
We define key sources of estimation uncertainty as accounting estimates that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year. We summarise below the most significant items and the rationale for their
identification. Relevant sensitivities are included within the indicated financial statement notes.
Key accounting estimates
2024
2023
Context
Estimation of the close-
down, restoration
and environmental cost
obligations (note 14)
a
a
Close-down, restoration and environmental obligations are based on cash flow projections derived from
studies that incorporate planned rehabilitation activities, cost estimates and discounting for the time
value. Closure studies are performed to a rolling schedule with increased frequency and engineering
accuracy for sites approaching end of life. Information from these studies can result in a material change
to the associated provisions. During the year, the most significant closure provision updates related to a
number of sites across the Pilbara. The provisions are based on reforecast cash flows, these are subject
to further study which could result in material adjustment in the near term.
Estimation of obligations for
post-employment costs
(note 28)
a
a
The value of the Group’s obligations for post-employment benefits is dependent on the amount of
benefits that are expected to be paid out, discounted to the balance sheet date. There is significant
estimation uncertainty pertaining to the most significant assumptions used in accounting for pension
plans, namely the discount rate, the long-term inflation rate and mortality rates.
Renewable power
purchase agreements
accounted for as
derivatives (note 24)
a
0
A discounted cash flow methodology is used to determine the fair value of the derivative.
Key inputs into the valuation model include forward electricity price curves, which are used to
forecast future floating cash flows, estimated electricity generation and credit-adjusted discount
rates. Long-term forward electricity prices are a source of a significant estimation uncertainty as
they are not readily available and may be impacted by renewable market developments, which
are presently unknown.
f.Currency
Other relevant judgements - identification of functional currency
We present our financial statements in USD, as that presentation currency most reliably reflects the global business performance of the
Group as a whole.
The functional currency for each subsidiary, unincorporated arrangement, joint operation and equity accounted unit is the currency of the
primary economic environment in which it operates. For businesses that reside in developed economies, the functional currency is generally
the currency of the country in which it operates because of the dominance of locally incurred costs. If the business resides in an emerging
economy, the USD is generally identified to be the functional currency as a higher proportion of costs, particularly imported goods and
services, are agreed and paid in USD, in common with other international investors. Determination of functional currency involves
judgement, and other companies may make different judgements based on similar facts.
The determination of functional currency affects the measurement of non-current assets included in the balance sheet and, as a consequence, the
depreciation and amortisation of those assets included in the income statement. It also impacts exchange gains and losses included in the income
statement and in equity. We also apply judgement in determining whether settlement of certain intragroup loans is neither planned nor likely in the
foreseeable future and, therefore, whether the associated exchange gains and losses can be taken to equity. During 2024, A$15,717 million (2023:
A$15,102 million) of intragroup loans continued to meet these criteria; associated exchange gains and losses are taken to equity.
On consolidation, income statement items for each entity are translated from the functional currency into USD at the full-year average rate of
exchange, except for material one-off transactions, which are translated at the rate prevailing on the transaction date. Balance sheet items are
translated into USD at period-end exchange rates.
Exchange differences arising on the translation of the net assets of entities with functional currencies other than USD are recognised directly in
the currency translation reserve. These translation differences are shown in the statement of comprehensive income, with the exception of the
translation adjustment relating to Rio Tinto Limited’s share capital, which is shown in the statement of changes in equity.
Where an intragroup balance is, in substance, part of the Group’s net investment in an entity, exchange gains and losses on that balance are
taken to the currency translation reserve.
Except as noted above, or where exchange differences are deferred as part of a cash flow hedge, all other differences are charged or credited
to the income statement in the year in which they arise.
The principal exchange rates used in the preparation of the financial statements were:
Full-year average
Year-end
One unit of local currency buys the following number of USD
2024
2023
2022
2024
2023
2022
Pound sterling
1.28
1.24
1.24
1.25
1.28
1.21
Australian dollar
0.66
0.66
0.69
0.62
0.69
0.68
Canadian dollar
0.73
0.74
0.77
0.70
0.76
0.74
Euro
1.08
1.08
1.05
1.04
1.11
1.07
South African rand
0.055
0.054
0.061
0.053
0.054
0.059
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g.Ore Reserves and Mineral Resources
A Mineral Resource is a concentration or occurrence of solid material
of economic interest in or on the Earth’s crust in such form, grade (or
quality), and quantity that there are reasonable prospects for eventual
economic extraction. An Ore Reserve is the economically mineable
part of a measured or indicated Mineral Resource.
The estimation of Ore Reserves and Mineral Resources requires
judgement to interpret available geological data and subsequently to
select an appropriate mining method and then to establish an
extraction schedule. At least annually, the Qualified Persons of the
Group (according to the Australasian Code for Reporting of
Exploration Results, Mineral Resources and Ore Reserves (the JORC
Code)), estimate Ore Reserves and Mineral Resources using
assumptions such as:
available geological data
expected future commodity prices and demand
exchange rates
production costs
transport costs
close-down and restoration costs
recovery rates
discount rates
renewal of mining licences
With regard to our future commodity price assumptions, to calculate
our Ore Reserves and Mineral Resources for our filing on the
Australian Securities Exchange and London Stock Exchange, we use
prices generated by our Strategy and Economics team. For this Form
20-F, we use consensus price or historical pricing and comply with
subpart 1300 of Regulation S-K (SK-1300), instead of with the JORC
Code.
We use judgement as to when to include Mineral Resources in
accounting estimates, for example, the use of Mineral Resources in
our depreciation policy as described in note 13 and in the
determination of the date of closure as described in note 14.
There are many uncertainties in the estimation process and
assumptions that are valid at the time of estimation may change
significantly when new information becomes available. New
geological or economic data or unforeseen operational issues may
change estimates of Ore Reserves and Mineral Resources. This
could cause material adjustments in our financial statements to:
depreciation and amortisation rates
carrying values of intangible assets and property, plant and
equipment
deferred stripping costs
provisions for close-down and restoration costs
recovery of deferred tax assets.
h.Impact of climate change on the Group
The impacts of climate change and the execution of our climate
change strategy on our financial statements are discussed below.
Strategy and approach to climate change
In 2021, we put the low-carbon transition at the heart of our business
strategy, setting a clear pathway to deliver long-term value as well as
ambitious targets to decarbonise our business. 
Our target to reduce our net Scope 1 and 2 emissions by 15% by
2025, 50% by 2030 and to reach net zero emissions by 2050, all
relative to our 2018 equity baseline, remains unchanged.  We have
now reduced gross operational emissions by 14% below our 2018
levels; and have a pipeline of projects and committed investments
that support our 2030 target. Our gross emissions reductions are
expected to be at least 40% by 2030, and the use of carbon credits
towards our target will be limited to 10% of our 2018 baseline. While
there is no universal standard for determining the alignment of targets
with the Paris Agreement goals, we concluded that our Scope 1 and 2
target for 2030 was aligned with efforts to limit warming to 1.5°C when
we set it in 2021. To reduce our decarbonisation footprint we focus on
renewable electricity, transitioning from diesel and our processing
emissions. Nature-based solutions (NbS) and carbon credits
complement our decarbonisation activities. To accelerate these
activities, in 2023 we established the Rio Tinto Energy and Climate
Team led by our Chief Decarbonisation Officer. To deliver our
decarbonisation target, we estimate that we will require around
US$5 billion to US$6 billion in capital investment between 2022 to
2030, unchanged from the prior year. This includes voluntary carbon
credits and investment in NbS projects but excludes the cost of
carbon credits bought for compliance purposes.
Our approach to addressing Scope 3 emissions is to engage with our
customers on climate change and work with them to develop and
scale up the technologies to decarbonise steel and aluminium
production.
Our forecast growth capital expenditure captures new growth
opportunities with a focus on materials that are expected to see
strong demand growth from the low-carbon transition. This includes
our investments in Simandou, Matalco, Rincon, Oyu Tolgoi and the
recent agreement to acquire Arcadium Lithium plc. Our budget for
central greenfield exploration mainly focuses on copper with a
growing battery materials program.
Decarbonisation investment is derived from the Group’s capital
allocation framework and aligned to our 2025 and 2030 Scope 1 and
2 emissions targets. Decarbonisation investment decisions are made
under a dedicated evaluation framework, which includes
consideration of the value of the investment and its impact on the cost
base, the level of abatement, the maturity of the technology, the
competitiveness of the asset and its policy context, and alternative
options on the pathway to net zero. Projects are also assessed
against our approach to a just transition, with consideration of the
impact on employees, local communities, and industry.
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Scenarios
We use scenarios to identify and assess climate-related risks and
opportunities that may affect our business in the medium to long term.
We do not undertake climate modelling ourselves, rather we
determine the approximate temperature outcomes in 2100 by
comparing the emissions pathways to 2050 in each of our scenarios
with the Shared Socio-Economic Pathways set out in the
Intergovernmental Panel on Climate Change Sixth Assessment
Report. We also consider the carbon budgets associated with
different temperature outcomes. Our scenario approach is reviewed
every year as part of our Group strategy engagement with the Board.
This year, we updated the scenario framework used to assess the
resilience of our business under different transition-related scenarios.
Our Conviction scenario is now our central case.  In the prior year, our
central case comprised the Competitive Leadership and Fragmented
Leadership scenarios. The Conviction scenario underlies strategic
planning and portfolio investment decisions across the Group, is used
in commodity price forecasts, valuation models, reserves and
resources determination, and in determining estimates for assets and
liabilities in our financial statements. In the prior year, our central case
comprised the Competitive Leadership and Fragmented Leadership
scenarios. In this scenario, countries will decarbonise at a moderate
pace, real gross domestic product (GDP) grows at 2.5% between
2023-2050, but energy intensity of GDP reduces approximately 2.7%
per year due to sectoral shifts and greater efficiency. In Conviction,
climate policies become more ambitious and effective over time
resulting in a temperature rise of 2.1°C in 2100.
Resilience scenario, which limits temperature rises to around 2.5°C
by 2100, is a sensitivity analysis that is designed to test our annual
plan and investment proposals. Weaker governance, declining global
trade, and lower economic growth lead to less effective climate action.
Real GDP growth only averages 1.6% between 2023 and 2050.
Neither of the Conviction or Resilience scenarios above are
consistent with the expectation of climate policies required to
accelerate the global transition to meet the stretch goal of the Paris
Agreement. Despite global agreements on climate change reached in
Glasgow and Dubai, emissions today continue to rise, making the 1.5°C
goal of the Paris Agreement unlikely to be achieved. As our operational
emissions targets are in line with 1.5°C, so too are our decarbonisation
investment decisions. In 2022, we developed a Paris-aligned scenario,
referred to as the Aspirational Leadership scenario. The Aspirational
Leadership scenario reflects a world of high growth, significant social
change and accelerated climate action. The Aspirational Leadership
scenario is a commodity sales price and carbon cost sensitivity, with
all other inputs remaining equal to our central case. It is built by
design to reach net zero emissions globally by 2050 and helps us
better understand the pathways to meet the Paris Agreement goal,
and what this could mean for our business. We do not use the
Aspirational Leadership scenario in our broader strategic or investment
decision-making.  
Importantly, none of the above scenarios are considered a definitive
representation for our assessment of the future impact of climate
change on the Group. To assess transition risk, we use market
analysis for our short-term outlook, and our Conviction and Resilience
scenarios for our medium- to long-term assessment. For physical
risks, we use an intermediate and high emissions scenario. Scenario
modelling has inherent limitations and, by its nature, allows a range of
possible outcomes to be considered where it is impossible to predict
which outcome is likely.
In addition, as our macroeconomic modelling involves a range of
variables, isolating and measuring the impact of specific climate risks
and opportunities is challenging. We do not publish the commodity
price forecasts associated with these scenarios, as to do so would
weaken our position in commercial negotiations and might give rise to
concerns from other market participants.
Low-carbon transition risks and opportunities, financial
resilience of our portfolio
The low-carbon transition is at the heart of our strategy. This mitigates
risks associated with stricter carbon regulations and changing
consumer preferences and positions us to capitalise on the growing
demand for transition materials. With higher GDP growth and a faster
low-carbon transition, our economic performance is stronger in
Conviction than in Resilience. Higher carbon penalties and the
potential impact on demand for mid and lower grade iron ore result in
weaker economic performance in Aspirational Leadership than in
Conviction. Overall, the economic performance of our portfolio would
be stronger in scenarios with higher GDP growth and proactive
climate action, and is resilient under scenarios aligned with 1.5°C,
2.1°C and 2.5°C outcomes.
We carefully monitor and manage transition risks linked to our
operational Scope 1 and 2 emissions and value-chain Scope 3
emissions. In particular, we expect the decarbonisation of our assets
to benefit from the implementation of new technologies. The pace of
technological development is uncertain, which could delay or increase
the cost of our decarbonisation efforts.
Physical risk impacts
In 2022, we launched the Physical Resilience Program across the
Group, starting with the asset-level resilience assessment in the
Pilbara and Saguenay-Lac-St-Jean. We continue to make progress in
a Group-wide, top-down assessment to further understand the risks
and opportunities associated with physical climate change and to
quantify any financial impacts, in addition to the site-specific, bottom-
up assessments, which will continue in the foreseeable future.  Asset-
level resilience assessments conducted to date as part of a broader
multi-year program, as well as our ongoing review processes,
including impairment assessments, have not identified any material
accounting impacts to date. For example, no write-offs were
necessary in the Pilbara, where certain infrastructure assets, such as
transmission lines, that have reached the end of their natural lives are
being replaced with climate-resilient infrastructure.  In 2024, we
continued to make progress on the climate-resilience assessment
process for our tailings storage facilities, enhanced our water risk
management, and operationalised analytics that provide real-time
natural-hazard monitoring for 50% of our supply chain.
In addition, we do not foresee the renewal of our contractual water
rights in Canada that have been classified as indefinite-lived
intangible assets to be at risk from climate change (note 12). Further,
closure planning considers future climate change projections at each
step of the process to support safe and appropriate final landform
design.
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NbS and carbon credits
While prioritising emissions reductions at our operations, we are also
investing in high-integrity NbS in the regions where we operate that
can bring benefits to people, nature and climate. We will voluntarily
retire associated carbon credits to complement the decarbonisation
investment, but will limit the use of voluntary and compliance offsets
towards our 2030 climate target to up to 10% of our 2018 baseline
emissions. We source carbon credits in three ways: we develop new
projects, invest in and scale up existing projects, and source high-
quality carbon credits through spot carbon credit purchases and long-
term offtake agreements. This will complement our abatement project
portfolio and support our compliance with carbon pricing regulation
such as the Safeguard Mechanism in Australia. In 2024, we finalised
offtake agreements for high-quality human-induced regeneration
(HIR), as well as with savanna fire management project developers,
and progressed feasibility studies on other projects.
In 2024, we purchased US$50 million (2023: US$61 million) of carbon
credits. They have been acquired for our own use and are accounted
for as intangible assets (note 12).
Accounting impacts from executing our strategy
Global decarbonisation and the world’s energy transition continue to
evolve, with the potential to materially impact our future financial
results as our significant accounting judgements and key estimates
are updated to reflect prevailing circumstances. In response, carrying
values of assets and liabilities could be materially affected in future
periods. Our current strategy and approach to decarbonise our
operations and achieve our Scope 1 and 2 emissions targets are
considered in our significant judgements and key estimates reflected
in these financial results.
Progressing our strategy to grow in materials needed for the
low-carbon transition
As part of our strategy to grow in materials essential for the energy
transition, we approved “notice to proceed” for the Simandou high-
grade iron ore project in Guinea and the Rincon lithium project in
Argentina (note 12). We have also continued to invest in our copper
portfolio. These projects follow our existing accounting policies on
undeveloped properties and cost capitalisation. In 2024 we also
announced a definitive agreement to acquire Arcadium Lithium plc
(note 5).
In 2023, we entered into an agreement with Giampaolo Group to form
the Matalco joint venture, equity accounted, to meet a growing
demand for recycled aluminium  solutions, and invested in a copper
project known as Nuevo Cobre, accounted for as an investment in a
partially owned subsidiary (note 5).
Decarbonising our portfolio
As part of our decarbonisation programs, we invested US$283 million
(2023: US$191 million) comprising capital projects, investments and
carbon credits referred to above, capitalised on balance sheet. Our
operating expenditure on Scope 1, 2 and 3 energy efficient initiatives
and research and development (R&D) costs, inclusive of our equity
share of R&D related to ELYSISTM, was US$306 million (2023:
US$234 million), recognised in the income statement (note 7). Our
capital commitments at the end of 2024 relating to decarbonisation
totalled US$114 million (2023: US$123 million) and included the
Amrun renewable PPA classifed as a lease not yet commenced (note
37).
We invested US$89 million (2023: US$36 million) in entities
specialising in decarbonisation and related technology, accounted for
as financial assets, such as the Silva Carbon Origination Fund, a
developer of high integrity Australian Carbon Credit Units (ACCUs) and
I-Pulse, a developer of decarbonisation applications. In 2023, this
included an investment in Australian Integrated Carbon (AIC), a
leading developer of high-quality carbon credits, which is an equity
accounted unit.
Given the significant investments we are making to abate our carbon
emissions, we have considered the potential for asset obsolescence,
with a particular focus on our Pilbara operations where we are building
our own renewable assets and are prioritising investment in renewables
to switch away from natural gas power generation. No material changes
to useful economic lives have been identified in the current year as the
assets are expected to be required for the transition (note 13). As the
renewable projects progress, it is possible that such adjustments may
be identified in the future.
Large-scale renewable power purchase agreements (PPAs) require
judgement to determine the appropriate accounting treatment and
may result in a lease, a derivative or an executory contract depending
on contractual terms (refer to note 21 for further information on
significant judgements in lease assessment). The renewable solar
and wind PPAs at Richards Bay Minerals (RBM) are accounted for on
an accrual basis as energy is produced, while the renewable offtake
arrangements at QIT Madagascar Minerals (QMM) and Amrun are
leases.
As part of the program to develop renewable energy solutions for our
Queensland aluminium assets, we entered into 2 long-term
renewable 2.2GW PPAs: the Upper Calliope solar farm and the 
Bungaban wind farm, at the end of 2023 and in 2024 respectively, to
buy renewable electricity and associated green products to be
generated in the future. In 2024, our New Zealand Aluminium
Smelters signed long-term PPAs with electricity generators for a total
of 572MW of hydro electricity. We also signed the Monte Cristo Wind
PPA in the US, which will account for about 20% of Kennecott Scope
2 emissions abatement. These contracts are recorded as level 3
financial derivatives, with net unrealised losses of US$111 million
recognised in the current year (2023: US$nil) (note 24 (iv)). These
derivatives require complex measurement over the contract’s term,
with inputs such as unobservable long-term energy prices being key
sources of estimation of uncertainty (note e).
No adjustments to useful lives of the existing fleet have been identified
to date as a result of planned mining fleet electrification in the Pilbara.
The solutions are still in development or pilot stages and the gradual
fleet replacement is intended to be part of the normal lifecycle renewal of
trucks. Depending on technological development, which is highly
uncertain, this could lead to accelerated depreciation in the future.
Similarly, our target to have net zero vessels in our portfolio by 2030 has
not given rise to accounting adjustments to date, as the replacement is
planned as part of the lifecycle renewal. The expenditure on our own
carbon abatement projects and technology advancements follows
existing accounting policies on cost capitalisation, research and
development costs.
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Financial statements
Impairment - sensitivities to climate change
In our impairment review process we consider the risks associated
with climate change.
The Gladstone alumina refineries are responsible for more than half
of our Scope 1 carbon dioxide emissions in Australia and therefore
have been a key focus as we evaluate options to decarbonise our
assets. In 2023, we recorded an impairment of Queensland Alumina
Limited (QAL) refinery with the recoverable amount largely dependent
upon the double digestion project, which was at the pre-feasibility
study stage of project evaluation. This major capital project improves
the energy efficiency of the alumina production process and
significantly reduces carbon emissions. In 2024, continued studies for
this project have indicated an increased capital cost compared with
our previous assumption and therefore we recognised further
impairment and provided a sensitivity to the cost of carbon credits
(note 4). Following the impairment in 2022, we continue to evaluate
lower emission power solutions for the Boyne smelter that could
extend its life to at least 2040. In such circumstances, the net present
value of the forecast future cash flows could support the reversal of
past impairments.
As noted above, we anticipate increased demand for copper in the
low-carbon transition. Whilst we have tested Rio Tinto Kennecott
cash-generating unit for impairment utilising our Conviction price
assumptions, that are not aligned with the goals of the Paris
Agreement, we have also provided a sensitivity using our Paris-
aligned Aspirational Leadership scenario (note 4).
Under the Aspirational Leadership scenario, which is not used in the
preparation of these financial statements, nor for budgeting purposes,
the economic performance of copper and aluminium is expected to be
stronger under supply and demand forward-pricing curves, which we
believe will be consistent with the Paris Agreement. It is possible
therefore, under certain conditions, that historical impairments
associated with these assets could reverse.
In the Aspirational Leadership scenario, the prices for lower-grade
iron ore are supported in the medium term by an assumed underlying
increase in GDP-driven demand. However, in the longer term, we
assume the pricing for lower-grade iron ore to be weaker than in our
Conviction scenario and will depend on the development of low-
carbon steel technology, the pace of which is uncertain, but is
expected to be offset by higher prices for higher-grade iron ore. As
was the case in the prior year, this is very unlikely to give rise to
impairment triggers in the short- to medium-term, due to the high
returns on capital employed in the Pilbara and the slow deployment of
low-carbon steel technology.
Use of Paris-aligned accounting
Forecast commodity prices, including carbon prices, incorporated into
our Conviction scenario are used to inform critical accounting
estimates included as inputs to impairment testing, estimation of
remaining economic life for units of production depreciation and
discounting closure and rehabilitation provisions. These prices
represent our best estimate of actual market outcomes based on the
range of future economic conditions regarding matters largely outside
our control, as required by IFRS. As the Conviction scenario does not
represent the Group’s view of the goals of the Paris Agreement, our
commodity price assumptions used in accounting estimates are not
consistent with the expectation of climate policies required to
accelerate the global transition to meet the goals of the Paris
Agreement. As described above, we use our Aspirational Leadership
scenario to help us better understand the pathways to meet the Paris
Agreement goal, and what this could mean for our business.
Closure dates and cost of closure are also sensitive to climate
assumptions, including precipitation rates, but no material changes
have been identified in the year specific to climate change that would
require a material revision to the provisions in 2024. For those
commodities with higher forward price curves under the Aspirational
Leadership scenario, it may be economical to mine lower mineral
grades, which could result in the conversion of additional Mineral
Resources to Ore Reserves and therefore longer dated closure.
We completed the divestments of our coal businesses in 2018 and no
longer mine coal, but retained a contingent royalty income from these
divestments. Recent favourable coal prices exceeded contractual
benchmark levels and resulted in the cash royalty receipt of
US$45 million during 2024 (2023: US$38 million). We also carry
royalty receivables of US$252 million on our balance sheet at
31 December 2024 (2023: US$214 million), measured at fair value
(note 24). The fair value of this balance may be adversely impacted in
the future by a faster pace of transition to a low-carbon economy, but
this impact is not expected to be material.
Overall, based on the Aspirational Leadership scenario pricing
outcomes, and with all other assumptions remaining consistent with
those applied to our 2024 financial statements, we do not currently
envisage a material adverse impact of the 1.5°C Paris-aligned
sensitivity on asset carrying values, remaining useful life, or closure
and rehabilitation provisions for the Group. It is possible that other
factors may arise in the future, which are not known today, that may
impact this assessment.
Additional commentary on the impact of climate change on our
business is included in the following notes:
Financial reporting considerations and sensitivities related to climate change
Page
Recoverable value of our assets, asset obsolescence, impairment and use of sensitivities (note 4)
Operating expenditure spend on decarbonisation (note 7 - footnote (h))
Water rights - climate impact on indefinite life (note 12)
Carbon abatement spend on procurement of carbon units and renewable energy certificates (note 12 - footnote (a))
Estimation of asset lives (note 13)
Additions to property, plant and equipment with a primary purpose of reducing carbon emissions (note 13 - footnote (d))
Useful economic lives of power generating assets (note 13)
Close-down, restoration and environmental cost (note 14)
Renewable PPAs accounted for as derivatives (note 24 (iv))
Coal royalty receivables (note 24)
Decarbonisation capital commitments (note 37)
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Financial statements
i.New standards issued and effective in the current
year
Our financial statements have been prepared on the basis of accounting
policies consistent with those applied in the financial statements for the
year ended 31 December 2023, except for the accounting requirements
set out below, effective as at 1 January 2024.
Classification of liabilities as current or non-current liabilities
with covenants (Amendments to IAS 1 “Presentation of Financial
Statements”)
We adopted the Amendments to IAS 1 which specify the
requirements for classifying liabilities as either current or
non-current. The amendments clarify that a right to defer the
settlement must exist at the end of the reporting period and that
classification is unaffected by the likelihood that an entity will exercise
its deferral right. In addition, a requirement has been introduced
whereby an entity must disclose when a liability arising from a loan
agreement is classified as non-current and the entity’s right to defer
settlement is contingent on compliance with future covenants within
12 months. The amendments do not have a material impact on the
Group.
Refer to note 20 for additional disclosures made in relation to
Amendments to IAS 1.
Lease liability in a sale and leaseback (Amendments to IFRS 16
“Leases”)
We adopted the Amendments to IFRS 16 which specify the
requirements that a seller-lessee uses in measuring the lease liability
arising in a sale and leaseback transaction. The amendments do not
have an impact on the Group.
Supplier finance arrangements (Amendments to IAS 7
“Statement of Cash Flows” and IFRS 7 “Financial Instruments:
Disclosures”)
We adopted the Amendments to IAS 7 and IFRS 7 which clarify the
characteristics of supplier finance arrangements and require
additional disclosure of such arrangements. The amendments
respond to the investors’ need for more information about supplier
finance arrangements to be able to assess how these arrangements
affect an entity’s liabilities, cash flows and liquidity risk. As a result of
the adoption of the amendments, we provided new disclosures for
liabilities under supplier finance arrangements as well as the
associated cash flows in note 18 and note 24 (i). These amendments
did not have a material impact on the amounts recognised in prior and
the current period. 
The Organisation for Economic Co-operation and Development’s
(OECD) Pillar Two Rules
For the year ended 31 December 2023, we adopted the amendments
to IAS 12, issued in May 2023, which provide a temporary mandatory
exception from the requirement to recognise and disclose information
on deferred tax assets and liabilities related to enacted or
substantively enacted law that implements Pillar Two income taxes.
Pillar Two was substantively enacted in the United Kingdom on 20
June 2023, with application from 1 January 2024. Exposure to
additional taxation under Pillar Two is immaterial to the Group (note
10).
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Financial statements  |  Consolidated primary statements
Consolidated income statement
Years ended 31 December
Note
2024
US$m
2023
US$m
2022
US$m
Consolidated operations
Consolidated sales revenue
1, 6
53,658
54,041
55,554
Net operating costs (excluding items disclosed separately)
7
(37,745)
(37,052)
(34,770)
Net impairment (charges)/reversals
4
(538)
(936)
150
Gains/(losses) on consolidation and disposal of interests in businesses
5
1,214
(105)
Exploration and evaluation expenditure (net of profit from disposal of interests in undeveloped projects)
8
(936)
(1,230)
(896)
Operating profit
15,653
14,823
19,933
Share of profit after tax of equity accounted units
838
675
777
Impairment of investments in equity accounted units
4
(202)
Profit before finance items and taxation
16,491
15,498
20,508
Finance items
Net exchange gains/(losses) on external net debt and intragroup balances
322
(251)
253
Losses on derivatives not qualifying for hedge accounting
(92)
(54)
(424)
Finance income
9
514
536
179
Finance costs
9
(763)
(967)
(335)
Amortisation of discount on provisions
14, 36
(857)
(977)
(1,519)
(876)
(1,713)
(1,846)
Profit before taxation
15,615
13,785
18,662
Taxation
10
(4,041)
(3,832)
(5,614)
Profit after tax for the period
11,574
9,953
13,048
– attributable to owners of Rio Tinto (net earnings)
11,552
10,058
12,392
– attributable to non-controlling interests
22
(105)
656
Basic earnings per share
2
711.7c
620.3c
765.0c
Diluted earnings per share
2
707.2c
616.5c
760.4c
The notes on pages 154 to 161 and pages 167 to 229 are an integral part of these consolidated financial statements.
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Financial statements  |  Consolidated primary statements
Consolidated statement of comprehensive income
Years ended 31 December
Note
2024
US$m
2023
US$m
2022
US$m
Profit after tax for the year
11,574
9,953
13,048
Other comprehensive (loss)/income
Items that will not be reclassified to the income statement:
Remeasurement gains/(losses) on pension and post-retirement healthcare plans
28
83
(461)
578
Changes in the fair value of equity investments held at fair value through other comprehensive income (FVOCI)
(24)
Tax relating to these components of other comprehensive income
10
(22)
152
(123)
Share of other comprehensive income/(loss) of equity accounted units, net of tax
4
(3)
5
65
(336)
460
Items that have been/may be subsequently reclassified to the income statement:
Currency translation adjustment(a)
(3,391)
644
(2,399)
Currency translation on operations disposed of, transferred to the income statement
(27)
105
Fair value movements:
– Cash flow hedge gains/(losses)
13
30
(167)
– Cash flow hedge losses/(gains) transferred to the income statement
17
(39)
106
Net change in costs of hedging reserve
35
4
5
4
Tax relating to these components of other comprehensive loss
10
(10)
1
21
Share of other comprehensive (loss)/income of equity accounted units, net of tax
(45)
14
(27)
(3,439)
655
(2,357)
Total other comprehensive (loss)/income for the year, net of tax
(3,374)
319
(1,897)
Total comprehensive income for the year
8,200
10,272
11,151
– attributable to owners of Rio Tinto
8,375
10,335
10,649
– attributable to non-controlling interests
(175)
(63)
502
(a)Excludes a currency translation charge of US$317 million (2023: gain of US$47 million; 2022: charge of US$240 million) arising on Rio Tinto Limited’s share capital for the year ended
31 December 2024, which is recognised in the consolidated statement of changes in equity. Refer to the consolidated statement of changes in equity on page 166.
The notes on pages 154 to 161 and pages 167 to 229 are an integral part of these consolidated financial statements.
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Financial statements  |  Consolidated primary statements
Consolidated cash flow statement
Years ended 31 December
Note
2024
US$m
2023
US$m
2022
US$m
Cash flows from consolidated operations(a)
19,859
20,251
23,158
Dividends from equity accounted units
1,067
610
879
Cash flows from operations
20,926
20,861
24,037
Net interest paid
(685)
(612)
(573)
Dividends paid to holders of non-controlling interests in subsidiaries
(477)
(462)
(421)
Tax paid
(4,165)
(4,627)
(6,909)
Net cash generated from operating activities
15,599
15,160
16,134
Cash flows from investing activities
Purchases of property, plant and equipment and intangible assets(b)
1
(9,621)
(7,086)
(6,750)
Sales of property, plant and equipment and intangible assets
30
9
Acquisitions of subsidiaries, joint ventures and associates(b)
5
(346)
(834)
(850)
Disposals of subsidiaries, joint ventures, joint operations and associates
5
427
80
Purchases of financial assets
(113)
(39)
(55)
Sales of financial assets(c)
677
1,220
892
Net funding of equity accounted units(b)
(784)
(144)
(75)
Other investing cash flows
136
(88)
51
Net cash used in investing activities
(9,594)
(6,962)
(6,707)
Cash flows before financing activities
6,005
8,198
9,427
Cash flows from financing activities
Equity dividends paid to owners of Rio Tinto
3
(7,025)
(6,470)
(11,727)
Proceeds from additional borrowings, net of issue costs
19, 20
261
1,833
321
Repayment of borrowings and associated derivatives
19, 20
(860)
(310)
(790)
Lease principal payments
19
(455)
(426)
(374)
Proceeds from issue of equity to non-controlling interests(b)
1,574
127
86
Purchase of non-controlling interest
5, 36
(591)
(33)
(2,961)
Other financing cash flows
2
2
(28)
Net cash used in financing activities
(7,094)
(5,277)
(15,473)
Effects of exchange rates on cash and cash equivalents
(99)
(23)
15
Net (decrease)/increase in cash and cash equivalents
(1,188)
2,898
(6,031)
Opening cash and cash equivalents less overdrafts
9,672
6,774
12,805
Closing cash and cash equivalents less overdrafts
22
8,484
9,672
6,774
Notes to the consolidated cash flow statement
(a) Cash flows from consolidated operations
Note
2024
US$m
2023
US$m
2022
US$m
Profit after tax for the year
11,574
9,953
13,048
Adjustments for:
– Taxation
4,041
3,832
5,614
– Finance items
876
1,713
1,846
– Share of profit after tax of equity accounted units
(838)
(675)
(777)
– (Gains)/losses on consolidation and disposal of interests in businesses
5
(1,214)
105
– Impairment charges of investments in equity accounted units after tax
4
202
– Net impairment charges/(reversals)
4
538
936
(150)
– Depreciation and amortisation
5,918
5,334
5,010
– Provisions (including exchange differences on provisions)
398
1,470
1,006
Utilisation of other provisions
36
(94)
(104)
(176)
Utilisation of provisions for close-down and restoration
14
(1,142)
(777)
(609)
Utilisation of provisions for post-retirement benefits and other employment costs
26
(133)
(277)
(254)
Change in inventories
205
(422)
(1,185)
Change in receivables and other assets
(202)
(418)
20
Change in trade and other payables
54
(86)
700
Other items(d)
(122)
(228)
(1,242)
19,859
20,251
23,158
(b)In 2024, our net cash outflow in relation to the Simandou iron ore project was US$1.3 billion. This includes cash outflows of US$1,831 million for purchase of property, plant and equipment,
US$313 million as acquisition of associates for WCS Rail and Port, and US$652 million as net funding of equity accounted units for the subsequent funding of that shared infrastructure. We
received related cash inflows of US$1,505 million from Chalco Iron Ore Holdings Ltd (CIOH) for cash calls by SimFerJersey Limited, of which US$411 million relates to CIOH’s share of
expenditure incurred up until the end of December 2023 to progress critical works.
(c)In 2024, we received net proceeds of US$675 million (2023: US$1,157 million and 2022: US$352 million) from our sales and purchases of investments within a separately managed portfolio
of fixed income instruments. Refer to note 19 for details. Purchases and sales of these securities are reported on a net cash flow basis within “Sales of financial assets” or “Purchases of
financial assets” depending on the overall net position at each reporting date.
(d)In 2024, Other items includes the recognition of realised losses of US$88 million on currency forwards not designated as hedges (2023: realised losses US$57 million, 2022: realised losses
US$459 million). In 2022, other items also included the deduction of the US$432 million relating to the gain recognised on sale of the Cortez royalty shown in “Sale of financial assets”.
The notes on pages 154 to 161 and pages 167 to 229 are an integral part of these consolidated financial statements.
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Financial statements  |  Consolidated primary statements
Consolidated balance sheet
At 31 December
Note
2024
US$m
2023
US$m
Non-current assets
Goodwill
11
727
797
Intangible assets
12
2,804
4,389
Property, plant and equipment
13
68,573
66,468
Investments in equity accounted units
4,837
4,407
Inventories
16
222
214
Deferred tax assets
15
4,016
3,624
Receivables and other assets
17
1,397
1,659
Other financial assets
23
1,090
481
83,666
82,039
Current assets
Inventories
16
5,860
6,659
Receivables and other assets
17
4,241
3,945
Tax recoverable
105
115
Other financial assets
23
419
1,118
Cash and cash equivalents
22
8,495
9,673
19,120
21,510
Total assets
102,786
103,549
Current liabilities
Borrowings
20
(180)
(824)
Leases
21
(354)
(345)
Other financial liabilities
23
(112)
(273)
Trade and other payables
18
(8,178)
(8,238)
Tax payable
(585)
(542)
Close-down, restoration and environmental provisions
14
(1,183)
(1,523)
Provisions for post-retirement benefits and other employment costs
26
(359)
(361)
Other provisions
36
(792)
(637)
(11,743)
(12,743)
Non-current liabilities
Borrowings
20
(12,262)
(12,177)
Leases
21
(1,059)
(1,006)
Other financial liabilities
23
(591)
(513)
Trade and other payables
18
(543)
(596)
Tax payable
(28)
(31)
Deferred tax liabilities
15
(2,635)
(2,584)
Close-down, restoration and environmental provisions
14
(14,548)
(15,627)
Provisions for post-retirement benefits and other employment costs
26
(1,097)
(1,197)
Other provisions
36
(315)
(734)
(33,078)
(34,465)
Total liabilities
(44,821)
(47,208)
Net assets
57,965
56,341
Capital and reserves
Share capital
– Rio Tinto plc
34
207
207
– Rio Tinto Limited
34
3,060
3,377
Share premium account
4,326
4,324
Other reserves
35
5,114
8,328
Retained earnings
35
42,539
38,350
Equity attributable to owners of Rio Tinto
55,246
54,586
Attributable to non-controlling interests
2,719
1,755
Total equity
57,965
56,341
The notes on pages 154 to 161 and pages 167 to 229 are an integral part of these consolidated financial statements.
The financial statements on pages 154 to 229 were approved by the Directors on 19 February 2025 and signed on their behalf by
Dominic-Barton.jpg
Jakob-Stausholm.gif
Peter-Sig.jpg
Dominic Barton
Chair 
Jakob Stausholm
Chief Executive 
Peter Cunningham
Chief Financial Officer 
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Financial statements  |  Consolidated primary statements
Consolidated statement of changes in equity
Years ended 31 December
Year ended 31 December 2024
Attributable to owners of Rio Tinto
Share
capital
(note 34)
US$m
Share
premium
account
US$m
Other
reserves
(note 35)
US$m
Retained
earnings
(note 35)
US$m
Total
US$m
Non-
controlling
interests
US$m
Total
equity
US$m
Opening balance
3,584
4,324
8,328
38,350
54,586
1,755
56,341
Total comprehensive income for the year(a)
(3,242)
11,617
8,375
(175)
8,200
Currency translation arising on Rio Tinto Limited’s share capital
(317)
(317)
(317)
Dividends (note 3)
(7,025)
(7,025)
(528)
(7,553)
Newly consolidated operation (note 5)
5
5
Own shares purchased from Rio Tinto shareholders to satisfy share
awards to employees(b)
(44)
(13)
(57)
(57)
Change in equity interest held by Rio Tinto
(468)
(468)
88
(380)
Treasury shares reissued and other movements
2
2
2
Equity issued to holders of non-controlling interests
1,574
1,574
Employee share awards charged to the income statement
72
78
150
150
Closing balance
3,267
4,326
5,114
42,539
55,246
2,719
57,965
Year ended 31 December 2023
Attributable to owners of Rio Tinto
Share capital
(note 34)
US$m
Share
premium
account
US$m
Other
reserves
(note 35)
US$m
Retained
earnings
(note 35)
US$m
Total
US$m
Non-
controlling
interests
US$m
Total
equity
US$m
Opening balance
3,537
4,322
7,755
35,020
50,634
2,107
52,741
Total comprehensive income for the year(a)
585
9,750
10,335
(63)
10,272
Currency translation arising on Rio Tinto Limited’s share capital
47
47
47
Dividends (note 3)
(6,466)
(6,466)
(462)
(6,928)
Newly consolidated operation (note 5)
33
33
Own shares purchased from Rio Tinto shareholders to satisfy share
awards to employees(b)
(78)
(17)
(95)
(95)
Change in equity interest held by Rio Tinto
(13)
(13)
13
Treasury shares reissued and other movements
2
2
2
Equity issued to holders of non-controlling interests
127
127
Employee share awards charged to the income statement
66
76
142
142
Closing balance
3,584
4,324
8,328
38,350
54,586
1,755
56,341
Year ended 31 December 2022
Attributable to owners of Rio Tinto
Share capital
(note 34)
US$m
Share
premium
account
US$m
Other
reserves
(note 35)
US$m
Retained
earnings
(note 35)
US$m
Total
US$m
Non-
controlling
interests
US$m
Total
equity
US$m
Opening balance
3,777
4,320
9,976
33,857
51,930
5,166
57,096
Total comprehensive income for the year(a)
(2,193)
12,842
10,649
502
11,151
Currency translation arising on Rio Tinto Limited's share capital
(240)
(240)
(240)
Dividends (note 3)
(11,716)
(11,716)
(421)
(12,137)
Own shares purchased from Rio Tinto shareholders to satisfy share
awards to employees(b)
(84)
(16)
(100)
(100)
Change in equity interest held by Rio Tinto
701
701
(3,907)
(3,206)
Treasury shares reissued and other movements
2
2
2
Equity issued to holders of non-controlling interests
(711)
(711)
797
86
Employee share awards charged to the income statement
56
63
119
119
Transfers and other movements
(30)
(30)
Closing balance
3,537
4,322
7,755
35,020
50,634
2,107
52,741
(a)Refer to the consolidated statement of comprehensive income for further details. Adjustments to other reserves include currency translation attributable to owners of Rio Tinto, other than that
arising on Rio Tinto Limited’s share capital.
(b)Net of contributions received from employees for share awards.
The notes on pages 154 to 161 and pages 167 to 229 are an integral part of these consolidated financial statements.
Annual Report on Form 20-F 2024
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Financial statements 
Notes to the consolidated financial statements
Our financial performance
We use a number of measures, including segmental revenue, underlying EBITDA, and capital expenditure to provide us with a greater
understanding of our operations’ underlying business performance, including revenue generation, productivity and cost management, on a
comparable basis between reporting years.
1 Financial performance by segment
Our management structure is based on product groups (PG) together with global support functions whose leaders make up the Executive
Committee. The Executive Committee members each report directly to our Chief Executive who is the chief operating decision maker (CODM)
and is responsible for allocating resources and assessing performance of the operating segments. The CODM’s primary measure of profit is
underlying EBITDA (as defined on page 168).
Our reportable segments are as follows.
Reportable segment
Principal activities
Iron Ore
Iron ore mining and salt and gypsum production in Western Australia.
Aluminium
Bauxite mining; alumina refining; aluminium smelting and recycling.
Copper
Mining and refining of copper, gold, silver, molybdenum, other by-products and exploration activities.
Minerals
Includes mining and processing of borates, titanium dioxide feedstock and iron concentrate and pellets from the Iron Ore
Company of Canada. Also includes diamond mining, sorting and marketing and development projects for battery materials, such
as lithium.
Management responsibility during the build phase of the Simandou iron ore project falls under the Chief Technical Officer, Mark Davies. Whilst
this is classified as “Other operations”,and sits below reportable segments, we have shown this separately due to the significance of funding and
spend during the year following notice to proceed. Accountability for Rio Tinto Guinea, our in-country external affairs office remains with Bold
Baatar, and has therefore moved from the Copper product group to “Other operations” following his change in role to Chief Commercial Officer.
Accordingly, prior period amounts have been adjusted for comparability even though there is no material impact as a result of the change.
Segmental revenue
US$m
Underlying EBITDA
US$m
Capital expenditure(a)
US$m
2024
2023
2022
2024
2023
Adjusted
2022
Adjusted
2024
2023
2022
Iron Ore
29,339
32,249
30,906
16,249
19,974
18,612
3,012
2,588
2,940
Aluminium
13,650
12,285
14,109
3,673
2,282
3,672
1,694
1,331
1,377
Copper
9,275
6,678
6,699
3,437
1,960
2,566
2,055
1,976
1,622
Minerals
5,531
5,934
6,754
1,080
1,414
2,419
798
746
679
Reportable segments total
57,795
57,146
58,468
24,439
25,630
27,269
7,559
6,641
6,618
Simandou iron ore project
(22)
(539)
(189)
1,832
266
Other operations
120
142
192
43
(95)
(17)
66
57
53
Inter-segment transactions
(209)
(231)
(256)
9
8
24
Share of equity accounted units(b)
(4,048)
(3,016)
(2,850)
Central pension costs, share-based payments,
insurance and derivatives
153
168
377
Restructuring, project and one-off costs
(254)
(190)
(173)
Central costs
(816)
(990)
(766)
Central exploration and evaluation expenditures
(238)
(100)
(253)
Proceeds from disposal of property, plant and
equipment
30
9
Other items
134
113
79
Consolidated sales revenue
53,658
54,041
55,554
Purchases of property, plant and equipment and
intangible assets
9,621
7,086
6,750
Underlying EBITDA(c)
23,314
23,892
26,272
(a)Capital expenditure for reportable segments includes the net cash outflow on purchases less disposals of property, plant and equipment, capitalised evaluation costs and purchases less
disposals of other intangible assets. The details provided include 100% of subsidiaries’ capital expenditure and Rio Tinto’s share of the capital expenditure of joint operations.
(b)Consolidated sales revenue includes subsidiary sales of US$213 million (2023: US$20 million; 2022: US$50 million) to equity accounted units which are not included in segmental revenue.
Segmental revenue includes the Group’s proportionate share of product sales by equity accounted units (after adjusting for sales to subsidiaries) of US$4,261 million (2023:
US$3,036 million; 2022: US$2,900 million) which are not included in consolidated sales revenue.
(c)Pre-tax and pre-divestment expenditure on exploration and evaluation charged to the profit and loss account in 2024 was US$935 million (note 8), compared with US$855 million in 2023
(excluding Simandou). Approximately 25% of the spend was by central exploration, 23% by Minerals (with the majority focusing on lithium), 36% by Copper, 14% by Iron Ore and 2% by Aluminium.
In 2024, all qualifying expenditure relating to Simandou is being capitalised. Qualifying expenditure on the Rincon lithium project has been capitalised since 1 July 2024.
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Financial statements  |  Notes to the consolidated financial statements
1 Financial performance by segment continued
Segmental revenue
Segmental revenue includes consolidated sales revenue plus the equivalent sales revenue of equity accounted units (EAUs) in proportion to our
equity interest (after adjusting for sales to/from subsidiaries).
Segmental revenue measures revenue on a basis that is comparable to our underlying EBITDA metric.
Other segmental reporting
For further information relating to Revenue by destination and product and Non-operating assets by geography, refer to note 6 on page 178 and
Our operating assets section on page 182, respectively.
Underlying EBITDA
Underlying EBITDA represents profit before taxation, net finance items, depreciation and amortisation adjusted to exclude the EBITDA impact of
items which do not reflect the underlying performance of our reportable segments.
Other relevant judgements - Exclusions from underlying EBITDA
Items excluded from profit after tax are those gains and losses that, individually or in aggregate with similar items, are of a nature and size to
require exclusion in order to provide additional insight into the underlying business performance. The following items are excluded from profit
after tax in arriving at underlying EBITDA in each year irrespective of materiality:
all depreciation and amortisation in subsidiaries and the corresponding share of profit in EAUs
all taxation and finance items in subsidiaries and the corresponding share of profit in EAUs
unrealised (gains)/losses on embedded derivatives not qualifying for hedge accounting (including foreign exchange)
net (gains)/losses on consolidation or disposal of interests in businesses
impairment charges net of reversals including corresponding amounts in share of profit in EAUs
the underlying EBITDA of discontinued operations
adjustments to closure provisions where the adjustment is associated with an impairment charge and for legacy sites where the
disturbance or environmental contamination relates to the pre-acquisition period.
In addition, there is a final judgemental category which includes, where applicable, other credits and charges that, individually or in aggregate
if of a similar type, are of a nature or size to require exclusion in order to provide additional insight into underlying business performance. In
2023, this included all re-estimates of the closure provisions for fully impaired sites identified in the second half of the year due to the
materiality of the adjustment in aggregate. In 2022, this category included the gain recognised by Kitimat relating to LNG Canada's project
and the gain recognised upon sale of the Cortez royalty. There were no similar items in 2024.
2024
US$m
2023
US$m
2022
US$m
Profit after tax for the year
11,574
9,953
13,048
Taxation
4,041
3,832
5,614
Profit before taxation
15,615
13,785
18,662
Depreciation and amortisation in subsidiaries, excluding capitalised depreciation(a)
5,744
4,976
4,871
Depreciation and amortisation in equity accounted units
559
484
470
Finance items in subsidiaries
876
1,713
1,846
Taxation and finance items in equity accounted units
1,002
741
640
Unrealised losses/(gains) on embedded commodity and currency derivatives not qualifying for hedge accounting
(including foreign exchange)
73
(15)
(6)
(Gains)/losses on consolidation and disposal of interests in businesses(b)
(1,214)
105
Impairment charges net of reversals (note 4)
573
936
52
Gain recognised by Kitimat relating to LNG Canada’s project(c)
(116)
Change in closure estimates (non-operating and fully impaired sites)(d)
86
1,272
180
Gain on sale of the Cortez royalty(e)
(432)
Underlying EBITDA
23,314
23,892
26,272
(a)Depreciation and amortisation in subsidiaries for the year ended 31 December 2024 is net of capitalised depreciation of US$174 million (2023: US$358 million; 2022: US$139 million).
(b)Gains on consolidation of businesses include the revaluation of our previously held interest in the NZAS joint operation as we acquired the remaining shares during the year and this became
a subsidiary. Disposals include the sale of Wyoming Uranium and Lake MacLeod, as described in note 5.
(c)During 2022, LNG Canada elected to terminate their option to purchase additional land and facilities for expansion of their operations at Kitimat, Canada. The resulting gain was excluded
from underlying EBITDA consistent with prior years as it was part of a series of transactions that together were material.
(d)In 2024, the charge to the income statement relates to the change in estimates of underlying closure cash flows, net of impact of a change in discount rate, expressed in real-terms, from
2.0% to 2.5% as applied to provisions for close-down, restoration and environmental liabilities at legacy sites where the environmental damage preceded ownership by Rio Tinto. In 2023,
the charge includes US$873 million related to the closure provision update announced by ERA on 12 December 2023, together with the update included in their half year results for the
period ended 30 June 2023, published in August 2023. This update was considered material and therefore it was aggregated with other closure study updates (see note 14) which were
similar in nature and have been excluded from underlying EBITDA. The other closure study updates were at legacy sites managed by our central closure team as well as an update at
Yarwun alumina refinery which was expensed due to the impairment earlier in the year. In 2022, the charge related to re-estimates of underlying closure cash flows for legacy sites where the
environmental damage preceded ownership by Rio Tinto.
(e)On 2 August 2022, we completed the sale of a gross production royalty which was retained following the disposal of the Cortez Complex in 2008. The gain recognised on sale of the royalty
was excluded from underlying EBITDA on the grounds of individual magnitude.
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Financial statements  |  Notes to the consolidated financial statements
2 Earnings per ordinary share
Basic earnings per share
2024
2023
2022
Net earnings attributable to owners of Rio Tinto (US$ million)
11,552
10,058
12,392
Weighted average number of shares (millions)(a)
1,623.1
1,621.4
1,619.8
Basic earnings per ordinary share (cents)
711.7
620.3
765.0
Diluted earnings per share
For the purposes of calculating diluted earnings per share, the effect of dilutive securities of 10.3 million shares in 2024 (2023: 10.1 million;
2022: 9.8 million) is added to the weighted average number of shares described in footnote (a) below. This effect is calculated under the
treasury stock method, in accordance with IAS 33 “Earnings per Share”. Our only potential dilutive ordinary shares are share awards for which
terms and conditions are described in note 27.
2024
2023
2022
Net earnings attributable to owners of Rio Tinto (US$ million)
11,552
10,058
12,392
Weighted average number of shares (millions)(a)
1,633.4
1,631.5
1,629.6
Diluted earnings per share attributable to ordinary shareholders of Rio Tinto (cents)
707.2
616.5
760.4
(a)The weighted average number of shares is calculated as the average number of Rio Tinto plc shares outstanding not held as treasury shares of 1,252.1 million (2023: 1,250.5 million; 2022:
1,248.9 million) plus the average number of Rio Tinto Limited shares outstanding of 371.0 million (2023: 370.9 million; 2022: 370.9 million) over the relevant period. There were no cross
holdings of shares between Rio Tinto Limited and Rio Tinto plc at 31 December 2024 (2023: nil; 2022: nil).
3 Dividends
Our Directors have announced a final dividend of 225.0 cents per share on 19 February 2025. This is expected to result in payments of
US$3,652 million. The dividend will be paid on 17 April 2025 to Rio Tinto plc and Rio Tinto Limited shareholders on the register at the close of
business on 7 March 2025. Dividends per share announced for the year ended 31 December are as follows.
2024
US cents
2023
US cents
2022
US cents
Ordinary dividends per share: announced with the results for the year(a)
225.0
258.0
225.0
(a)As announced on 26 July 2024, following changes to Rio Tinto Limited’s constitution approved by shareholders in 2024, we now declare and announce Rio Tinto plc and Rio Tinto Limited
dividends in USD, our reporting currency. Historically, we have declared and announced these dividends in GBP and AUD, respectively. Dividends declared and announced in GBP and AUD
for prior years can be found in note 3 to the Financial Statements in our 2023 Annual Report.
Total dividends per share paid in the year
2024
US cents
2023
US cents
2022
US cents
Previous year final - paid during the year
258.0
225.0
417.0
Previous year special - paid during the year
62.0
Interim - paid during the year
177.0
177.0
267.0
Total paid during the year
435.0
402.0
746.0
The franking credits available to the Group as at 31 December 2024, after allowing for Australian tax payable in respect of the current and prior
reporting period’s profit, are estimated to be US$9,177 million (2023: US$8,734 million; 2022: US$7,246 million).
The proposed Rio Tinto Limited dividend will be fully franked based on a tax rate of 30%, and reduce the franking account balance by US$358
million.
Reconciliation of dividend declared to dividend paid
2024
US$m
2023
US$m
2022
US$m
Rio Tinto plc previous year final dividend payable
3,185
2,875
5,024
Rio Tinto plc previous year special dividend payable
747
Rio Tinto plc interim dividend payable
2,238
2,147
3,162
Rio Tinto Limited previous year final dividend payable
936
815
1,597
Rio Tinto Limited previous year special dividend payable
237
Rio Tinto Limited interim dividend payable
666
629
949
Dividends payable during the year
7,025
6,466
11,716
Net movement of unclaimed dividends in the year
4
11
Dividends paid during the year(a)
7,025
6,470
11,727
(a)Until April 2024. we economically hedged the dividend cash flows from the announcement date to the payment date in order to reduce our foreign exchange exposure on these cash flows.
Following our policy change to declare dividends in US dollars, the period of currency exposure has shortened to the period from the date of final reinvestment and alternative currency elections
and the payment. The realised impact of these hedges was shown within “Other items” in the Cash flows from consolidated operations and is not included in the above.
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Financial statements  |  Notes to the consolidated financial statements
4 Impairment charges net of reversals
Recognition and measurement
Impairment charges and reversals are assessed at the level of cash-generating units (CGUs) which, in accordance with IAS 36 “Impairment of
Assets”, are identified as the smallest identifiable asset or group of assets that generate cash inflows, which are largely independent of the cash
inflows from other assets. Separate CGUs are identified where an active market exists for intermediate products, even if the majority of those
products are further processed internally. In some cases, individual business units consist of several operations with independent cash-
generating streams which constitute separate CGUs.
Goodwill acquired through business combinations is allocated to the CGU or groups of CGUs that are expected to benefit from the related
business combination, and tested for impairment at the lowest level within the Group at which goodwill is monitored for internal management
purposes. All CGUs containing goodwill (note 11), indefinite-lived intangible assets and intangible assets that are not ready for use (note 12) are
tested annually for impairment as at 30 September, regardless of whether there has been an impairment trigger, or more frequently if events or
changes in circumstances indicate a potential impairment charge.
Other relevant judgements - determination of CGUs
Judgement is applied to identify the Group’s CGUs, particularly when assets belong to integrated operations, and changes in CGUs could
impact impairment charges and reversals. The most relevant judgement for grouping continues to relate to the grouping of Rio Tinto Iron and
Titanium Quebec Operations and QIT Madagascar Minerals (QMM) as a single CGU on the basis that they are vertically integrated
operations and there is no active market for QMM’s ilmenite.
The most relevant judgement for disaggregation continues to relate to our bauxite and alumina refining operations in Australia whereby we
treat the Weipa bauxite mine as a separate CGU from the downstream assets at Gladstone. Currently, Weipa sells the majority of its bauxite
to third-party customers, whereas the alumina refineries are supplied with all of their bauxite internally.
Property, plant and equipment, including right-of-use assets and intangible assets with finite lives, are reviewed for impairment annually or more
frequently if there is an indication that the carrying amount may not be recoverable. This review starts with an appraisal of the perimeter of cash-
generating units to consider changes in the business or strategic direction. Following this, an assessment of internal and external indicators is
performed. Internal sources of information considered include assessment of the financial performance of the CGU and changes in mine plans.
External sources of information include changes in forecast commodity prices, costs and other market factors.
Non-current assets (excluding goodwill) that have suffered impairment are reviewed using the same basis for valuation as explained below
whenever events or changes in circumstances indicate that the impairment loss may no longer exist, or may have decreased. If appropriate, an
impairment reversal will be recognised. The carrying amount of the CGU after reversal must be the lower of (a) the recoverable amount, as
calculated above, and (b) the carrying amount that would have been determined (net of amortisation or depreciation) had no impairment loss
been recognised for the CGU in prior periods.
Key judgement - indicators of impairment and impairment reversals
Our mining operations require large upfront investment with long periods of construction and management of geotechnical stability risks from
large-scale excavation of open pits or underground tunnelling. During operation and towards the end of mine life, the economic performance
of assets is subject to greater influence by short term market dynamics, which can impact the economic feasibility of operations and life
extension options. Together these represent our most significant sources of uncertainty relating to the identification of indicators of
impairment and impairment reversal.
The underground expansion of our Oyu Tolgoi copper and gold mine in Mongolia is closely monitored for indicators of impairment and
impairment reversal, as it was previously impaired, meaning that carrying value and fair value were equal at that date. The ramp up of the
underground operations is progressing inline with our expectations, which means we have not identified an impairment trigger, however there
remain several years of construction, the complexity of which means we have not identified a trigger for impairment reversal. The Rio Tinto
Kennecott copper mine faced worsening geotechnical conditions in 2024, requiring a revised mine plan for 2025/26.  This increased
uncertainty was identified as an impairment indicator for Rio Tinto Kennecott and an impairment test was performed.
The Gladstone alumina refineries are responsible for more than half of our Scope 1 carbon dioxide emissions in Australia and have therefore
been a key focus as we evaluate options to decarbonise our assets. In 2023, an impairment indicator at these assets resulted in the full
write-down of the carrying value of Yarwun and a partial write-down of our assets at Queensland Alumina Limited (QAL). Continued studies
during 2024 in relation to the double digestion project to improve the energy efficiency and reduce the carbon emissions at QAL has
indicated a greater overall cost compared with our prior year assumption and therefore we have identified this as an impairment indicator and
performed an impairment test.
Where indication of impairment or impairment reversal exists, an impairment review is undertaken. The recoverable amount is assessed by
reference to the higher of value in use (being the net present value of expected future cash flows of the relevant CGU in its current condition)
and fair value less costs of disposal (FVLCD). When the recoverable amount of the CGU is measured by reference to FVLCD, this amount is
further classified in accordance with the fair value hierarchy for observable market data that is consistent with the unit of account for the CGU
being tested. The Group considers that the best evidence of FVLCD is the value obtained from an active market or binding sale agreement and,
in this case, the recoverable amount is classified in the fair value hierarchy as level 1. When FVLCD is based on quoted prices for equity
instruments but adjusted to reflect factors such as a lack of liquidity in the market, the recoverable amount is classified as level 2 in the fair
value hierarchy. No CGUs are currently assessed for impairment by reference to a recoverable amount based on FVLCD classified as level 1
or level 2.
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Financial statements  |  Notes to the consolidated financial statements
4 Impairment charges net of reversals continued
Where unobservable inputs are material to the measurement of the recoverable amount, FVLCD is based on the best information available to
reflect the amount the Group could receive for the CGU in an orderly transaction between market participants at the measurement date. This is
often estimated using discounted cash flow techniques and is classified as level 3 in the fair value hierarchy.
Where the recoverable amount is assessed using FVLCD based on discounted cash flow techniques, the resulting estimates are based on
detailed life-of-mine and long-term production plans. These may include anticipated expansions which are at the evaluation stage of study.
The cash flow forecasts for FVLCD purposes are based on management’s best estimates of expected future revenues and costs, including the
future cash costs of production, capital expenditure, and closure, restoration and environmental costs. For the purposes of determining FVLCD
from a market participant’s perspective, the cash flows incorporate management’s price and cost assumptions in the short and medium term. In
the longer term, operating margins are assumed to remain constant where appropriate, as it is considered unlikely that a market participant
would prepare detailed forecasts over a longer term. The cash flow forecasts may include net cash flows expected to be realised from the
extraction, processing and sale of material that does not currently qualify for inclusion in Ore Reserves. Such non-reserve material is only
included when there is a high degree of confidence in its economic extraction. This expectation is usually based on preliminary drilling and
sampling of areas of mineralisation that are contiguous with existing Ore Reserves. Typically, the additional evaluation required to achieve
reserves status for such material has not yet been done because this would involve incurring evaluation costs earlier than is required for the
efficient planning and operation of the mine.
As noted above, cost levels incorporated in the cash flow forecasts for FVLCD purposes are based on the current life-of-mine plan or long-term
production plan for the CGU. This differs from value in use which requires future cash flows to be estimated for the asset in its current condition
and therefore does not include future cash flows associated with improving or enhancing an asset’s performance. Anticipated enhancements to
assets may be included in FVLCD calculations and, therefore, generally result in a higher value.
Where the recoverable amount of a CGU is dependent on the life of its associated orebody, expected future cash flows reflect the current life-of-
mine and long-term production plans; these are based on detailed research, analysis and iterative modelling to optimise the level of return from
investment, output and sequence of extraction. The mine plan takes account of all relevant characteristics of the orebody, including waste-to-ore
ratios, ore grades, haul distances, chemical and metallurgical properties of the ore impacting process recoveries, and capacities of processing
equipment that can be used. The life-of-mine plan and long-term production plans are, therefore, the basis for forecasting production output and
production costs in each future year.
Forecast cash flows for Ore Reserve estimation for JORC purposes are generally based on Rio Tinto’s commodity price forecasts, which
assume short-term market prices will revert to the Group’s assessment of the long-term price, generally over a period of 3 to 5 years. For most
commodities, these forecast commodity prices are derived from a combination of analyses of the marginal costs of the producers and the
incentive price of these commodities. These assessments often differ from current price levels and are updated periodically. The Group does not
believe that published medium- and long-term forward prices necessarily provide a good indication of future levels because they tend to be
strongly influenced by spot prices. The price forecasts used for Ore Reserve estimation are generally consistent with those used for impairment
testing unless management deems that in certain economic environments a market participant would not assume Rio Tinto’s view on prices,
in which case in preparing FVLCD impairment calculations management estimates the assumptions that a market participant would be expected
to use.
Forecast future cash flows of a CGU take into account the sales prices under existing sales contracts.
The discount rates applied to the future cash flow forecasts represent an estimate of the rate the market participant would apply having regard to
the time value of money and the risks specific to the asset for which the future cash flow estimates have not been adjusted. The Group’s
weighted average cost of capital is generally used as a starting point for determining the discount rates, with appropriate adjustments for the risk
profile of the countries in which the individual CGUs operate. For final feasibility studies and Ore Reserve estimation, internal hurdle rates, which
are generally higher than the Group’s weighted average cost of capital, are used. For developments funded with project finance, the debt
component of the weighted average cost of capital may be calculated by reference to the specific interest rate of the project finance and
anticipated leverage of the project.
For operations with a functional currency other than the US dollar, the impairment review is undertaken in the relevant functional currency. In
estimating FVLCD, internal forecasts of exchange rates take into account spot exchange rates, historical data and external forecasts, and are
kept constant in real terms after 5 years. The great majority of the Group’s sales are based on prices denominated in US dollars. To the extent
that the currencies of countries in which the Group produces commodities strengthen against the US dollar without an increase in commodity
prices, cash flows and, therefore, net present values, are reduced. Management considers that, over the long term, there is a tendency for
movements in commodity prices to compensate to some extent for movements in the value of the US dollar, particularly against the Australian
dollar and Canadian dollar, and vice versa. However, such compensating changes are not synchronised and do not fully offset each other. In
estimating value in use, the present value of future cash flows in foreign currencies is translated at the spot exchange rate on the testing date.
Generally, discounted cash flow models are used to determine the recoverable amount of CGUs. In this case, significant judgement is required
to determine the appropriate estimates and assumptions used, and there is significant estimation uncertainty. In particular, for fair value less
costs of disposal valuations, judgement is required to determine the estimates a market participant would use. The discounted cash flow models
are most sensitive to the following estimates: the timing of project expansions; the cost to complete assets under construction; long-term
commodity prices; production timing and recovery rates; exchange rates; operating costs; reserve and resource estimates; closure costs;
discount rates; allocation of long-term contract revenues between CGUs; and, in some instances, the renewal of mining licences. Some of these
variables are unique to an individual CGU. Future changes in these variables may differ from management’s expectations and may materially
alter the recoverable amounts of the CGUs.
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Financial statements  |  Notes to the consolidated financial statements
4 Impairment charges net of reversals continued
2024
2023
2022
Note
Pre-tax
amount
US$m
Taxation
US$m
Non-
controlling
interest
US$m
Net
amount
US$m
Pre-tax
amount
US$m
Pre-tax
amount
US$m
Aluminium - Alumina refineries
(461)
(42)
(503)
(1,175)
Aluminium - Tiwai Point
41
37
78
Aluminium - MRN
(23)
(23)
Aluminium – Pacific Aluminium
(202)
Minerals - Diavik
(118)
32
(86)
Other operations - Simandou
239
Other operations - Roughrider
150
Total impairment charges net of reversals
(561)
27
(534)
(936)
(52)
Allocated as:
Intangible assets
12
231
150
Property, plant and equipment
13
(538)
(1,167)
Investment in equity accounted units (EAUs)
(202)
Share of profit after tax in EAUs
(23)
Total impairment charges net of reversals
(561)
(936)
(52)
Comprising:
Net impairment (charges)/reversals of
consolidated balances
(538)
(936)
150
Impairment (charges) related to EAUs (pre-tax)
(35)
(202)
Total impairment charges net of reversals
(573)
(936)
(52)
Taxation (including related to EAUs)
39
499
Non-controlling interests
(215)
Total impairment charges net of reversals in the
income statement
(534)
(652)
(52)
2024
Copper - Rio Tinto Kennecott, United States
For the past 3 years we have been managing a zone of pit wall geotechnical instability, principally through removal of material from the top of the
pit to de-weight the mine surface area known as “Revere”. Through the spring of 2024 as snow melted, accelerating movement in the high wall
was observed along 2 major fault lines. This movement has limited our ability to access the higher-grade primary ore on the south wall. During
the 3rd quarter of 2024, further studies on the geotechnical risks have been completed, indicating the need to change our mine plan to stabilise
pit wall movement and mitigate the risk of a significant geotechnical failure, this is expected to restrict ore deliveries from the primary ore face in
2025 and 2026. This new information represents a material deviation from the current mine plan and has therefore been identified as an
impairment indicator.
The recoverable amount for the CGU uses the fair value less cost of disposal methodology with real-terms post-tax cash flows discounted over
the expected life of mine at 6.3%. This includes preliminary estimates from a revised mine plan as future options for the open pit and
underground are reviewed, including growth options that remain subject to study and approval. The period of cash flows for end-of-mine closure
is significant relative to the period assumed for operations and therefore a post-tax real-terms discount rate of 2.5% has been used in the
recoverable amount determination for the cash outflows for the rehabilitation of the mine. No impairment charge has been recorded as the
overall net present value of cash flows based on our Conviction price series indicated that the recoverable amount exceeded the US$2.2 billion
carrying value of CGU by US$0.5 billion. This outcome is finely balanced as it represents less than 10% of the gross asset carrying value. To
illustrate the sensitivity of the recoverable amount to copper prices, with all other inputs unchanged, a reduction to the copper price of 3% across
all years would result in the recoverable amount of the CGU and the carrying value being equal. 
Impact of climate change on our business - demand for copper
As described in note 1, we anticipate increased demand for copper in the low carbon transition will result in higher copper prices. While we
have tested the Rio Tinto Kennecott CGU for impairment using our Conviction price assumptions, this is not aligned with the goals of the
Paris Agreement. Therefore we also provide a sensitivity using our Paris-aligned Aspirational Leadership scenario. We do not believe this is
representative of fair value less cost of disposal and it is provided for illustrative purposes only.
The weighted average selling price for copper under our Aspirational leadership scenario over the life of mine for the Rio Tinto Kennecott
CGU is 10 per cent greater than our Conviction prices. Utilising the copper and carbon tax prices from our Aspirational Leadership scenario
with all other assumptions remaining unchanged indicates an additional US$1.0 billion of net present value from post-tax cash flows. This
assumes no changes to mined ore, or changes to risk weightings for future mine expansions, which in a stronger pricing environment could
improve the economic business case.
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Financial statements  |  Notes to the consolidated financial statements
4 Impairment charges net of reversals continued
Aluminium - Alumina refineries, Australia
The Gladstone alumina refineries are responsible for more than half of our Scope 1 carbon dioxide emissions in Australia and therefore have
been a key focus as we evaluate options to decarbonise our assets. In 2023 we recorded an impairment of Queensland Alumina Limited (QAL)
refinery with the recoverable amount largely dependent upon the double digestion project, which was at the pre-feasibility study stage of project
evaluation. This major capital project improves the energy efficiency of the alumina production process and significantly reduces carbon
emissions. Continued studies for this project have indicated an increased capital cost compared with our previous assumption and therefore we
have performed a further test for impairment.
Using a fair value less cost of disposal methodology and discounting real-terms post-tax cash flows at 6.6%, we recognised a pre-tax
impairment charge of US$461 million (post-tax US$503 million). This charge was all allocated against property, plant and equipment leaving
them with a residual carrying value of US$151 million. The post-tax impairment charge also includes a consequential adjustment to deferred tax
asset recognition within the same tax group.
Impact of climate change on our business - Queensland alumina refinery
We are committed to the decarbonisation of our assets to reduce Scope 1 and 2 emissions by 50% by 2030 and to net zero emissions by
2050 relative to our 2018 equity baseline. We anticipate that further carbon action may be necessary to align with the goals of the Paris
Agreement to limit temperature increases to 1.5oC. To illustrate the sensitivity of the impairment outcome to the cost of carbon credits, we
have modelled a 10% increase in carbon costs with no change to any other cash flows or assumptions. This sensitivity indicated that a full
impairment of QAL would occur under this scenario.
Aluminium - Tiwai Point, New Zealand
On 30 May 2024, we signed 20-year power arrangements with electricity generators Meridian Energy, Contact Energy and Mercury NZ to set
pricing for an aggregate of 572MW of electricity to meet the smelter's electricity needs. These new arrangements were identified as an
impairment reversal trigger as they give us confidence that the smelter would continue operations competitively beyond the existing supply
arrangement, which ran to December 2024.
An impairment reversal is limited by the amount of depreciation that would have been charged had the previous impairments not occurred. In
this case, as the previous depreciation period was until December 2024, the impairment reversal was limited to US$41 million.
Aluminium - Porto Trombetas (MRN), Brazil
In preparing the local accounts for the year to 31 December 2023, after the publication of the Rio Tinto 2023 Annual Report, the directors of
Mineração Rio do Norte S.A. (MRN) recorded a local impairment charge triggered by cost increases, unfavourable exchange rates and declining
sales prices. The Rio Tinto share of that impairment is US$35 million pre-tax and US$23 million post-tax, and is included within the current
period share of profit after tax of equity accounted units.
Rio Tinto’s share of bauxite produced by MRN is vertically integrated into our Quebec Smelter CGU included in North America Aluminium
operations. We reviewed the carrying value of the investment in equity accounted unit as part of this CGU and did not identify indicators of
impairment.
Minerals - Diavik, Canada
During the year an impairment trigger was identified at the Diavik diamond mine due to lower than forecasted diamond prices and
short remaining life of mine. Using a value in use methodology and discounting real-terms post-tax cash flows at 6.6%, we recognised a
pre-tax impairment charge of US$118 million (post-tax US$86 million). This represents a full impairment of property, plant and equipment in
the CGU.
2023
Aluminium - Alumina refineries, Australia
In March 2023, the Australian Parliament legislated to introduce a requirement for large heavy industrial carbon emitters to purchase carbon
credits based on their Scope 1 emissions with a reducing baseline for these emissions. The challenging market conditions facing these assets,
together with our improved understanding of the capital requirements for decarbonisation and the legislated cost escalation for carbon
emissions, were identified as impairment triggers during the 6 months ended 30 June 2023.
Using a fair value less cost of disposal methodology and discounting real-terms post-tax cash flows at 6.6%, we recognised a pre-tax
impairment charge of US$1,175 million (post-tax US$828 million). This represented a full impairment of the property, plant and equipment at the
Yarwun alumina refinery (US$948 million) and an impairment of US$227 million for the property, plant and equipment of QAL. These
impairments reflected market participant assumptions and the difficult trading conditions for these assets which were operating below our
planned output during the first half of 2023.
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Financial statements  |  Notes to the consolidated financial statements
4 Impairment charges net of reversals continued
Other operations - Simandou, Guinea
The Simandou project in Guinea was fully impaired in 2015 as uncertainty over infrastructure ownership and funding had resulted in further
spend on exploration and evaluation being neither budgeted nor planned. In the second half of 2023, we concluded key agreements with the
Republic of Guinea and Winning Consortium Simandou (WCS) on the trans-Guinean infrastructure for the Simandou project and progressed
agreements with our joint venture partners that will enable the development of the Simandou iron ore mine. We therefore concluded that
although development agreements remain subject to regulatory approvals, the key uncertainties that gave rise to the 2015 impairment had
reversed and consequently an impairment reversal trigger was identified at 1 October 2023.
Revisions to the Investment Framework and changes to the proposed infrastructure arrangements since 2015 meant that historical costs
associated with these items were superseded and therefore the attributable asset cost and accumulated impairment associated with these items
was permanently derecognised. Previously capitalised exploration and evaluation costs associated with the mine and retained items of property,
plant and equipment that continue to be relevant to the Simandou project development were assessed for impairment reversal. The recoverable
amount of the CGU measured on a fair value less cost of disposal basis, was significantly greater than the historical cost of the remaining
impaired assets and therefore supported a full reversal of their previously recorded impairment charge. The pre-tax impairment reversal of
US$239 million was allocated as US$231 million to intangible assets (exploration and evaluation) and US$8 million to property, plant and
equipment. A deferred tax asset of US$152 million was recorded to account for the difference between the asset values included in the Group
accounts and the carrying value of in-country depreciable assets. Under our Aspirational Leadership pricing scenario, increases in carbon
pricing are expected to drive demand for the higher-grade iron ore at Simandou which would indicate a higher recoverable value. As the
previous impairment was fully reversed, this Paris-aligned sensitivity would not result in a different impairment reversal.
All spend on the Simandou project between the impairment in 2015 and 30 September 2023 was expensed as incurred. With effect from
1 October 2023, qualifying spend has been capitalised.
2022
Other operations - Roughrider, Canada
On 17 October 2022, we completed the sale of the Roughrider uranium undeveloped project located in the Athabasca Basin in Saskatchewan,
Canada for US$150 million (US$80 million in cash and US$70 million in shares of Uranium Energy Corp.). The project was fully impaired during
the year ended 31 December 2017 due to significant uncertainty over whether commercially viable quantities of Mineral Resources could be
identified at a future date. The sale therefore led to an impairment reversal during the year ended 31 December 2022. It also led to a loss on
disposal being recognised of US$105 million arising from the recycling of the currency translation reserve to the income statement.
Aluminium - Pacific Aluminium, Australia and New Zealand
The operating and economic performance of the Boyne Smelter in Queensland, Australia was below our expectations in 2022. The plant
operated with reduced capacity and the economic performance suffered due to the high cost of energy from the coal-fired Gladstone Power
Station. These conditions were identified as an impairment trigger. We calculated a recoverable amount for the CGU based on post-tax cash
flows, expressed in real terms and discounted using a post-tax rate of 6.6% over the period to 2029. This date was chosen as it coincided with
both the remaining term of the Boyne Smelter joint venture agreements and the Group’s Paris-aligned commitment to reduce carbon emissions
by 50% by 2030 relative to the 2018 baseline. Despite the implementation of temporary energy price caps by the Australian Government in
2022, this resulted in an impairment charge of US$202 million, representing a full impairment of the carrying value of the Boyne Smelter
investment in equity accounted unit.
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Financial statements  |  Notes to the consolidated financial statements
5 Acquisitions and disposals
Acquisitions
Recognition and measurement
In determining whether a particular set of activities is a business, an
acquired arrangement has to have an input and substantive process,
which together significantly contribute to the ability to create outputs.
Where an acquisition does not meet the definition of a business as
defined by IFRS 3 “Business Combinations”, each asset is recognised
on the balance sheet at fair value. In the consolidated cash flow
statement we assess, based on the substance of the transaction,
whether to allocate the cash consideration for these transactions either
to “Purchases of property, plant and equipment, and intangible assets”
or to “Acquisitions of subsidiaries, joint ventures and associates”
depending on the type of assets purchased.
For undeveloped mining projects that have arisen through acquisition,
the allocation of the purchase price consideration may result in
undeveloped properties being recognised at an earlier stage of project
evaluation compared with projects arising from the Group’s exploration
and evaluation program. Subsequent expenditure on acquired
undeveloped projects is only capitalised if it meets the high degree of
confidence threshold discussed in note 12.
Where we increase our ownership interest in a subsidiary, the difference
between the purchase price and the carrying value of the share of net
assets acquired is recorded in equity. The cash cost of such purchases is
included within “financing activities” in the cash flow statement.
2024
Proposed acquisition of Arcadium Lithium
On 9 October 2024, Rio Tinto and Arcadium Lithium plc (Arcadium
Lithium) announced a definitive agreement under which Rio Tinto will
acquire Arcadium Lithium in an all-cash transaction for $5.85 per
share. The transaction has been unanimously approved by the Board
of Directors of both Rio Tinto and Arcadium Lithium. On 23 December
2024, Arcadium Lithium announced that it had obtained the requisite
approvals of their shareholders. The transaction is also subject to the
approval of the Royal Court of Jersey and receipt of customary
regulatory approvals and other closing conditions, which is expected
to close in March 2025.
On 22 January 2025, Rio Tinto committed to providing Arcadium
Lithium with a loan of US$200 million, which was fully drawn on
30 January 2025, and a further US$300 million loan facility to support
certain capital expenditures, subject to certain conditions precedent.
These loans are interest bearing and are due for repayment on 1
September 2027, though earlier settlement without penalty is
permitted.
Boyne Smelters Limited (BSL)
Following approval from Australia’s Foreign Investment Review Board
(FIRB), on 30 September 2024, we completed the acquisition of
Mitsubishi Corporation’s 11.65% interest in BSL, which owns and
operates the Boyne Island aluminium smelter in Gladstone Australia. On
1 November 2024, we also completed the acquisition of Sumitomo
Chemical Company Limited’s (SCC) 2.46% interest in BSL, increasing
our total interest in BSL to 73.5%. BSL remains accounted for as an
investment in associate under the equity method.
New Zealand Aluminium Smelters Limited (NZAS)
On 1 November 2024, we acquired SCC’s 20.64% interest in NZAS,
which owns and operates the Tiwai Point aluminium smelter in New
Zealand. This transaction has been accounted for as a business
combination achieved in stages, with our previous 79.36% interest in the
NZAS joint operation being remeasured to fair value and forming the
majority of the consideration for the acquisition of this subsidiary.
The fair value of 100% of NZAS has been calculated as US$386
million based on forecast post-tax cash flows consistent with the
methodology used for the impairment reversal. The extent of the
30 June 2024 impairment reversal was restricted to US$41 million, as
described in note 4.  However, business combination accounting
requires us to take into account the full fair value measurement from
the revised business outlook incorporating the new 20-year power
arrangements.
A gain of US$638 million (post-tax US$467 million) has been
recorded within “Gains/(losses) on consolidation and disposal of
interests in businesses” in the consolidated income statement,
principally due to the net post-tax fair value of our share of the joint
operation of US$290 million, exceeding the carrying value of the
previously held interest of US$(78) million which includes the closure
provision. This resulted in an increase to the carrying value of
property, plant and equipment of US$650 million and deferred tax
liabilities of US$171 million. All other carrying value adjustments were
proportionate to our increase in equity ownership, and no goodwill
was recognised.
WCS Rail and Port entities
On 15 July 2024, our subsidiary SimFer Jersey Limited’s investment
in Winning Consortium Simandou (WCS) for co-development of the
rail and port infrastructure became unconditional.
On 17 July 2024, we acquired a 34% equity interest in Winning
Consortium Simandou Railway Pte. Ltd and Winning Consortium
Simandou Ports Pte. Ltd (together referred to as “WCS Rail and Port
entities”), through our partially owned subsidiary SimFer Jersey for
US$313 million.  The Rio Tinto share of this consideration was
US$166 million and US$147 million was funded by Chalco Iron Ore
Holdings Ltd (CIOH). Further shareholder loan funding to the WCS Rail
and Port entities was made on the same day directly by Rio Tinto and
CIOH, in proportion to their respective 53% and 47% ownership interest
of SimFer Jersey, to these equity accounted units.
2023
Nuevo Cobre
On 8 November 2023, we acquired Meridian Minera Limitada’s (MML)
57.74% share in Agua de la Falda (ADLF) for US$45 million.
Subsequently, we entered into an agreement with Corporación
Nacional del Cobre de Chile (Codelco), a state-owned enterprise, to
explore and potentially acquire assets in Chile’s prospective Atacama
region - the project is known as Nuevo Cobre.
The majority ownership of 57.74% equity confered voting rights that 
allow Rio Tinto to control the relevant activities of Nuevo Cobre.
Therefore, we accounted for Nuevo Cobre as an investment in a
partially owned subsidiary. There was no goodwill recognised on 
acquisition as the transaction was not accounted for as a business
combination. The difference between the net assets acquired and the
purchase consideration was recognised within Intangible assets as
Exploration and evaluation assets. The transaction gave rise to the
recognition of a non-controlling interest of US$33 million, representing
Codelco’s 42.26% equity stake in Nuevo Cobre.
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Financial statements  |  Notes to the consolidated financial statements
5 Acquisitions and disposals continued
Acquisitions (continued)
Matalco
On 30 November 2023, Rio Tinto and Giampaolo Group completed a
transaction to form the Matalco joint venture. We acquired a 50%
equity interest in Matalco Canada Inc. which owns one Canadian
aluminium recycling facility and a 50% equity interest in Matalco USA
LLC which owns 6 aluminium recycling facilities in the US for
combined consideration of US$738 million, inclusive of accrued
transaction costs and working capital adjustments.
Rio Tinto has joint control over the Matalco businesses and therefore
our investment is accounted for under the equity method.
The fair value of the underlying identifiable assets acquired and liabilities
assumed had been provisionally determined at 31 December 2023.
During 2024, the acquisition accounting for Matalco, which was subject
to the finalisation of working capital adjustments, was completed and did
not result in any material adjustments. 
2022
Rincon
Following approval from Australia’s Foreign Investment Review Board
(FIRB), on 29 March 2022 we completed the acquisition of Rincon
Mining Pty Limited (Rincon), the owner of a lithium project in
Argentina. Total cash consideration was US$825 million. In
determining whether Rincon’s set of activities is a business, we
assessed whether it had inputs and substantive processes which
together significantly contribute to the ability to create outputs. Based
on this assessment, we concluded that Rincon did not meet the
definition of a business as defined by IFRS 3 “Business
Combinations” and therefore no goodwill was recorded. The
transaction was therefore treated as an asset purchase with US$822
million of capitalised exploration and evaluation recorded for the
principal economic resource. The balance of total consideration was
allocated to property, plant and equipment and other assets/liabilities.
For the consolidated cash flow statement we determined that, since
Rincon constitutes a group of companies, it was appropriate to
present the cash outflow as “Acquisitions of subsidiaries, joint
ventures and associates” rather than as separate asset purchases
even though it did not meet the definition of a business combination.
Turquoise Hill Resources (TRQ)
On 16 December 2022 we acquired the remaining 49% share of
TRQ. The consideration paid amounted to US$2,961 million. The
transaction was not classified as a business combination as it related
to the purchase of non-controlling interests in a subsidiary. It was
recognised in the statement of changes in equity as an adjustment to
retained earnings.
Certain shareholders exercised their right to dissent to the
transaction. In accordance with the terms of the circular, the dissent
proceedings were concluded during 2024, and final consideration has
been paid to the dissenting shareholders.
Disposals
Recognition and measurement
If a group of assets and liabilities (disposal group) is sold, the carrying
value of the disposal group is de-recognised with the difference
between the carrying amount and the consideration received
recognised in the income statement. Certain amounts previously
recognised in other comprehensive income in respect of the entity
disposed of may be recycled to the income statement. The cash
proceeds of disposals are included within “Investing activities” in the
cash flow statement.
2024
Wyoming Uranium
On 5 December 2024, we completed our sale of the Sweetwater
uranium mill facility together with mining projects (collectively known as
“Wyoming Uranium”) to Uranium Energy Corp. (UEC) for cash
consideration of US$175 million.
Lake MacLeod
On 2 December 2024, we completed our sale of Dampier Salt
Limited’s Lake MacLeod salt and gypsum operation in Carnarvon to
Leichhardt Industrials Group (Leichhardt) for cash consideration of
US$247 million.
2023
La Granja
On 28 August 2023, we completed the sale of a 55% interest in the
undeveloped La Granja project in Peru for US$105 million to First
Quantum Minerals (FQM). The consideration received was recorded in
the cash flow statement for US$104 million (net of US$1 million of cash
balance), of which US$16 million relating to sale of land was included
within “net cash used in investing activities” and the remaining US$88
million was included within “net cash generated from operating
activities”. As a result of the sale, our retained interest in La Granja
represents a 45% owned associate (equity accounted) over which Rio
Tinto has significant influence during the evaluation phase.
On initial recognition, the gain on fair valuation of interest retained in
the project of US$85 million was recognised to the extent of
US$47 million (relating to the 55% interest sold) within “profit relating
to interests in undeveloped projects” and the remaining gain of
US$38 million was eliminated against the fair value of the EAU. In
total, we recognised a pre-tax gain of US$154 million in the income
statement, primarily representing the consideration transferred by
First Quantum, plus the fair value of the retained interest in the
project.
2022
Roughrider
As summarised in note 4, we sold our shareholding in the Roughrider
uranium undeveloped project on 17 October 2022 for consideration of
US$150 million (US$80 million in cash and US$70 million in shares of
UEC). This transaction was treated as a disposal of a subsidiary as the
carrying value was largely represented by assets recorded as a
purchase price allocation from the Hathor Exploration business
combination in 2012.
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Financial statements  |  Notes to the consolidated financial statements
6 Revenue by destination and product
Recognition and measurement
We recognise sales revenue related to the transfer of promised goods
or services when control of the goods or services passes to the
customer. The amount of revenue recognised reflects the
consideration to which the Group is, or expects to be, entitled in
exchange for those goods or services.
Sales revenue is recognised on individual sales when control
transfers to the customer. In most instances, control passes and sales
revenue is recognised when the product is delivered to the vessel or
vehicle on which it will be transported once loaded, the destination
port or the customer’s premises. There may be circumstances when
judgement is required based on the 5 indicators of control below:
The customer has the significant risks and rewards of ownership
and has the ability to direct the use of, and obtain substantially all
of the remaining benefits from, the good or service.
The customer has a present obligation to pay in accordance with
the terms of the sales contract. For shipments under the Incoterms
cost, insurance and freight (CIF)/carriage paid to (CPT)/cost and
freight (CFR), this is generally when the ship is loaded, at which
time the obligation for payment is for both product and freight.
The customer has accepted the asset. Sales revenue may be
subject to adjustment if the product specification does not conform
to the terms specified in the sales contract but this does not impact
the passing of control. Assay and specification adjustments have
historically been immaterial.
The customer has legal title to the asset. The Group usually retains
legal title until payment is received for credit risk purposes only.
The customer has physical possession of the asset. This indicator
may be less important as the customer may obtain control of an
asset prior to obtaining physical possession, which may be the
case for goods in transit.
Revenue is principally derived from sale of commodities. We sell the
majority of our products on CFR or CIF Incoterms. This means that the
Group is responsible (acts as principal) for providing shipping services
and, in some instances, insurance after the date at which control of
goods passes to the customer at the loading port. The Group, therefore,
has separate performance obligations for freight and insurance services
that are provided solely to facilitate the sale of the products it produces.
Other Incoterms commonly used by the Group are free on board (FOB),
where the Group has no responsibility for freight or insurance once
control of the goods has passed at the loading port, and delivered at
place (DAP), where control of the goods passes when the product is
delivered to the agreed destination. For these Incoterms, there is only
one performance obligation, being the provision of product at the point
where control passes.
Within each sales contract, each unit of product shipped is a separate
performance obligation. Revenue is generally recognised at the
contracted price as this reflects the standalone selling price. Sales
revenue excludes any applicable sales taxes. Sales of copper
concentrate are stated net of the treatment and refining charges,
which will be required to convert it to an end product.
The Group’s products are sold to customers under contracts that vary
in tenure and pricing mechanisms, including some volumes sold on
the spot market. Pricing for iron ore is on a range of terms, the
majority being either monthly or quarterly average pricing
mechanisms, with a smaller proportion of iron ore volumes being sold
on the spot market.
Certain of the Group’s products may be provisionally priced at the date
revenue is recognised and a provisional invoice issued; however,
substantially all iron ore and aluminium sales are reflected at final prices
in the results for the period. Provisionally priced receivables are
subsequently measured at fair value through the income statement
under IFRS 9 “Financial Instruments” as described in note 24. The final
selling price for all provisionally priced products is based on the price for
the quotational period stipulated in the contract. Final prices for copper
concentrate are normally determined between 30 and 120 days after
delivery to the customer. The change in value of the provisionally priced
receivable is based on relevant forward market prices and is included in
sales revenue. Refer to “Other revenue” within the sales by product
disclosure below.
Revenues from the sale of significant by-products, such as gold, are
included in sales revenue. Third-party commodity swap arrangements
principally for delivery and receipt of smelter-grade alumina are offset
within operating costs. The sale and purchase of third-party production
for own use or to mitigate shortfalls in our production are accounted for
on a gross basis with sales presented within revenue from contracts with
customers. Other operating income includes revenue incidental to the
main revenue-generating activities of the operations and is treated as a
credit to operating costs.
Typically, the Group has a right to payment before or at the point that
control of the goods passes, including a right, where applicable, to payment
for provisionally priced products and unperformed freight and insurance
services. Cash received before control passes is recognised as a contract
liability. The amount of consideration does not contain a significant
financing component as payment terms are less than one year. We have a
number of long-term contracts to supply products to customers in future
periods. Generally, revenue is recognised on an invoice basis, as each unit
sold is a separate performance obligation and therefore the right to
consideration from a customer corresponds directly with our performance
completed to date.
We do not disclose sales revenue from freight and insurance services
separately as we do not consider that this is necessary in order to
understand the impact of economic factors on the Group. Our Chief
Executive, the CODM as defined under IFRS 8 “Operating
Segments”, does not review information specifically relating to these
sources of revenue in order to evaluate the performance of business
segments and Group information on these sources of revenue is not
provided externally.
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Financial statements  |  Notes to the consolidated financial statements
6 Revenue by destination and product continued
Consolidated sales revenue by destination(a)
2024
%
2023
%
2022
%
2024
US$m
2023
US$m
2022
US$m
Greater China
57.4
59.6
54.3
30,814
32,193
30,172
US
16.8
13.9
15.9
9,007
7,516
8,823
Asia (excluding Greater China and Japan)
6.9
7.2
7.1
3,718
3,881
3,937
Japan
6.5
6.9
7.4
3,470
3,727
4,091
Europe (excluding UK)
4.8
5.3
6.5
2,580
2,859
3,618
Canada
2.9
2.9
3.1
1,562
1,588
1,743
Australia
2.0
1.7
1.9
1,076
923
1,047
UK
0.3
0.1
0.3
143
81
182
Other countries
2.4
2.4
3.5
1,288
1,273
1,941
Consolidated sales revenue
100
100
100
53,658
54,041
55,554
(a)Consolidated sales revenue by geographical destination is based on the ultimate country of the product's destination, if known. Where the ultimate destination is not known, we have
defaulted to the shipping address of the customer. Rio Tinto is domiciled in both the UK and Australia.
Consolidated sales revenue by product
We have sold the following products to external customers during the year:
2024
2023
2022
Revenue from
contracts with
customers
US$m
Other
revenue(a)
US$m
Consolidated
sales revenue
US$m
Revenue from
contracts with
customers
US$m
Other
revenue(a)
US$m
Consolidated
sales revenue
US$m
Revenue from
contracts with
customers
US$m
Other
revenue(a)
US$m
Consolidated
sales revenue
US$m
Iron ore
31,334
(530)
30,804
33,383
389
33,772
33,068
(267)
32,801
Aluminium, alumina and bauxite
12,947
48
12,995
12,039
(63)
11,976
13,955
(165)
13,790
Copper
4,791
(63)
4,728
3,219
(1)
3,218
3,276
(80)
3,196
Industrial minerals (comprising titanium
dioxide slag, borates and salt)
2,678
(3)
2,675
2,806
(8)
2,798
2,685
(16)
2,669
Gold
788
9
797
470
6
476
564
9
573
Diamonds
279
279
444
444
816
816
Other products and freight services(b)
1,385
(5)
1,380
1,360
(3)
1,357
1,710
(1)
1,709
Consolidated sales revenue
54,202
(544)
53,658
53,721
320
54,041
56,074
(520)
55,554
(a)Consolidated sales revenue includes both revenue from contracts with customers, accounted for under IFRS 15 “Revenue from Contracts with Customers”, and subsequent movements in
provisionally priced receivables, accounted for under IFRS 9, and included in “Other revenue” above.
(b)“Other products and freight services” includes metallic co-products, molybdenum, silver and other commodities.
7 Net operating costs (excluding items disclosed separately)
Note
2024
US$m
2023
US$m
2022
US$m
Raw materials, consumables, repairs and maintenance
12,115
12,019
12,477
Amortisation of intangible assets
12
138
124
159
Depreciation of property, plant and equipment
13
5,780
5,210
4,851
Employment costs
26
7,055
6,636
6,002
Shipping and other freight costs
2,942
2,781
3,146
Decrease in finished goods and work in progress(a)
2,407
1,152
803
Royalties
2,938
3,135
2,994
Amounts charged by equity accounted units(b)
875
1,163
1,429
Net foreign exchange gains
(193)
(47)
(42)
Gain on sale of the Cortez royalty(c)
(432)
Gains recognised by Kitimat relating to LNG Canada’s project(d)
(116)
Provisions (including exchange differences on provisions)
398
1,491
1,006
Research and development
398
245
76
Other external costs(e)
5,037
5,295
4,161
Costs included above capitalised or shown on a separate line item(f)
(1,203)
(1,331)
(722)
Other operating income(g)
(942)
(821)
(1,022)
Net operating costs (excluding items disclosed separately)(h)
37,745
37,052
34,770
(a)Includes purchases of third-party material to satisfy sales contracts.
(b)Amounts charged by equity accounted units relate to toll processing fees and also include purchases from equity accounted units of bauxite, aluminium and copper concentrate which are
then processed by the product group or sold to third parties.
(c)On 2 August 2022, we completed the sale for US$525 million of a gold royalty which was retained following the disposal of the Cortez mine in 2008.
(d)During the first half of 2022, LNG Canada elected to terminate their option to purchase additional land and facilities for expansion of their operations at Kitimat, Canada.
(e)In 2024, other external costs include US$217 million (2023: US$269 million, 2022: US$465 million) of short-term lease costs and US$46 million (2023: US$40 million, 2022: US$50 million)
of variable lease costs recognised in the income statement in accordance with IFRS 16 “Leases”. Refer to note 21.
(f)In 2024, US$923 million (2023: US$1,007 million; 2022: US$485 million) of operating costs were capitalised, US$220 million (2023: US$247 million; 2022: US$190 million) of costs were
shown separately within “Exploration and evaluation costs” in the consolidated income statement, and US$60 million (2023: US$77 million; 2022: US$47 million) of costs were shown within
operating costs as “Research and development”.
(g)Other operating income includes sundry revenue incidental to the main revenue-generating activities of the operations.
(h)Operating decarbonisation spend of US$306 million (2023: US$234 million; 2022: US$138 million) is allocated as US$253 million (2023: US$182 million; 2022: US$88 million) within ”Net
operating costs (excluding items disclosed separately)”, with the remainder included in our share of profit or loss of equity accounted units.
Annual Report on Form 20-F 2024
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Financial statements  |  Notes to the consolidated financial statements
8 Exploration and evaluation expenditure
Exploration and evaluation expenditure includes costs that are directly attributable to:
researching and analysing existing exploration data
conducting geological studies, exploratory drilling and sampling
examining and testing extraction and treatment methods
compiling various studies (order of magnitude, pre-feasibility and feasibility) and/or
early works at mine sites prior to full notice to proceed.
Exploration expenditure relates to the initial search for deposits with economic potential. Expenditure on exploration activity undertaken by the
Group is not capitalised.
Evaluation expenditure relates to a detailed assessment of deposits or other projects (including smelter and refinery projects) that have been
identified as having economic potential. These costs are also expensed until the business case for the project is sufficiently advanced. For
greenfield projects, expensing typically continues to a later phase of study compared with brownfield expansions.
The charge for the year and the net amount of intangible assets capitalised during the year are as follows.
2024
US$m
2023
US$m
2022
US$m
Expenditure in the year (inclusive of net cash proceeds of nil (2023: US$88 million; 2022: US$1 million) on
disposal of undeveloped projects)(a)
(1,337)
(1,684)
(1,097)
Non-cash movements and non-cash proceeds on disposal of undeveloped projects
(15)
(17)
(6)
Amount capitalised during the year
416
471
207
Exploration and evaluation expenditure (net of profit from disposal of interests in undeveloped projects)
per income statement
(936)
(1,230)
(896)
Comprising:
Exploration and evaluation expenditures
(935)
(1,384)
(897)
(Loss)/profit from disposal of interests in undeveloped projects(a)
(1)
154
1
(a)In 2023, net cash proceeds of US$88 million were received in relation to the sale of a 55% interest in the undeveloped La Granja project in Peru, for which we recognised a gain on disposal
of US$154 million. This profit is recorded within underlying EBITDA as it represents recovery of past exploration and evaluation expenditures that were also included within underlying
EBITDA. Refer to note 5 for details of the transaction.
9 Finance income and finance costs
Note
2024
US$m
2023
US$m
2022
US$m
Finance income from loans to equity accounted units
24
4
3
Other finance income (including bank deposits, net investment in leases, and other
financial assets)
490
532
176
Total finance income
514
536
179
Interest on:
Financial liabilities at amortised cost (excluding lease liabilities) and associated derivatives
(1,126)
(1,209)
(713)
Lease liabilities
(70)
(50)
(49)
Fair value movements:
Bonds designated as hedged items in fair value hedges(a)
(9)
(190)
526
Derivatives designated as hedging instruments in fair value hedges(a)
18
203
(515)
Amounts capitalised(b)
13
424
279
416
Total finance costs
(763)
(967)
(335)
(a)The main sources of ineffectiveness of the fair value hedges include changes in the timing of the cash flows of the hedging instrument compared to the underlying hedged item, and changes
in the credit risk of parties to the hedging relationships.
(b)We capitalise interest based on the Group or relevant subsidiary’s cost of borrowing (refer to note 13) or at the rate of project-specific debt (where applicable).
Annual Report on Form 20-F 2024
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Financial statements  |  Notes to the consolidated financial statements
10 Taxation
Recognition and measurement
The taxation charge contains both current and deferred tax.
Current tax is the tax expected to be payable on the taxable income for the year calculated using rates applicable during the year. It includes
adjustments for tax expected to be payable or recoverable in respect of previous periods. Where the amount of tax payable or recoverable is
uncertain, we establish provisions based on either: the Group’s judgement of the most likely amount of the liability or recovery; or, when there is
a wide range of possible outcomes, a probability weighted average approach.
Deferred tax is calculated in accordance with IAS 12, at the rate expected to apply when the asset is realised or liability settled, according to
rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is generally recognised in respect of differences
between the carrying values of assets and liabilities in the financial statements and their tax bases. Deferred tax assets are recognised to the
extent it is probable that taxable profit will be available against which the deductible temporary difference can be utilised.
Deferred tax is not recognised on the initial recognition of goodwill or of assets and liabilities, other than in a business combination, that at the
time of the transaction impact neither accounting nor taxable profit, except where the transaction gives rise to equal and offsetting taxable and
deductible temporary differences. Deferred tax is not recognised in respect of investments in subsidiaries and associates and jointly controlled
entities where the Group is able to control the timing of the reversal of the temporary difference and it is probable they will not reverse in the
foreseeable future.
The mandatory exception to recognising and disclosing information related to deferred tax assets and liabilities related to Pillar Two income
taxes has been applied as required by IAS 12. The Pillar Two global minimum tax of 15% formulated by the Organisation for Economic Co-
operation and Development (OECD) was substantively enacted by the United Kingdom on 20 June 2023, with application from 1 January 2024.
Exposure to additional taxation under Pillar Two is immaterial to the Group.
Current and deferred tax assets and liabilities are offset when the balances are related to taxes levied by the same taxing authority, there is a
legally enforceable right to offset, and it is intended that they be settled on a net basis or realised simultaneously.
Other relevant judgements - uncertain tax positions
The Group operates across a large number of jurisdictions and is subject to review and challenge by local tax authorities on a range of tax
matters. Where the amount of tax payable or recoverable is uncertain, whether due to local tax authority challenge or due to uncertainty
regarding the appropriate treatment, judgement is required to assess the probability that the adopted treatment will be accepted. In
accordance with IFRIC 23 “Uncertainty over Income Tax Treatments”, if it is not probable that the treatment will be accepted, the Group
accounts for uncertain tax provisions for all matters worldwide based on the Group’s judgement of the most likely amount of the liability or
recovery, or, where there is a wide range of possible outcomes, using a probability weighted average approach. Uncertain tax provisions
include any related interest and penalties.
The Mongolian Tax Authority has issued a number of tax assessments covering the fiscal years 2013 to 2020, the most recent of which was
received in December 2023, which are inconsistent with the Oyu Tolgoi Investment Agreement and Mongolian legislation. The matters under
dispute have been referred to international arbitration. As required by Mongolian law, we have paid US$438 million (US dollar equivalent at
the time of payment) in respect of the assessments, including US$82 million paid in the current year, pending resolution of the disputes
through the arbitration. The assessments also seek to disallow tax deductions, including future tax deductions, in respect of amounts accrued
and payable in the future.
Management regularly re-evaluates the likely outcomes from the dispute based on the progress of the arbitration proceedings, legal advice,
and discussions with the Government of Mongolia. In 2024, we have recorded a provision of US$295 million for uncertain tax positions
reflecting our best estimate of the likely outcome from the dispute. It is possible that the outcome of these proceedings could result in a
change in our estimated exposure in respect of the matters under dispute and therefore a material revision to this provision in future periods.
Differences in interpretation of the Investment Agreement and Mongolian legislation could have a material impact on the recovery of certain
deferred tax assets, further details of which are provided in note 15.
Annual Report on Form 20-F 2024
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Financial statements  |  Notes to the consolidated financial statements
10 Taxation continued
Taxation charge
Note
2024
US$m
2023
US$m
2022
US$m
Current
4,434
5,092
4,851
Deferred
15
(393)
(1,260)
763
Total taxation charge
4,041
3,832
5,614
Prima facie tax reconciliation
2024
US$m
2023
US$m
2022
US$m
Profit before taxation(a)
15,615
13,785
18,662
Prima facie tax payable at UK rate of 25.0% (2023: 23.5%; 2022: 19%)(b)
3,904
3,239
3,546
Higher rate of taxation of 30% on Australian earnings (2023: 30%; 2022: 30%)
613
835
1,550
Other tax rates applicable outside the UK and Australia
(303)
(2)
(17)
Tax effect of profit from equity accounted units, related impairments and expenses(a)
(210)
(159)
(109)
Impact of changes in tax rates
(15)
(173)
(11)
Resource depletion allowances
(10)
(11)
(40)
Recognition of previously unrecognised deferred tax assets(c)
(640)
(157)
(261)
Write-down of previously recognised deferred tax assets(d)
203
932
Utilisation of previously unrecognised deferred tax assets
(42)
(10)
(37)
Unrecognised current year operating losses(e)
185
567
212
Uncertain tax provision(f)
295
Deferred tax arising on internal sale of assets in Canadian operations(g)
(364)
Adjustments in respect of prior periods(h)
(13)
31
(222)
Other items(i)
74
36
71
Total taxation charge
4,041
3,832
5,614
(a)The Group profit before tax includes profit after tax of equity accounted units. Consequently, the tax effect on the profit from equity accounted units is included as a separate reconciling item
in this prima facie tax reconciliation.
(b)As a UK headquartered and listed Group, the reconciliation of expected tax on accounting profit to tax charge uses the UK corporate tax rate to calculate the prima facie tax payable. Rio
Tinto is also listed in Australia, and the reconciliation includes the impact of the higher tax rate in Australia where a significant proportion of the Group's profits are currently earned. The
impact of other tax rates applicable outside the UK and Australia is also included. The weighted average statutory corporate tax rate on profit before tax is approximately 29% (2023: 31%;
2022: 29%).
(c)The recognition of previously unrecognised deferred tax assets in 2024 includes US$443 million in respect of Energy Resources of Australia (ERA) and relates to rehabilitation provisions
which are tax deductible when paid in the future. In November 2024, our interest in ERA increased from 86.3% to 98.43% and Rio Tinto stated its intention to proceed with compulsory
acquisition of the remaining shares during 2025. Tax deductions for rehabilitation payments made after completion of the compulsory acquisition process will be applied against taxable
profits from other Australian operations, including our iron ore business. In 2023 and 2022, recognition of previously unrecognised deferred tax assets relates primarily to Oyu Tolgoi where
reaching sustainable underground production has reduced the risk of tax losses expiring if not recovered against taxable profits within 8 years.
(d)In 2024, the write-down of previously recognised deferred tax assets primarily relates to our Australian aluminium business. In 2022, the write-down of previously recognised deferred tax
assets relates to deferred tax assets of our US businesses following the introduction of a Corporate Alternative Minimum Tax (CAMT) regime.
(e)Unrecognised current year operating losses include tax losses around the Group, including increases in closure estimates in 2024 and 2023, for which no tax benefit is currently recognised
due to uncertainty regarding whether suitable taxable profits will be earned in future to obtain value for the tax losses. 
(f)The uncertain tax provision of US$295 million in 2024 represents amounts provided in relation to disputes with the Mongolian Tax Authority for which the timing of resolution and potential
economic outflow are uncertain. Further information is included in the ‘Other relevant judgements - uncertain tax positions’ section of this note above.
(g)In 2023, the Canadian aluminium business completed an internal sale of assets which resulted in the utilisation of previously unrecognised capital losses and an uplift in the tax depreciable
value of assets on which a deferred tax asset of US$364 million was recognised.
(h)In 2022, adjustments in respect of prior periods includes amounts related to the settlement of all tax disputes with the Australian Tax Office for the years 2010 to 2021.
(i)In 2024, “Other items” includes US$1 million current tax expense related to Pillar Two measures.
Tax related to components of other comprehensive income
2024
US$m
2023
US$m
2022
US$m
Tax (charge)/credit on fair value movements
(10)
1
21
Tax (charge)/credit on remeasurement gains/(losses) on pension and post-retirement healthcare plans
(22)
152
(123)
Deferred tax relating to components of other comprehensive income for the year (note 15)
(32)
153
(102)
Annual Report on Form 20-F 2024
182
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Financial statements  |  Notes to the consolidated financial statements
Our operating assets
We are a diversified mining operation with the majority of our assets being located in OECD countries.
Non-current assets other than excluded items
The total of non-current assets other than excluded items is shown by location below(a).
2024
US$m
2023
US$m
Australia
29,177
31,419
Canada
14,444
15,362
Mongolia
15,244
14,172
US
7,111
7,171
Africa
5,597
3,412
South America
3,704
3,624
Europe (excluding UK)
216
165
UK
109
132
Other countries
1,739
1,254
Total non-current assets other than excluded items
77,341
76,711
Non-current assets excluded from analysis above:
Deferred tax assets
4,016
3,624
Other financial assets
1,090
481
Quasi-equity loans to equity accounted units(a)
5
14
Receivables and other assets
1,214
1,209
Total non-current assets per balance sheet
83,666
82,039
(a)Allocation of non-current assets by country is based on the location of the business units holding the assets. It includes investments in equity accounted units totalling US$4,832 million
(2023: US$4,393 million) which represents the Group’s share of net assets excluding quasi-equity loans shown separately above.
11 Goodwill
Recognition and measurement
Goodwill is not amortised; it is tested annually at 30 September for impairment, or more frequently if events or changes in circumstances
indicate a potential impairment. Refer to note 4 for further information.
2024
US$m
2023
US$m
Net book value
At 1 January
797
826
Adjustment on currency translation
(45)
(29)
Company no longer consolidated
(25)
At 31 December
727
797
cost
14,959
16,237
accumulated impairment
(14,232)
(15,440)
At 1 January
cost
16,237
15,974
accumulated impairment
(15,440)
(15,148)
At 31 December, goodwill has been allocated as follows.
2024
US$m
2023
US$m
Net book value
Richards Bay Minerals
364
370
Pilbara
310
342
Dampier Salt
53
85
Total
727
797
Annual Report on Form 20-F 2024
183
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Financial statements  |  Notes to the consolidated financial statements
11 Goodwill continued
Impairment tests for goodwill
Richards Bay Minerals
Richards Bay Minerals’ annual impairment review resulted in no impairment charge for 2024 (2023: no impairment charge). The recoverable
amount has been assessed by reference to the CGU’s FVLCD, in line with the policy set out in note 4 and classified as level 3 under the fair
value hierarchy. FVLCD was determined by estimating cash flows until the end of the life-of-mine plan including anticipated expansions. In
arriving at FVLCD, a post-tax discount rate of 8.6% (2023: 8.6%) has been applied to the post-tax cash flows expressed in real terms.
The key assumptions to which the calculation of FVLCD for Richards Bay Minerals is most sensitive and the corresponding change in FVLCD
are set out below:
2024
US$m
2023
US$m
5% increase in the titanium slag price
144
217
1% increase in the discount rate applied to post-tax cash flows
(135)
(175)
10% strengthening of the South African rand
232
272
Future selling prices and operating costs have been estimated in line with the policy set out in note 4. The recoverable amount of the CGU
exceeds the carrying value when each of these sensitivities is applied while keeping all other assumptions constant.
12 Intangible assets
Recognition and measurement
Purchased intangible assets are initially recorded at cost. Finite-life intangible assets are amortised over their useful economic lives on a straight
line or units of production basis, as appropriate. Intangible assets that are deemed to have indefinite lives and intangible assets that are not yet
ready for use are not amortised; they are reviewed annually for impairment or more frequently if events or changes in circumstances indicate a
potential impairment.
The majority of our intangible assets relate to capitalised exploration and evaluation spend on undeveloped properties and contract-based water
rights. The water rights were acquired with Alcan in Canada.
The carrying values for undeveloped properties are reviewed at each reporting date in accordance with IFRS 6 “Exploration for and Evaluation
of Mineral Resources”. The indicators of impairment differ from the tests in accordance with IAS 36 in recognition of the subjectivity of estimating
future cash flows for mineral interests under evaluation. Potential indicators of impairment include: expiry of the right to explore, substantive
expenditure is no longer planned, commercially viable quantities of Mineral Resources have not been discovered and exploration activities will
be discontinued, or sufficient data exists to indicate a future development would be unlikely to recover the carrying amount in full. When such
impairment indicators have been identified, the recoverable amount and impairment charge are measured under IAS 36. Impairment reversals
for undeveloped properties are not subject to special conditions within IFRS 6 and are therefore subject to the same monitoring for indicators of
impairment reversal as other CGUs.
Exploration and evaluation
Evaluation expenditure relates to a detailed assessment of deposits or other projects (including smelter and refinery projects) that have been
identified as having economic potential. Capitalisation of evaluation expenditure commences when there is a high degree of confidence that the
Group will determine that a project is commercially viable; that is, the project will provide a satisfactory return relative to its perceived risks and,
therefore, it is considered probable that future economic benefits will flow to the Group. The Group’s view is that a high degree of confidence is
greater than “more likely than not” (that is, greater than 50% certainty) and less than “virtually certain” (that is, less than 90% certainty).
Assessing whether there is a high degree of confidence that the Group will ultimately determine that an evaluation project is commercially viable
requires judgement and consideration of all relevant factors such as: the nature and objective of the project, the project’s current stage, project
timeline, current estimates of the project’s net present value (including sensitivity analyses for the key assumptions), and the main risks of the
project. Development expenditure incurred prior to the decision to proceed is subject to the same criteria for capitalisation, being a high degree
of confidence that the Group will ultimately determine that a project is commercially viable.
In some cases, undeveloped projects are regarded as successors to orebodies, smelters or refineries currently in production. Where this is the
case, it is intended that these will be developed and go into production when the current source of ore is exhausted or when existing smelters or
refineries are closed. Ore Reserves may be declared for an undeveloped mining project before its commercial viability has been fully
determined. Evaluation costs may continue to be capitalised in between declaration of Ore Reserves and approval to mine as further work is
undertaken in order to refine the development case to maximise the project’s returns.
Carbon credits and Renewable Energy Certificates
Carbon credits and Renewable Energy Certificates (RECs) acquired for our own use are accounted for as intangible assets, initially recorded at
cost. They are amortised through the income statement when surrendered.
Contract-based intangible assets
The majority of the carrying value of our contract-based intangible assets relate to water rights in the Quebec region. These contribute to the
efficiency and cost effectiveness of our aluminium operations as they enable us to generate electricity from hydropower stations.
Annual Report on Form 20-F 2024
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Financial statements  |  Notes to the consolidated financial statements
12 Intangible assets continued
Other relevant judgements - assessment of indefinite-lived water rights in Quebec, Canada
We continue to judge the water rights in Quebec to have an indefinite life because we expect the contractual rights to contribute to the
efficiency and cost effectiveness of our operations for the foreseeable future. Accordingly, the rights are not subject to amortisation but are
tested annually for impairment. We have no other indefinite-lived assets.
As at 31 December 2024, the remaining carrying value of the water rights (included in contract-based assets) of US$1,631 million (2023:
US$1,776 million) relates wholly to the Quebec smelters CGU. The Quebec smelters CGU was tested for impairment by reference to FVLCD
using discounted cash flows. The recoverable amount of the Quebec smelters is classified as level 3 under the fair value hierarchy. In
arriving at its FVLCD, post-tax cash flows expressed in real terms have been estimated over the expected useful economic lives of the
underlying smelting assets and discounted using a real post-tax discount rate of 6.6% (2023: 6.6%).
The recoverable amounts were determined to be significantly in excess of carrying value, and there are no reasonably possible changes in
key assumptions that would cause the remaining water rights to be impaired.
Impact of climate change on our business - water rights
To manage the uncertainties of climate change and our impact on the area, our team of hydrologists in Quebec analyse different weather
scenarios on a daily basis. We monitor the water resource available to us along with the impact that our operation is having on the water
quality and quantity, and on the environment when we return the water following use. Based on our analysis to date, we do not consider the
renewal of our contractual water rights to be at risk from climate change for the foreseeable future.
2024
Exploration
and
evaluation
US$m
Trademarks,
patented and
non-patented
technology
US$m
Contract-based
intangible
assets
US$m
Other
intangible
assets(a)
US$m
Total
US$m
Net book value
At 1 January 2024
1,979
9
1,953
448
4,389
Adjustment on currency translation
(44)
(1)
(159)
(39)
(243)
Additions(b)
416
116
532
Amortisation for the year
(4)
(7)
(127)
(138)
Disposals, transfers and other movements(c)
(1,789)
53
(1,736)
At 31 December 2024
562
4
1,787
451
2,804
cost
564
207
2,758
1,922
5,451
accumulated amortisation and impairment
(2)
(203)
(971)
(1,471)
(2,647)
Total
562
4
1,787
451
2,804
2023
Exploration
and
evaluation
US$m
Trademarks,
patented and
non-patented
technology
US$m
Contract-based
intangible
assets
US$m
Other
intangible
assets (a)
US$m
Total
US$m
Net book value
At 1 January 2023
1,368
12
1,875
390
3,645
Adjustment on currency translation
1
52
8
61
Additions(d)
471
121
592
Amortisation for the year
(4)
(7)
(113)
(124)
Impairment reversal(d)
231
231
Newly consolidated operations(e)
85
85
Disposals, transfers and other movements
(176)
33
42
(101)
At 31 December 2023
1,979
9
1,953
448
4,389
cost
1,989
222
2,996
1,926
7,133
accumulated amortisation and impairment(d)
(10)
(213)
(1,043)
(1,478)
(2,744)
Total
1,979
9
1,953
448
4,389
(a)Other intangible assets include US$50 million (2023: US$61 million) of carbon abatement spend. This relates to procurement of carbon units and RECs, from which we will get future
economic benefit.
(b)In 2024, additions primarily relate to project costs incurred at Simandou prior to Board approval of “notice to proceed” in February 2024 and at Rincon from July 2024 following approval by
the Argentine Congress of the new “RIGI” legislation, which underpinned the economic business case, until Board notice to proceed in December 2024.
(c)“Transfers and other movements” includes reclassification between categories. In 2024, following approvals by the Board of notice to proceed, exploration and evaluation assets relating to
Simandou (US$732 million) and Rincon (US$1,013 million), were transferred in full to Property, plant and equipment after being assessed for indicators of impairment.
(d)In 2023, we commenced capitalisation of exploration and evaluation costs at the Simandou project based on our confidence in the project progressing, this also resulted in an impairment
reversal, refer to note 4 for details.
(e)In 2023, newly consolidated operations relate to our purchase of Meridian Minera Limitada’s 57.74% share in Agua de la Falda. Refer to note 5 for details.
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Financial statements  |  Notes to the consolidated financial statements
12 Intangible assets continued
Where amortisation is calculated on a straight line basis, the following useful lives have been determined:
Trademarks, patented and
non-patented technology
Contract-based intangible assets
Other intangible assets
Type of intangible
Trademarks
Patented and
non-patented
technology
Power contracts/
water rights
Other purchase and
customer contracts
Internally generated
intangible assets and
computer software
Other intangible assets
Amortisation profile
14 to 20 years
10 to 20 years
2 to 45 years
5 to 15 years
2 to 5 years
2 to 20 years
13 Property, plant and equipment
Recognition and measurement
Property, plant and equipment is stated at cost, as defined in IAS 16 “Property, Plant and Equipment”, less accumulated depreciation and
accumulated impairment losses. The cost of property, plant and equipment includes, where applicable, the estimated close-down and
restoration costs associated with the asset.
Property, plant and equipment includes right-of-use assets arising from leasing arrangements, shown separately from owned and leasehold
assets.
Once an undeveloped mining project has been determined as commercially viable and approval to mine has been given, further expenditure is
capitalised under “capital works in progress” together with any amount transferred from “Exploration and evaluation”. Once the project enters
into an operation phase, the amounts capitalised in capital work in progress are reclassified to their respective asset categories.
Costs incurred while commissioning new assets, in the period before they are capable of operating in the manner intended by management, are
capitalised unless associated with pre-production revenue. Development costs incurred after the commencement of production are capitalised to the
extent they are expected to give rise to a future economic benefit. Interest on borrowings related to construction or development projects is
capitalised, at the rate payable on project-specific debt if applicable or at the Group or subsidiary’s cost of borrowing if not. This is performed until the
point when substantially all the activities that are necessary to make the asset ready for its intended use are complete. It may be appropriate to use a
subsidiary’s cost of borrowing when the debt was negotiated based on the financing requirements of that subsidiary.
Depreciation of non-current assets
Property, plant and equipment is depreciated over its useful life, or over the remaining life of the mine, smelter or refinery if that is shorter and
there is no reasonable alternative use for the asset by the Group. Depreciation commences when an asset is available for use and therefore
there is no depreciation for capital work in progress.
Straight line basis
Assets within operations for which production is not expected to fluctuate significantly from one year to another or which have a physical life
shorter than the related mine are depreciated on a straight line basis as follows.
Type of Property, plant and equipment
Land and buildings
Plant and equipment
Land
Buildings
Power-generating assets
Other plant and equipment
Depreciation profile
Not depreciated
5 to 50 years
See Power note below on
page 189
3 to 50 years
The useful lives and residual values for material assets and categories of assets are reviewed annually and changes are reflected prospectively.
Units of production basis
For mining properties and leases and certain mining equipment, consumption of the economic benefits of the asset is linked to production.
Except as noted below, these assets are depreciated on the units of production basis.
In applying the units of production method, depreciation is normally calculated based on production in the period as a percentage of total expected
production in current and future periods based on Ore Reserves and, for some mines, other Mineral Resources. Other Mineral Resources may be
included in the calculations of total expected production in limited circumstances where there are very large areas of contiguous mineralisation, for
which the economic viability is not sensitive to likely variations in grade, as may be the case for certain iron ore, bauxite and industrial mineral
deposits, and where there is a high degree of confidence that the other Mineral Resources can be extracted economically. This would be the case
when the other Mineral Resources do not yet have the status of Ore Reserves merely because the necessary detailed evaluation work has not yet
been performed and the responsible technical personnel agree that inclusion of a proportion of Measured and Indicated Resources in the calculation
of total expected production is appropriate based on historical reserve conversion rates. 
The required level of confidence is unlikely to exist for minerals that are typically found in low-grade ore (as compared with the above), such as
copper or gold. In these cases, specific areas of mineralisation have to be evaluated in detail before their economic status can be predicted with
confidence.
Sometimes the calculation of depreciation for infrastructure assets, primarily rail and port, considers Measured and Indicated Resources. This is
because the asset can benefit current and future mines. The measured and indicated resource may relate to mines which are currently in production
or to mines where there is a high degree of confidence that they will be brought into production in the future. The quantum of Mineral Resources is
determined taking into account future capital costs as required by the JORC Code. The depreciation calculation, however, applies to current mines
only and does not take into account future development costs for mines which are not yet in production. Measured and Indicated Resources are
currently incorporated into depreciation calculations in the Group’s Australian iron ore business.
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Financial statements  |  Notes to the consolidated financial statements
13 Property, plant and equipment continued
Key judgement - estimation of asset lives
The useful lives of the major assets of a CGU are often dependent on the life of the orebody to which they relate. Where this is the case, the
lives of mining properties, and their associated refineries, concentrators and other long-lived processing equipment are generally limited to
the expected life of the orebody. The life of the orebody, in turn, is estimated on the basis of the life-of-mine plan. Where the major assets of
a CGU are not dependent on the life of a related orebody, management applies judgement in estimating the remaining service potential of
long-lived assets. Factors affecting the remaining service potential of smelters include, for example, smelter technology and electricity
purchase contracts when power is not sourced from the Group, or in some cases from local governments permitting electricity generation
from hydropower stations.
Impact of climate change on our business - estimation of asset lives
We expect there to be a higher demand for copper, aluminium, lithium and high-grade iron ore in order to meet demand for the minerals
required to transition to a low-carbon economic environment, consistent with the climate change commitments of the Paris Agreement. We
expect this to exceed new supply to the market and therefore increase prices. Under the Aspirational Leadership scenario, the economic cut-
off grade for our Ore Reserves is expected to be lower; in effect we would mine a greater volume of material before the mines are depleted.
We cannot quantify the difference this would make without undue cost as it would require revised mine plans, but for property, plant and
equipment this increased volume of material would reduce the depreciation charge during any given period for assets that use the “Units of
production” depreciation basis.
Deferred stripping
In open pit mining operations, overburden and other waste materials must be removed to access ore from which minerals can be extracted
economically. The process of removing overburden and other waste materials is referred to as stripping. During the development of a mine (or,
in some instances, pit; see below), before production commences, stripping costs related to a component of an orebody are capitalised as part
of the cost of construction of the mine (or pit). These are then amortised over the life of the mine (or pit) on a units of production basis.
Where a mine operates several open pits that are regarded as separate operations for the purpose of mine planning, initial stripping costs are
accounted for separately by reference to the ore from each separate pit. If, however, the pits are highly integrated for the purpose of mine
planning, the second and subsequent pits are regarded as extensions of the first pit in accounting for stripping costs. In such cases, the initial
stripping of the second and subsequent pits is considered to be production phase stripping (see below).
Key judgement - deferral of stripping costs
We apply judgement as to whether multiple pits at a mine are considered separate or integrated operations. This determines whether the
stripping activities of a pit are classified as pre-production or production phase stripping and, therefore, the amortisation base for those costs.
The analysis depends on each mine’s specific circumstances and requires judgement: another mining company could make a different
judgement even when the fact pattern appears to be similar.
The following factors would point towards the initial stripping costs for the individual pits being accounted for separately:
if mining of the second and subsequent pits is conducted consecutively following that of the first pit, rather than concurrently
if separate investment decisions are made to develop each pit, rather than a single investment decision being made at the outset
if the pits are operated as separate units in terms of mine planning and the sequencing of overburden removal and ore mining, rather than
as an integrated unit
if expenditures for additional infrastructure to support the second and subsequent pits are relatively large
if the pits extract ore from separate and distinct orebodies, rather than from a single orebody.
If the designs of the second and subsequent pits are significantly influenced by opportunities to optimise output from several pits combined,
including the co-treatment or blending of the output from the pits, then this would point to treatment as an integrated operation for the
purposes of accounting for initial stripping costs. The relative importance of each of the above factors is considered in each case.
In order for production phase stripping costs to qualify for capitalisation as a stripping activity asset, 3 criteria must be met:
it must be probable that there will be an economic benefit in a future accounting period because the stripping activity has improved
access to the orebody
it must be possible to identify the “component” of the orebody for which access has been improved
it must be possible to reliably measure the costs that relate to the stripping activity.
A “component” is a specific section of the orebody that is made more accessible by the stripping activity. It will typically be a subset of the
larger orebody that is distinguished by a separate useful economic life (for example, a pushback).
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Financial statements  |  Notes to the consolidated financial statements
13 Property, plant and equipment continued
Recognition and measurement of deferred stripping
Phase
Development Phase
Production Phase
Stripping activity
Overburden and other waste removal
during the development of a mine
before production commences.
Production phase stripping can give access to 2 benefits: the extraction of ore in the current period
and improved access to ore which will be extracted in future periods.
Period of benefit
After commissioning of the mine.
Future periods after first phase is complete.
Current and future benefit are indistinguishable.
Capitalised to
mining properties
and leases in
property, plant
and equipment
During the development of a mine,
stripping costs relating to a
component of an orebody are
capitalised as part of the cost of
construction of the mine.
It may be the case that subsequent phases of
stripping will access additional ore and that
these subsequent phases are only possible
after the first phase has taken place. Where
applicable, the Group considers this on a mine-
by-mine basis. Generally, the only ore
attributed to the stripping activity asset for the
purposes of calculating the life-of-component
ratio is the ore to be extracted from the
originally identified component.
Stripping costs for the component are deferred to
the extent that the current period ratio exceeds the
life-of-component ratio.
Allocation to
inventory
Not applicable
Not applicable
The stripping cost is allocated to inventory based
on a relevant production measure using a life-of-
component strip ratio. The ratio divides the
tonnage of waste mined for the component for the
period either by the quantity of ore mined for the
component or by the quantity of minerals
contained in the ore mined for the component. In
some operations, the quantity of ore is a more
appropriate basis for allocating costs, particularly
when there are significant by-products.
Component
A “component” is a specific section of the orebody that is made more accessible by the stripping activity. It will typically be a subset of the
larger orebody that is distinguished by a separate useful economic life (for example, a pushback).
Life-of-component
ratio
The life-of-component ratios are based on the Ore Reserves of the mine (and for some mines, other Mineral Resources) and the annual mine
plan; they are a function of the mine design and, therefore, changes to that design will generally result in changes to the ratios. Changes in other
technical or economic parameters that impact the Ore Reserves (and for some mines, other mineral resources) may also have an impact on the
life-of-component ratios even if they do not affect the mine design. Changes to the ratios are accounted for prospectively.
Depreciation basis
Depreciated on a “units of production” basis based on expected production of either ore or minerals contained in the ore over the life of the
component unless another method is more appropriate.
Property, plant and equipment - owned and leased assets
2024
US$m
2023
US$m
Property, plant and equipment – owned
67,345
65,290
Right-of-use assets – leased
1,228
1,178
Net book value
68,573
66,468
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Financial statements  |  Notes to the consolidated financial statements
13 Property, plant and equipment continued
Property, plant and equipment – owned
2024
Note
Mining
properties
and leases(a)
US$m
Land
and
buildings
US$m
Plant
and
equipment
US$m
Capital
works in
progress
US$m
Total
US$m
Net book value
At 1 January 2024
13,555
8,022
36,345
7,368
65,290
Adjustment on currency translation(b)
(500)
(548)
(2,634)
(396)
(4,078)
Adjustments to capitalised closure costs
14
64
64
Interest capitalised(c)
9
424
424
Additions(d)
350
246
1,226
7,551
9,373
Depreciation for the year(a)
(1,217)
(531)
(3,554)
(5,302)
Impairment charges net of reversals(e)
(38)
(39)
(457)
(9)
(543)
Disposals
(1)
(5)
(75)
(17)
(98)
Acquisitions, including fair value adjustment for contributed assets(f)
150
64
429
7
650
Operations divested(g)
(2)
(34)
(36)
Transfers and other movements(h)
1,833
1,013
3,127
(4,372)
1,601
At 31 December 2024
14,196
8,220
34,373
10,556
67,345
Comprising:
– cost
30,762
14,822
78,295
10,925
134,804
– accumulated depreciation and impairment
(16,566)
(6,602)
(43,922)
(369)
(67,459)
Total
14,196
8,220
34,373
10,556
67,345
Non-current assets pledged as security(i)
5,676
2,257
7,058
3,397
18,388
2023
Note
Mining
properties
and leases(a)
US$m
Land
and
buildings
US$m
Plant
and
equipment
US$m
Capital
works in
progress
US$m
Total
US$m
Net book value
At 1 January 2023
10,529
6,699
34,407
12,096
63,731
Adjustment on currency translation(b)
14
116
495
54
679
Adjustments to capitalised closure costs
14
(292)
(292)
Interest capitalised(c)
9
275
275
Additions(d)
222
207
1,381
5,110
6,920
Depreciation for the year(a)
(802)
(504)
(3,511)
(4,817)
Impairment charges net of reversals(e)
(92)
(58)
(922)
(87)
(1,159)
Disposals
(28)
(73)
(27)
(128)
Transfers and other movements(h)
3,976
1,590
4,568
(10,053)
81
At 31 December 2023
13,555
8,022
36,345
7,368
65,290
Comprising
cost
29,731
14,737
80,993
7,728
133,189
accumulated depreciation and impairment
(16,176)
(6,715)
(44,648)
(360)
(67,899)
Total
13,555
8,022
36,345
7,368
65,290
Non-current assets pledged as security(i)
5,307
1,477
6,980
3,715
17,479
(a)At 31 December 2024, the net book value of capitalised production phase stripping costs totalled US$2,326 million, with US$1,947 million within “Property, plant and equipment” and a
further US$379 million within “Investments in equity accounted units” (2023: total of US$2,505 million, with US$2,069 million in “Property, plant and equipment” and a further US$436 million
within “Investments in equity accounted units”). During the year, capitalisation of US$423 million was offset by depreciation of US$580 million, inclusive of amounts recorded within equity
accounted units (2023: US$325 million offset by depreciation of US$324 million). Depreciation of deferred stripping costs in respect of subsidiaries of US$411 million (2023: US$216 million;
2022: US$246 million) is included within “Depreciation for the year”.
(b)Adjustment on currency translation represents the impact of exchange differences arising on the translation of the assets of entities with functional currencies other than the US dollar,
recognised directly in the currency translation reserve. The adjustment in 2024 arose primarily from the weakening of the Australian and Canadian dollars against the US dollar.
(c)Our average borrowing rate, excluding any project finance, used for capitalisation of interest is 7.20% (2023: 7.50%).
(d)Additions to “Property, plant and equipment” includes US$144 million of spend on carbon abatement (2023: US$94 million).
(e)Refer to note 4 for details.
(f)Primarily relates to the acquisition of the remaining 20.64% interest in New Zealand Aluminium Smelters (NZAS). The transaction has been accounted for as a business combination
achieved in stages, with our previous 79.36% interest in the NZAS joint operation deemed to have been disposed of. Refer to note 5 for details.
(g)Relates to our sale of the Lake MacLeod salt and gypsum operations. Refer to note 5 for details.
(h)“Transfers and other movements” includes reclassification between categories. In 2024, this included amounts reclassified from Intangible Assets relating to exploration and evaluation at
Simandou (US$732 million) and Rincon (US$1,013 million) following Board approval of “notice to proceed” in February 2024 and December 2024, respectively.
(i)Excludes assets held under capitalised lease arrangements. Non-current assets pledged as security represent amounts pledged as collateral against US$4,011 million (2023: US$3,994
million) of loans, which are included in note 20.
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Financial statements  |  Notes to the consolidated financial statements
13 Property, plant and equipment continued
Impact of climate change on our business - useful economic lives of our power generating assets
The Group has committed to reducing Scope 1 and Scope 2 carbon emissions by 50% relative to our 2018 baseline by 2030 and achieving
net zero emission across our operations by 2050. We expect to invest US$5 billion to US$6 billion on carbon abatement projects between
2022 and 2030. Transitioning electricity from principally fossil fuel-based power generating assets to principally renewables is critical to
achieving that goal. The carrying value of power generating assets is set out in the table below. The weighted average remaining useful
economic life of plant and equipment for fossil fuel-based power generating assets is 10 years (2023: 10 years). Given the technical
limitations of intermittent renewable energy generation and energy storage systems, and our need for reliable baseload electricity, we expect
our current generation assets will be integral to those needs for the foreseeable future. We are investing in research and development and
evaluating new market options that may overcome these technical challenges. Should pathways for eliminating fossil fuel power generating
assets be identified we may need to accelerate depreciation or impair the assets; however, at this present moment the requirement for fossil
fuel powered back-up means that early retirement of the assets is not expected and no change to depreciation rates is required.
2024
2023
Net book value of power generating assets powered by
Land
and
buildings
US$m
Plant
and
equipment
US$m
Land
and
buildings
US$m
Plant
and
equipment
US$m
Fossil fuels
59
840
87
932
Renewables
177
2,375
201
2,456
Right-of-use assets – leased
2024
2023
Land and buildings
US$m
Plant and equipment
US$m
Total
US$m
Land and buildings
US$m
Plant and equipment
US$m
Total
US$m
Net book value
At 1 January
543
635
1,178
515
488
1,003
Adjustment on currency translation
(37)
(24)
(61)
11
4
15
Additions
150
420
570
96
420
516
Depreciation for the year
(125)
(353)
(478)
(88)
(305)
(393)
Net impairment reversal/(charges)(a)
5
5
(1)
(7)
(8)
Disposals
(1)
(1)
Transfers and other movements
(7)
21
14
10
36
46
At 31 December
524
704
1,228
543
635
1,178
(a)Refer to note 4 for details.
The leased assets of the Group include land and buildings (mainly office buildings) and plant and equipment, the majority of which are marine
vessels. Lease terms are negotiated on an individual basis and contain a wide range of terms and conditions. Right-of-use assets are
depreciated on a straight line basis over the life of the lease, taking into account any extensions that are likely to be exercised.
14 Close-down, restoration and environmental provisions
Recognition and measurement
The Group has provisions for close-down and restoration costs, which include the dismantling and demolition of infrastructure, the removal of
residual materials and the remediation of disturbed areas for mines and certain refineries and smelters. The obligation may arise during
development or during the production phase of a facility. These provisions are based on all regulatory requirements and any other commitments
made to stakeholders. The provision excludes the impact of future disturbance that is planned to occur during the life of mine, so that it
represents only existing disturbance as at the balance sheet date.
Closure provisions are not made for those operations that have no known restrictions on their lives as the closure dates cannot be reliably
estimated; instead a contingent liability is disclosed. Refer to note 37 for details. This applies primarily to certain Canadian smelters that have
indefinite-lived water rights from local governments permitting electricity generation from hydropower stations and are not tied to a specific
orebody.
Close-down and restoration costs are a normal consequence of mining or production, and the majority of close-down and restoration
expenditure is incurred in the years following closure of the mine, refinery or smelter. Although the ultimate cost to be incurred is uncertain, the
Group’s businesses estimate their costs using current restoration standards, techniques and expected climate conditions. The costs are
estimated on the basis of a closure plan, and are reviewed at each reporting period during the life of the operation to reflect known
developments. The estimates are also subject to formal review, with appropriate external support, at regular intervals.
The timing of closure and the rehabilitation plans for the site can be uncertain and dependent upon future capital allocation decisions, which
involve estimation of future economic circumstances and business cases. In such circumstances, the closure provision is estimated using
probability weighting of the different remediation and closure scenarios.
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Financial statements  |  Notes to the consolidated financial statements
14 Close-down, restoration and environmental provisions continued
The initial close-down and restoration provision is capitalised within “Property, plant and equipment”. Subsequent movements in the close-down
and restoration provisions for ongoing operations are treated as an adjustment to cost within “Property, plant and equipment”. This includes
those resulting from new disturbances related to expansions or other activities qualifying for capitalisation; updated cost estimates; changes to
the estimated lives of operations; changes to the timing of closure activities; and revisions to discount rates.
Changes in closure provisions relating to closed and fully impaired operations are charged/credited to “Net operating costs” in the income
statement.
Where rehabilitation is conducted systematically over the life of the operation, rather than at the time of closure, provision is made for the
estimated outstanding continuous rehabilitation work at each balance sheet date and the cost is charged to the income statement.
The closure provision is represented by forecast future underlying cash flows expressed in real terms at the balance sheet date. These are
discounted for the time value of money based on a long-term view of low-risk market yields which includes a review of historic trends plus risks
and opportunities for which future cash flows have not been adjusted, namely potential improvements in closure practices between the reporting
date and the point at which rehabilitation spend takes place. The real-terms discount rate used is 2.5% (2023: 2.0%) which is applied to all
locations since we expect to meet closure cash flows principally from US dollar revenues and financing, with activities coordinated by the
Group’s central closure team.
To roll forward those real-terms cash flows between periods, we identify local rates of inflation based on Producer Price Inflation (PPI) indices
and, together with the real-terms discount rate, unwind the discount through the line “Amortisation of discount on provisions”, shown within
“Finance items” in the income statement. This nominal rate for cost escalation in the current financial year is estimated at the start of each half-
year and applied systematically for 6 months. At the end of each half-year we update the underlying cash flows for the latest estimate of
experienced inflation, if it differs materially from our forecast, for the current financial year and record this as “changes to existing provisions”. For
operating sites this adjustment usually results in a corresponding adjustment to property, plant and equipment, and for closed and fully impaired
sites the adjustment is charged or credited to the income statement.
In some cases, our subsidiaries make a contribution to trust funds in order to meet or reimburse future environmental and decommissioning
costs. Amounts due for reimbursement from trust funds are not offset against the corresponding closure provision unless payments into the fund
have the effect of passing the closure obligation to the trust.
Environmental costs result from environmental damage that was not a necessary consequence of operations, and may include remediation,
compensation and penalties. Provision is made for the estimated present value of such costs at the balance sheet date. These costs are
charged to “Net operating costs”, except for the unwinding of the discount which is shown within “Amortisation of discount on provisions”.
Remediation procedures may commence soon after the time the disturbance, remediation process and estimated remediation costs become
known, but can continue for many years depending on the nature of the disturbance and the remediation techniques used.
Note
2024
US$m
2023
US$m
At 1 January
17,150
15,759
Adjustment on currency translation
(1,128)
241
Adjustments to mining properties/right-of-use assets:
13
increases to existing and new provisions
851
629
change in discount rate
(787)
(921)
Charged/(credited) to profit:
increases to existing and new provisions(a)
435
1,654
change in discount rate
(235)
(168)
unused amounts reversed
(88)
(195)
exchange losses/(gains) on provisions
26
(16)
amortisation of discount
843
955
Utilised in year
(1,142)
(777)
Newly consolidated operation(b)
61
Transfers and other movements(c)
(255)
(11)
At 31 December(d)
15,731
17,150
Balance sheet analysis:
Current
1,183
1,523
Non-current
14,548
15,627
Total
15,731
17,150
(a)In 2023, this included US$1,272 million arising from study updates in the second half of the year which was excluded from underlying EBITDA. Refer to note 1 for details.
(b)This relates to our acquisition of 20.64% interest in NZAS. Refer to note 5 for details.
(c)In 2024, transfer and other movements includes amount relating to disposal of interest in businesses.
(d)Close-down, restoration and environmental provisions at 31 December 2024 have not been adjusted for closure-related receivables amounting to US$350 million (2023: US$366 million) due
from the ERA trust fund and other financial assets held for the purposes of meeting closure obligations. These are included within “Receivables and other assets” on the balance sheet.
Annual Report on Form 20-F 2024
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Financial statements  |  Notes to the consolidated financial statements
14 Close-down, restoration and environmental provisions continued
Key judgement - close-down, restoration and environmental obligations
We use our judgement and experience to determine the potential scope of closure rehabilitation work required to meet the Group’s legal,
statutory and constructive obligations, and any other commitments made to stakeholders, and the options and techniques available to meet
those obligations in order to estimate the associated costs and the likely timing of those costs. Significant judgement is also required to then
determine both the costs associated with that work and the other assumptions used to calculate the provision. External experts support the
cost estimation process where appropriate but there remains significant estimation uncertainty.
The key judgement in applying this accounting policy is determining when an estimate is sufficiently reliable to make or adjust a closure
provision. Adjustments are made to provisions when the range of possible outcomes becomes sufficiently narrow to permit reliable
estimation. Depending on the materiality of the change, adjustments may require review and endorsement by the Group’s Closure Steering
Committee before the provision is updated.
Cost provisions are updated throughout the life of the operation with conceptual study estimates reviewed every 5 years. Within 10 years from the
expected closure date, closure cost estimates must comply with the Group’s Capital Project Framework. This means, for example, that where an Order
of Magnitude (OoM) study is required for closure, it must be of the same standard as an OoM study for a new mine, smelter or refinery.
In 2023, a reforecast for the Ranger Uranium mine operated by Energy Resources of Australia resulted in an increase to the closure
provision of US$850 million. The majority of the provision increase was attributable to rehabilitation activities post 2027 and is subject to
further study which could result in material change to the provision. These activities remain subject to a number of studies and are also
potentially sensitive to external events such as rainfall.
In some cases, the closure study may indicate that monitoring and, potentially, remediation will be required indefinitely - for example,
groundwater treatment. In these cases, the underlying cash flows for the provision may be restricted to a period for which the costs can be
reliably estimated, which on average is around 30 years. Where an alternative commercial arrangement to meet our obligations can be
predicted with confidence, this period may be shorter.
Analysis of close-down, restoration and environmental provisions
2024
US$m
2023
US$m
Undiscounted close-down, restoration and environmental obligations
23,038
23,372
Impact of discounting
(7,307)
(6,222)
Present value of close-down, restoration and environmental provisions
15,731
17,150
Attributable to:
Operating sites
11,715
12,021
Non-operating sites
4,016
5,129
Total close-down, restoration and environmental provisions
15,731
17,150
Closure cost composition as at 31 December
2024
US$m
2023
US$m
Decommissioning, decontamination and demolition
3,065
3,591
Closure and rehabilitation earthworks(a)
4,628
4,609
Long-term water management costs(b)
1,316
1,236
Post-closure monitoring and maintenance
1,581
1,806
Indirect costs, owners’ costs and contingency(c)
5,141
5,908
Total
15,731
17,150
(a)A key component of earthworks rehabilitation involves re-landscaping the area disturbed by mining activities utilising largely diesel-powered heavy mobile equipment. In developing low-
carbon solutions for our mobile fleet, this may include electrification of the vehicles during the mine life. The forecast cash flows for the heavy mobile equipment in the closure cost estimate
are based on existing fuel sources. The cost incurred during closure could reduce if these activities are powered by renewable energy.
(b)Long-term water management relates to the post-closure treatment of water due to acid rock drainage and other environmental commitments and is an area of research and development
focus for our Closure team. The cost of this water processing can continue for many years after the bulk earthworks and demolition activities have completed and are therefore exposed to
long-term climate change. This could materially affect rates of precipitation and therefore change the volume of water requiring processing. It is not currently possible to forecast accurately
the impact this could have on the closure provision as some of our locations could experience drier conditions whereas others could experience greater rainfall. A further consideration
relates to the alternative commercial use for the processed water, which could support ultimate transfer of these costs to a third party.
(c)Indirect costs, owners' costs and contingency include adjustments to the underlying cash flows to align the closure provision with a central-case estimate. This excludes allowances for
quantitative estimation uncertainties, which are allocated to the underlying cost driver and presented within the respective cost categories above.
Geographic composition as at 31 December
2024
US$m
2023
US$m
Australia
8,546
9,187
US
4,419
4,682
Canada
1,517
1,722
Other countries
1,249
1,559
Total
15,731
17,150
The geographic composition of the closure provision shows that our closure obligations are largely in countries with established levels of
regulation in respect of mine and site closure.
Annual Report on Form 20-F 2024
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Financial statements  |  Notes to the consolidated financial statements
14 Close-down, restoration and environmental provisions continued
Projected cash flows (undiscounted) for close-down, restoration and environmental provisions
<1 year
US$m
1-3 years
US$m
3-5 years
US$m
>5 years
US$m
Total
US$m
At 31 December 2024
1,183
2,497
1,880
17,478
23,038
At 31 December 2023
1,523
2,365
2,005
17,479
23,372
Remaining lives of operations and infrastructure range from 1 to over 50 years with an average for all sites, weighted by present closure
obligation, of around 14 years. Although the ultimate cost to be incurred is uncertain, the Group’s businesses estimate their respective costs
based on current restoration standards, techniques and expected climate conditions.
                                                                                                                   
Key accounting estimate - close-down, restoration and environmental obligations
The most significant assumptions and estimates used in calculating the provision are:
Closure timeframes. The weighted average remaining lives of operations is shown above. Some expenditure may be incurred before
closure while the operation as a whole is in production.
The length of any post-closure monitoring period. This will depend on the specific site requirements and the availability of alternative
commercial arrangements; some expenditure can continue into perpetuity. The Rio Tinto Kennecott closure and environmental
remediation provision includes an allowance for ongoing monitoring and remediation costs, including groundwater treatment, of
approximately US$0.7 billion.
The probability weighting of possible closure scenarios. The most significant impact of probability weighting is at the Pilbara operations (Iron
Ore) relating to infrastructure, and incorporates the expectation that some infrastructure will be retained by the relevant State authorities post
closure. The assignment of probabilities to this scenario reduces the closure provision by US$0.5 billion.
Appropriate sources on which to base the calculation of the discount rate. The discount rate, by nature, is subjective and therefore
sensitivities are shown below for how the provision balance, which at 31 December 2024 was US$15,731 million, would change if
discounted at alternative discount rates.
There is significant estimation uncertainty in the calculation of the provision and cost estimates can vary in response to many
factors including:
changes to the relevant legal or local/national government requirements and any other commitments made to stakeholders
review of remediation and relinquishment options
additional remediation requirements identified during the rehabilitation
the emergence of new restoration techniques
precipitation rates and climate change
change in foreign exchange rates
change in the expected closure date
change in the discount rate.
Experience gained at other mine or production sites may also change expected methods or costs of closure, although elements of the
restoration and rehabilitation can be unique to each site. Generally, there is relatively limited restoration and rehabilitation activity and
historical precedent elsewhere in the Group, or in the industry as a whole, against which to benchmark cost estimates.
The expected timing of expenditure can also change for other reasons, for example because of changes to expectations relating to Ore
Reserves and Mineral Resources, production rates, renewal of operating licences or economic conditions.
Changes in closure cost estimates at the Group’s ongoing operations could result in a material adjustment to assets and liabilities in the next
12 months and would also impact the depreciation and the unwinding of discount in future years.
Changes to closure cost estimates for closed operations, and changes to environmental cost estimates at any operation, could cause a
material adjustment to the income statement and closure liability. We do not consider that there is significant risk of a change in estimates for
these liabilities causing a material adjustment to the income statement in the next 12 months. Any new environmental incidents may require
a material provision but cannot be predicted.
Project-specific risks are embedded within the cash flows which are based on a central case estimate of closure activities assuming that the
obligation is fulfilled by the Group. These cash flows are then discounted, as mentioned above, using a consistent discount rate applied to all
locations.
Impact of climate change on our business - close-down, restoration and environmental costs
The underlying costs for closure have been estimated with varying degrees of precision based on a function of the age of the underlying
asset and proximity to closure. For assets within 10 years of closure, closure plans and cost estimates are supported by detailed studies
which are refined as the closure date approaches. These closure studies consider climate change and plan for resilience to expected climate
conditions with a particular focus on precipitation rates. For new developments, consideration of climate change and ultimate closure
conditions are an important part of the approval process. For longer-lived assets, closure provisions are typically based on conceptual level
studies that are refreshed at least every 5 years; these are evolving to incorporate greater consideration of forecast climate conditions at
closure.
Annual Report on Form 20-F 2024
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Financial statements  |  Notes to the consolidated financial statements
14 Close-down, restoration and environmental provisions continued
Sensitivity analysis
Close-down, restoration and environmental provisions of US$15,731 million (2023: US$17,150 million) are based on risk-adjusted cash flows
expressed in real terms. The recent upward trajectory in interest rates has resulted in expectations of higher yields from long-dated bonds,
including the 30-year US Treasury Inflation Protected Securities, which is a key input to our closure provision discount rate. On 30 June 2024,
we revised the closure discount rate from 2.0% to 2.5% (2023: from 1.5% to 2.0% on 30 June 2023), applied prospectively from that date. This
assumption is based on the currency in which we plan to fund the closures and our expectation of long-term interest rate and exchange rate
parity in the locations of our operations.
The impact of discounting on the provision - and the corresponding amount capitalised within “Property, plant and equipment” (for operating
sites) or charged/(credited) to the income statement (for non-operating and fully impaired sites) - is illustrated below:
At 31 December 2024
At 31 December 2023
Capitalised within
“Property, plant and
equipment”
US$m
Charged/(credited)
to the income
statement
US$m
Total increase/
(decrease) in
provision
US$m
Capitalised within
“Property, plant and
equipment”
US$m
Charged/(credited) to
the income statement
US$m
Total increase/
(decrease) in
provision
US$m
Discount rate decreased to 1.0%
3,300
400
3,700
2,300
300
2,600
Discount rate increased to 3.0%
(900)
(100)
(1,000)
(1,800)
(300)
(2,100)
15 Deferred taxation
Recognition and measurement
The Group’s accounting policy in relation to deferred taxation is outlined within note 10.
The movement in deferred tax (liabilities)/assets during the year is as follows.
2024
US$m
2023
US$m
At 1 January
1,040
(368)
Adjustment on currency translation
(10)
19
Credited/(charged) to the income statement
393
1,260
(Charged)/credited to statement of comprehensive income(a)
(32)
153
Other movements(b)
(10)
(24)
At 31 December
1,381
1,040
Comprising:
– deferred tax assets(c)(d)
4,016
3,624
– deferred tax liabilities(e)
(2,635)
(2,584)
(a)The amounts credited/(charged) directly to the statement of comprehensive income include provisions for tax on cash flow hedges and on remeasurement gains/(losses) on pension
schemes and on post-retirement healthcare plans.
(b)“Other movements” include deferred tax relating to tax payable recognised by subsidiary holding companies on the profits of the equity accounted units to which it relates.
(c)Recognised deferred tax assets of US$1,293 million (2023: US$1,182 million) are subject to expiry if not recovered within certain time limits as specified in local tax legislation and
investment agreements. Of those recognised assets, US$66 million (2023: US$nil) would expire within one year if not used, US$93 million (2023: US$140 million) would expire within one to
5 years, and US$1,134 million (2023: US$1,042 million) would expire in more than 5 years.
(d)Recognised and unrecognised deferred tax assets are shown in the table on page 195 and totalled US$9,994 million at 31 December 2024 (2023: US$10,040 million). Of this total,
US$4,016 million has been recognised as deferred tax assets (2023: US$3,624 million), leaving US$5,978 million (2023: US$6,416 million) unrecognised, as recovery is not considered
probable.
(e)Deferred tax liabilities are not recognised on the unremitted earnings of subsidiaries and joint ventures totalling US$2,152 million (2023: US$2,249 million) where the Group is able to control
the timing of the remittance and it is probable that there will be no remittance in the foreseeable future. If these earnings were remitted, tax of US$99 million (2023: US$110 million) would be
payable.
Annual Report on Form 20-F 2024
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Financial statements  |  Notes to the consolidated financial statements
15 Deferred taxation continued
Analysis of deferred tax
Deferred tax balances for which there is a right of offset within the same tax jurisdiction are presented net on the face of the balance sheet as
required by IAS 12. The closing deferred tax assets and liabilities, prior to this offsetting of balances, are shown below.
2024
US$m
2023
US$m
Deferred tax assets arising from:
Tax losses(a)
1,461
1,474
Provisions and other liabilities
4,710
3,835
Capital allowances
1,024
961
Post-retirement benefits
187
210
Unrealised exchange losses
157
194
Other temporary differences(b)
911
1,433
Total
8,450
8,107
Deferred tax liabilities arising from:
Capital allowances
(5,378)
(5,407)
Unremitted earnings(c)
(391)
(394)
Capitalised and accrued interest
(766)
(304)
Post-retirement benefits
(50)
(72)
Unrealised exchange gains
(13)
(15)
Other temporary differences
(471)
(875)
Total
(7,069)
(7,067)
Credited/(charged) to the income statement
Unrealised exchange losses
(11)
(2)
Tax losses
98
531
Provisions and other liabilities
785
133
Capital allowances
(323)
628
Tax on unremitted earnings
5
Post-retirement benefits
28
(48)
Other temporary differences
(184)
13
Total
393
1,260
(a)Recognised deferred tax assets of US$1,293 million (2023: US$1,182 million) are subject to expiry if not recovered within certain time limits as specified in local tax legislation and
investment agreements. Of those recognised assets, US$66 million (2023: US$nil) would expire within one year if not used, US$93 million (2023: US$140 million) would expire within one to
5 years, and US$1,134 million (2023: US$1,042 million) would expire in more than 5 years.
(b)Other temporary differences include research and development, investment and other tax credits and allowances of US$540 million (2023: US$583 million).
(c)Deferred tax liabilities are not recognised on the unremitted earnings of subsidiaries and joint ventures totalling US$2,152 million (2023: US$2,249 million) where the Group is able to control
the timing of the remittance and it is probable that there will be no remittance in the foreseeable future. If these earnings were remitted, tax of US$99 million (2023: US$110 million) would be
payable.
Other relevant judgements - recoverability of deferred tax assets
In considering the recoverability of deferred tax assets, judgement is required regarding the extent to which certain risk factors are likely to
affect the recovery of these assets. These risk factors include the risk of expiry of losses prior to utilisation, the impact of other legislation or
tax regimes, such as minimum taxes, and consideration of factors that lead to the generation of losses or other deferred tax assets. IAS 12
requires us to consider whether taxable profits will be available against which deferred tax assets may be utilised.
The Mongolian Tax Authority has issued a number of tax assessments covering the fiscal years 2013 to 2020, the most recent of which was
received in December 2023, which are inconsistent with the Oyu Tolgoi Investment Agreement and Mongolian legislation. The matters under
dispute have been referred to international arbitration. Differences in interpretation of the Investment Agreement and Mongolian legislation
could have a material impact on the amount and/or recovery of recognised deferred tax items, including tax losses. The arbitration process
on matters of this complexity can typically take over 12 months to conclude.
Annual Report on Form 20-F 2024
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Financial statements  |  Notes to the consolidated financial statements
15 Deferred taxation continued
Analysis of deferred tax assets
The recognised amounts in the table below do not include deferred tax assets that have been netted off against deferred tax liabilities.
Recognised
Unrecognised
At 31 December
2024
US$m
2023
US$m
2024
US$m
2023
US$m
France
1,233
1,320
Canada
331
383
511
501
US(a)
262
204
926
977
Australia
1,132
991
563
842
Mongolia(b)
1,780
1,530
68
235
Other countries
511
516
2,677
2,541
Total(c)(d)
4,016
3,624
5,978
6,416
(a)Although our US Group companies expect to generate sufficient taxable profits to utilise existing Federal deferred tax assets, the application of the new Corporate Alternative Minimum Tax
(CAMT) rules has resulted in a position where the future tax benefit derived from utilisation of Federal deferred tax assets is limited and consequently these deferred tax assets are included
as “unrecognised” in this table.
(b)Deferred tax assets in Mongolia include US$419 million (2023: US$310 million) from tax losses that expire if not recovered against taxable profits within 8 years. In addition, amounts have
been recognised as deferred tax assets relating to anticipated future deductions. Tax losses and other deferred tax assets have been calculated in accordance with the Oyu Tolgoi
Investment Agreement and Mongolian legislation. The interpretation of the Investment Agreement by the Mongolian Tax Authority is under dispute and has been referred to international
arbitration. Differences in interpretation of the Investment Agreement and Mongolian legislation could have a material impact on the amount and/or period of recovery of deferred tax assets.
(c)US$2,561 million (2023: US$2,455 million) of the unrecognised assets relate to realised or unrealised capital losses, the recovery of which depends on the existence of capital gains in future
years. There are time limits, the shortest of which is one year, for the recovery of US$249 million of the unrecognised assets (2023: US$543 million).
(d)In addition to the unrecognised deferred tax assets in this table, the Group has accumulated UK foreign tax credits of US$1.4 billion (2023: US$1.3 billion). The credits are not refundable but
would be available, if needed, to shelter any UK tax in respect of profits arising in the Escondida business.
16 Inventories
Recognition and measurement
Inventories are measured at the lower of cost and net realisable value, primarily on a weighted average cost basis. Third-party production
purchased for our own use that is ordinarily interchangeable in accordance with IAS 2 “Inventories” is valued on the same basis, jointly with our
own production. Average costs are calculated by reference to the cost levels experienced in the relevant month together with those in opening
inventory.
The cost of raw materials and purchased components, and consumable stores, is the purchase price. The cost of work in progress and finished
goods and goods for resale is generally the cost of production, including directly attributable labour costs, materials and contractor expenses,
the depreciation of assets used in production and production overheads. 
Work in progress includes ore stockpiles and other partly processed material. Stockpiles represent ore that has been extracted and is available
for further processing. If there is significant uncertainty as to if and when the stockpiled ore will be processed, the cost of such ore is expensed
as mined. If the ore will not be processed within 12 months after the balance sheet date, it is included within non-current assets and net
realisable value is calculated on a discounted cash flow basis. Quantities of stockpiled ore are assessed primarily through surveys and assays.
Certain estimates, including expected metal recoveries, are calculated using available industry, engineering and scientific data, and are
periodically reassessed, taking into account technical analysis and historical performance.
2024
US$m
2023
US$m
Raw materials and purchased components
971
1,050
Consumable stores
1,560
1,520
Work in progress
1,931
2,467
Finished goods and goods for resale
1,620
1,836
Total inventories
6,082
6,873
Comprising:
Expected to be used within one year
5,860
6,659
Expected to be used after more than one year
222
214
Total inventories
6,082
6,873
During 2024, the Group recognised a net inventory write-off of US$49 million (2023: US$60 million write-off). This included inventory write-offs of
US$77 million (2023: US$94 million) partly offset by a write-back of previously written down inventory due to an increase in realisable values
amounting to US$28 million (2023: US$34 million).
At 31 December 2024, US$947 million (2023: US$925 million) of inventories were pledged as security for liabilities.
Annual Report on Form 20-F 2024
196
riotinto.com
Financial statements  |  Notes to the consolidated financial statements
17 Receivables and other assets
Recognition and measurement
Financial assets (except provisionally priced receivables) which are held under a hold to collect business model and have cash flows that meet
the solely payments of principal and interest (SPPI) criteria are recognised at amortised cost. Provisionally priced receivables are measured at
fair value through profit or loss with subsequent fair value gains or losses taken to the income statement.
As a part of our working capital management, we offer receivables factoring and letter of credit programs for our customers/receivables. For our
receivables under letter of credit programs, the business model of "hold to collect" has not changed and these continue to be recognised at amortised
cost as the sale of the letter of credit is made close to maturity of receivables and discounting costs are immaterial. The receivables under our global
factoring program do not meet the "hold to collect" model and therefore are recognised at fair value through profit or loss and continue to be classified
as trade receivables within operating cash flows. US$588 million of receivables (2023: US$475 million) are subject to our factoring program and
US$510 million (2023: US$372 million) of receivables subject to a letter of credit discounting program have been transferred to the participating banks
and derecognised at the reporting date.
2024
2023
Non-current
US$m
Current
US$m
Total
US$m
Non-current
US$m
Current
US$m
Total
US$m
Trade receivables(a)
2,344
2,344
2,461
2,461
Other financial receivables(a)
355
643
998
234
548
782
Other receivables(b)
380
429
809
470
347
817
Prepayment of tolling charges to jointly controlled entities(c)
94
94
113
113
Pension surpluses (note 28)
405
405
466
466
Other prepayments
163
825
988
376
589
965
Total(d)
1,397
4,241
5,638
1,659
3,945
5,604
(a)At 31 December 2024, trade receivables and other financial receivables are stated net of allowances for expected credit losses of US$72 million (2023: US$82 million). We apply the
“simplified approach” to trade receivables and receivables relating to net investment in finance leases and a “general approach” to all other financial assets.
(b)At 31 December 2024, other receivables include US$333 million (2023: US$349 million) related to Energy Resources of Australia Ltd’s (ERA) deposit held in a trust fund which is controlled by the
Government of Australia. ERA are entitled to reimbursement from the fund once specific phases of rehabilitation relating to the Ranger Project are completed. The fund is outside the scope of IFRS 9.
(c)These prepayments will be charged to Group operating costs as tolling services are rendered and product processing occurs.
(d)There is no material element of receivables and other assets that is interest-bearing or financing in nature. The fair value of current trade and other receivables and the majority of amounts
classified as non-current trade and other receivables approximates to their carrying value.
Credit risk related to receivables
Our Commercial team manages customer credit risk by reference to our established policy, procedures and controls. The team establishes credit limits
for all of our customers. Where customers are rated by an independent credit rating agency, these ratings are used as a guide to set credit limits. Where
there are no independent credit ratings available, we assess the credit quality of the customer through a credit rating model and assign appropriate credit
limits. The Commercial team monitors outstanding customer receivables regularly and highlights any credit concerns to senior management.
Receivables to high-risk customers are often secured by letters of credit or other forms of credit enhancement.
The expected credit loss on our trade receivable portfolio is insignificant.
18 Trade and other payables
Recognition and measurement
Trade payables are measured at amortised cost, with the exception of provisionally priced contracts which are held at fair value as per IFRS 9.
2024
2023
Non-current
US$m
Current
US$m
Total
US$m
Non-current
US$m
Current
US$m
Total
US$m
Trade payables
3,196
3,196
3,265
3,265
Other financial payables
188
1,192
1,380
238
913
1,151
Other payables
42
143
185
56
208
264
Deferred income(a)
118
338
456
103
280
383
Accruals
1,751
1,751
1,702
1,702
Employee entitlements
920
920
992
992
Royalties and mining taxes
2
622
624
3
868
871
Amounts owed to equity accounted units
193
16
209
196
10
206
Total
543
8,178
8,721
596
8,238
8,834
(a)Deferred income includes contract liabilities of US$358 million (2023: US$275 million).
The fair value of trade payables and financial instruments within other financial payables approximates their carrying value.
Supplier finance arrangements
The Group participates in supplier finance arrangements with designated banks whereby suppliers may elect to receive early payment of their invoice from
a third-party bank by factoring their receivable from Rio Tinto. These arrangements do not modify the terms of the original liability with respect to either
counterparty terms, settlement date or amount due. Although they are open to a wide range of suppliers, we typically see a take up for suppliers with
payment terms ranging from 60 to 105 days, similar to the prior year. For comparable trade payables that are not part of supplier finance arrangements the
range of payment terms are similar. Use of the early settlement facility is voluntary and at the suppliers' discretion on an invoice-by-invoice basis. Financial
liabilities subject to supplier finance arrangements, therefore, continue to be classified as trade payables with cash outflows showing within operating cash
flows. There were no significant non-cash changes in the carrying amount of the trade payables included in the Group's supplier finance arrangements.
As at 31 December 2024, the carrying value of the financial liabilities that are part of supplier finance arrangements presented within trade
payables amounts to US$714 million (2023: US$821 million), of which US$603 million (2023: US$754 million) relates to amounts that suppliers
have already received as payment from the banks on the reporting date.
Annual Report on Form 20-F 2024
197
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Financial statements  |  Notes to the consolidated financial statements
Our capital and liquidity
Our overriding objective when managing capital and liquidity is to safeguard the business as a going concern. Capital is allocated in a consistent and
disciplined manner. Essential capital expenditure remains our priority for capital allocation. It includes sustaining capital to ensure the integrity of our
assets, high-returning replacement projects and decarbonisation investment. This is followed by ordinary dividends within our well-established returns
policy. We then test investment in compelling growth projects against debt management and additional cash returns to shareholders.
Our Board and senior management regularly review the capital structure and liquidity of the Group. They take into account our strategic priorities, the
economic and business conditions, and any identified investment opportunities, along with the expected returns to shareholders. We expect total cash
returns to shareholders over the longer term to be in a range of 4060% of underlying earnings in aggregate through the commodity cycle.
We consider various financial metrics when managing our capital structure and liquidity risk, including total capital, net debt, gearing, the overall
level of borrowings and their maturity profile, liquidity levels, future cash flows, underlying EBITDA and interest cover ratios.
Our total capital as at 31 December is shown in the table below.
Note
2024
US$m
2023
US$m
Equity attributable to owners of Rio Tinto (see consolidated balance sheet)
55,246
54,586
Equity attributable to non-controlling interests (see consolidated balance sheet)
2,719
1,755
Net debt
19
5,491
4,231
Total capital
63,456
60,572
We have access to various forms of financing including corporate bonds issued in debt capital markets through our US Shelf and European
Medium Term Note Programmes, commercial paper, project finance, bank loans and credit facilities.
In November 2024, we entered into a US$7 billion bridge facility to support the funding required for the proposed acquisition of Arcadium Lithium,
which is expected to close in March 2025 (refer to note 5 for details). The Group also has an existing US$7.5 billion multi-currency revolving credit
facility which matures in November 2028. Both facilities remained undrawn throughout the year. At 31 December 2024, the Group’s subsidiaries had
available in aggregate US$738 million (2023: US$558 million) of committed borrowing facilities; these amounts are available for use by the respective
holders of each facility only and are not available for use across the Group. 
Our credit ratings as at 31 December, as provided by Standard & Poor’s and Moody’s Investor Services, were:
2024
2023
Long-term rating
A/A1
A/A1
Short-term rating
A-1/P-1
A-1/P-1
Outlook
Stable/Stable
Stable/Stable
Our unified credit status is maintained through cross guarantees, which mean the contractual obligations of Rio Tinto plc and Rio Tinto Limited
are automatically guaranteed by the other.
Financial liability analysis
In the table below, we summarise the maturity profile of our financial liabilities on our balance sheet based on contractual undiscounted
payments as at 31 December. When the amount payable is not fixed, the amount disclosed is determined by reference to the conditions existing
at the end of the reporting period. This will, therefore, not necessarily agree with the amounts disclosed as the carrying value.
2024
2023
(Outflows)/Inflows
Within 1
year or on
demand
US$m
Between
1 and 2
years
US$m
Between 2
and 5
years
US$m
After
5 years
US$m
Total
US$m
Within 1
year or on
demand
US$m
Between
1 and 2
years
US$m
Between
2 and 5
years
US$m
After
5 years
US$m
Total
US$m
Non-derivative financial liabilities
Trade and other financial payables(a)
(6,032)
(30)
(43)
(307)
(6,412)
(5,769)
(57)
(68)
(308)
(6,202)
Expected lease liability payments
(398)
(306)
(488)
(551)
(1,743)
(385)
(285)
(442)
(574)
(1,686)
Borrowings before swaps
(185)
(630)
(3,007)
(8,854)
(12,676)
(845)
(17)
(2,385)
(10,011)
(13,258)
Expected future interest payments(a)
(748)
(729)
(1,873)
(4,260)
(7,610)
(803)
(781)
(2,156)
(4,886)
(8,626)
Other financial liabilities
(4)
(4)
Derivative financial liabilities(b)
Derivatives related to net debt net settled
(78)
(50)
(86)
(17)
(231)
(161)
(87)
(163)
(411)
Derivatives related to net debt gross settled(a)
gross inflows
13
25
701
739
502
26
77
664
1,269
gross outflows
(34)
(34)
(909)
(977)
(620)
(34)
(102)
(841)
(1,597)
Derivatives not related to net debt net settled
(81)
(33)
(117)
(149)
(380)
(76)
(54)
(124)
(54)
(308)
Derivatives not related to net debt gross settled
gross inflows
240
240
499
499
gross outflows
(240)
(240)
(501)
(501)
Total
(7,543)
(1,787)
(5,822)
(14,138)
(29,290)
(8,163)
(1,289)
(5,363)
(16,010)
(30,825)
(a)The interest payable at the year-end is removed from trade and other financial payables and shown within expected future interest payments and derivatives related to net debt. Interest payments
have been projected using interest rates applicable at the end of the applicable financial year. Where debt is subject to variable interest rates, future interest payments are subject to change in line
with market rates.
(b)The maturity grouping is based on the earliest payment date.
Our weighted average debt maturity including leases and derivatives related to debt was approximately 11 years (2023: 12 years).
Annual Report on Form 20-F 2024
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Financial statements  |  Notes to the consolidated financial statements
19 Net debt
Analysis of changes in net debt
2024
Financial liabilities
Borrowings
excluding overdrafts
(note 20)(a)
US$m
Lease liabilities
(note 21)(b)
US$m
Derivatives related
to net debt
(note 23)(c)
US$m
Cash and cash
equivalents
including overdrafts
(note 22)(a)
US$m
Other
investments
(note 23)(d)
US$m
Net debt
US$m
At 1 January
(13,000)
(1,351)
(429)
9,672
877
(4,231)
Foreign exchange adjustment
57
69
(30)
(99)
(1)
(4)
Cash movements excluding exchange movements
494
455
104
(1,089)
(675)
(711)
Other non-cash movements
18
(586)
12
11
(545)
At 31 December
(12,431)
(1,413)
(343)
8,484
212
(5,491)
2023
Financial liabilities
Other assets
Borrowings
excluding overdrafts
(note 20)(a)
US$m
Lease liabilities
(note 21)(b)
US$m
Derivatives related
to net debt
(note 23)(c)
US$m
Cash and cash
equivalents including
overdrafts
(note 22)(a)
US$m
Other investments
(note 23)(d)
US$m
Net debt
US$m
At 1 January
(11,070)
(1,200)
(690)
6,774
1,998
(4,188)
Foreign exchange adjustment
(87)
(21)
62
(23)
(69)
Cash movements excluding exchange movements
(1,523)
426
(4)
2,921
(1,157)
663
Other non-cash movements
(320)
(556)
203
36
(637)
At 31 December
(13,000)
(1,351)
(429)
9,672
877
(4,231)
(a)Borrowings excluding overdrafts of US$12,431 million (2023:US$13,000 million) differs from Borrowings on the balance sheet as it excludes bank overdrafts of US$11 million
(2023: US$1 million) which has been included in cash and cash equivalents for the net debt reconciliation.
(b)Other non-cash movements in lease liabilities include the net impact of additions, modifications and terminations during the period.
(c)Included within “Derivatives related to net debt” are interest rate and cross-currency interest rate swaps that are in hedge relationships with the Group's debt.
(d)Other investments includes US$212 million (2023: US$877 million) of highly liquid financial assets held in a separately managed portfolio of fixed income instruments classified as held for
trading.
The table below summarises, by currency, our net debt, after taking into account relevant cross-currency interest rate swaps and foreign
exchange contracts:
2024
2023
Net debt by currency
Borrowings
excluding
overdrafts
US$m
Lease liabilities
US$m
Derivatives
related to net
debt
US$m
Cash and
cash
equivalents
US$m
Other
investments
US$m
Net debt
US$m
Net debt
US$m
US dollar
(12,181)
(539)
(343)
7,108
212
(5,743)
(4,033)
Australian dollar
(92)
(501)
721
128
(186)
Canadian dollar
(158)
(158)
81
(235)
(247)
South African rand
(2)
167
165
130
Other
(213)
407
194
105
Total
(12,431)
(1,413)
(343)
8,484
212
(5,491)
(4,231)
20 Borrowings
Recognition and measurement
Borrowings are recognised initially at fair value, net of transaction costs incurred, and are subsequently measured at amortised cost. Our policy
is to predominantly borrow in US dollars (USD) at floating interest rates, either directly or through the use of derivatives, as:
the majority of our sales are in USD
historically a lower cost of borrowing has been observed from maintaining a floating rate exposure
historically there has been a correlation between interest rates and commodity prices.
For bonds with fixed interest rates, we generally enter into interest rate swaps to convert them to floating rates. The tenor of the interest rate
swaps is sometimes shorter than the tenor of the bond which means we remain exposed to long-term fixed-rate funding. As interest rate swaps
mature, new medium dated swaps are generally transacted to maintain this floating rate exposure; however, we may elect to maintain a
proportion of fixed-rate funding after considering market conditions, the cost and form of funding and other related factors.
We have designated the swaps to be in fair value hedge relationships with the corresponding period of future interest payments of the
respective debt.
Where we borrow non-US denominated debt, we generally enter into cross-currency interest rate swaps to convert the principal and fixed
interest coupon to a USD nominal with a USD interest coupon.
Annual Report on Form 20-F 2024
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Financial statements  |  Notes to the consolidated financial statements
20 Borrowings continued
Borrowings
The characteristics and carrying value of the Group’s borrowings at 31 December are summarised below.
Carrying
value
2024
US$m
Carrying
value
2023
US$m
Nominal
value of
hedged item
2024
US$m
Nominal
value of
hedged item
2023
US$m
Weighted average
interest rate
after swaps (where
applicable)(b)
Swap
maturity
(where
applicable)
Rio Tinto Finance plc Euro Bonds 2.875% due 2024(a)(b)(c)
452
463
Rio Tinto Finance (USA) Limited Bonds 7.125% due 2028(a)(b)
780
804
750
750
3 month SOFR +3.54%
2028
Alcan Inc. Debentures 7.25% due 2028(a)(d)
101
99
100
100
6 month SOFR +3.33%
2028
Rio Tinto Finance plc Sterling Bonds 4.0% due 2029(a)(b)(e)(f)
624
611
639
Alcan Inc. Debentures 7.25% due 2031(a)(b)
402
392
400
400
3 month SOFR +5.98%
2025
Rio Tinto Finance (USA) plc Bonds 5.0% due 2033(a)(g)
646
646
650
6 month SOFR + 0.96%
2026/
2033
Alcan Inc. Global Notes 6.125% due 2033(a)(b)
731
699
750
750
3 month SOFR +5.93%
2025
Alcan Inc. Global Notes 5.75% due 2035(a)(b)
287
274
300
300
3 month SOFR +5.44%
2025
Rio Tinto Finance (USA) Limited Bonds 5.2% due 2040(a)(b)(h)
1,142
1,158
1,150
200
6 month SOFR +1.18%
2033
Rio Tinto Finance (USA) plc Bonds 4.75% due 2042(a)(i)
492
492
500
6 month SOFR + 0.65%
2026
Rio Tinto Finance (USA) plc Bonds 4.125% due 2042
732
731
Rio Tinto Finance (USA) Limited Bonds 2.75% due 2051(a)(b)
1,103
1,098
1,250
1,250
6 month SOFR +1.57%
2028
Rio Tinto Finance (USA) plc Bonds 5.125% due 2053(a)
1,097
1,151
1,100
1,100
6 month SOFR +0.76%
2033
Oyu Tolgoi LLC MIGA Insured Loan SOFR plus 2.65% due 2032(j)(k)
603
602
Oyu Tolgoi LLC Commercial Banks “B Loan” SOFR plus 3.4% due 2032(j)(k)
1,392
1,392
Oyu Tolgoi LLC Export Credit Agencies Loan 4.72% due 2033(j)(k)
249
248
Oyu Tolgoi LLC Export Credit Agencies Loan SOFR plus 3.65% due 2034(j)(k)
816
816
Oyu Tolgoi LLC International Financial Institutions “A Loan” SOFR plus 3.78%
due 2035(j)(k)
792
792
Other secured loans
93
144
Other unsecured loans
349
399
Bank overdrafts
11
1
Total borrowings(l)
12,442
13,001
Comprising:
Current borrowings
180
824
Non-current borrowings
12,262
12,177
Total borrowings(l)
12,442
13,001
(a)The fair value movements of our borrowings and interest rate swaps that are in fair value hedge relationships are included in note 9.
(b)The LIBOR reference rates derivatives were transitioned to Secured Overnight Financing Rate (SOFR) with effect from 1 July 2023 in accordance with International Swaps and Derivatives
Association (ISDA) Fallback Protocol. Weighted average interest rate after swaps for 2023 can be found in note 20 to the Financial Statements in our 2023 Annual Report.
(c)On 11 December 2024 we repaid our €417 million (nominal value) Rio Tinto Finance plc Euro Bonds on their maturity. The cash outflow relating to the repayment of the bonds and the
realised loss on the derivatives have been recognised within "Repayment of borrowings and associated derivatives" in the Group cash flow statement and totalled US$546 million.
(d)In November 2024, our interest rate swap which converted our fixed coupon interest payments on this bond to 3 month SOFR +5.69%, matured. We entered into a new interest rate swap to
convert our fixed coupon interest payments on this bond to 6 month SOFR + 3.33%.
(e)Rio Tinto has a US$10 billion (2023: US$10 billion) European Medium Term Note Program against which the cumulative amount utilised was US$626 million equivalent at 31 December
2024 (2023: US$1,102 million). The carrying value of these bonds after hedge accounting adjustments amounted to US$624 million (2023: US$1,063 million) in aggregate.
(f).We applied cash flow hedge accounting to this bond and the corresponding cross currency interest rate swap. The hedge is fully effective as the notional amount, maturity, payment and
reset dates match. In 2019, we swapped the resulting fixed US dollar annual interest coupon payments to floating rates. Fair value hedge accounting has been applied to this relationship in
addition to the pre-existing cash flow hedge. In December 2024, our existing interest rate swap on this bond matured, therefore, the bond is no longer in a hedged position.
(g)In April and October 2024 we entered into new interest rate swaps to convert our fixed coupon on this bond to 6 month SOFR +0.96%.
(h)In February, March and April 2024 we entered into a new interest rate swap to convert our fixed coupon on this bond to 6 month SOFR +1.18%.
(i)In December 2024 we entered into a new interest rate swaps to convert our fixed coupon on this bond to 6 month SOFR +0.65%.
(j)These borrowings relate to the Oyu Tolgoi LLC project finance facility and the due dates stated represent the final repayment date. The interest rates stated are pre-completion and will
increase by 1.2% post-completion, which is expected to take place in 2029 subject to meeting certain conditions. Refer below on the refinancing of the facility made during 2023. 
(k)Our bank borrowings in Oyu Tolgoi (OT) are subject to financial covenants which require that OT maintains a certain level of debt-equity ratio and a debt service coverage ratio. These
covenants are tested at the end of each month. Based on our forecasting, we consider this risk of non-compliance with these covenants to be remote.
(l)The Group’s borrowings of US$12,442 million (2023: US$13,001 million) include US$3,945 million (2023: US$3,994 million) of subsidiary entity borrowings that are subject to various
financial and general covenants with which the respective borrowers were in compliance as at 31 December 2024 and are expected to be in compliance within 12 months after the reporting
date. The non-compliance with these covenants, if not remediated, would permit the lender to immediately call the loan and borrowings.
In the prior year, we refinanced the Oyu Tolgoi project finance with a syndicate of international financial institutions, export credit agencies and
commercial lenders. The lenders agreed to a deferral of the principal repayments by 3 years to June 2026 and to an extension of the final
maturity date by 5 years from 2030 to 2035. As part of refinancing, the debt transitioned to the SOFR benchmark to which we applied the Phase
2 IBOR reform relief under IFRS 9. The refinancing did not result in a derecognition of the drawn down amount, however we recognised an
accounting loss on modification of US$123 million related to changes other than the benchmark transition and capitalised transaction costs
incurred of US$50 million.
Annual Report on Form 20-F 2024
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Financial statements  |  Notes to the consolidated financial statements
21 Leases
Recognition and measurement
IFRS 16 applies to the recognition, measurement, presentation and disclosure of leases. Certain leases are exempt from the standard, including
leases to explore for or use minerals, oil, natural gas and similar non-regenerative resources. We apply the scope exemptions in paragraphs 3(e) and
4 of IFRS 16 and do not apply the standard to leases of any assets which would otherwise fall within the scope of IAS 38 “Intangible Assets”.
A significant proportion of our lease arrangements relate to dry bulk vessels and office properties. Other leases include land and non-mining
rights, warehouses, ports, equipment and vehicles. 
We recognise all lease liabilities and corresponding right-of-use assets on the balance sheet, with the exception of short-term (12 months or
fewer) and low-value leases, where payments are expensed as incurred. Lease liabilities are recorded at the present value of fixed payments;
variable lease payments that depend on an index or rate; amounts payable under residual value guarantees; and extension options expected to
be exercised. Where a lease contains an extension option that we can exercise without negotiation, lease payments for the extension period are
included in the liability if we are reasonably certain that we will exercise the option. Variable lease payments not dependent on an index or rate
are excluded from the calculation of lease liabilities at initial recognition. Payments are discounted at the incremental borrowing rate of the
lessee, unless the interest rate implicit in the lease can be readily determined. For lease agreements relating to vessels, ports and properties,
non-lease components are excluded from the projection of future lease payments and recorded separately within operating costs as services
are being provided. The lease liability is measured at amortised cost using the effective interest method. The right-of-use asset arising from a
lease arrangement at initial recognition reflects the lease liability, initial direct costs, lease payments made before the commencement date of
the lease, and capitalised provision for dismantling and restoration of the underlying asset, less any lease incentives.
We recognise depreciation on right-of-use assets and interest on lease liabilities in the income statement over the lease term. Repayments of
lease liabilities are separated into a principal portion (presented within financing activities) and an interest portion (which the Group presents in
operating activities) in the cash flow statement. Payments made before the commencement date are included within financing activities unless
they in substance represent investing cash flows, for example where pre-commencement cash flows are significant relative to aggregate cash
flows of the leasing arrangement.
Other relevant judgements - accounting for renewable power purchase agreements
We have to apply judgement for certain contractual arrangements, such as renewable energy power purchase agreements (PPAs), in
evaluating whether we have the right to obtain substantially all of the economic benefits from the use of the renewable energy assets,
including the right to obtain physical energy these assets generate. Based on our evaluation, we determine whether an arrangement is a
lease, an executory contract or a derivative. An immaterial amount was recognised as a lease at 31 December 2024 for a fixed component of
the QMM renewable PPA. The Amrun PPA is a lease, which has not yet commenced and is included in capital commitments (note 37).
Lessee arrangements
We have made the following payments during the year associated with leases:
Description of payment
Included within
2024
US$m
2023
US$m
Principal lease payments
Cash flows from financing activities
455
426
Interest payments on leases
Cash flows from operating activities
67
50
Payments for short-term leases
Net operating costs
217
269
Payments for variable lease components
Net operating costs
46
40
Payments for low value leases (>12 months in duration)
Net operating costs
3
3
Total lease payments
788
788
Lease liabilities
The maturity profile of lease liabilities recognised at 31 December is:
2024
US$m
2023
US$m
Lease liabilities
Due within 1 year
398
385
Between 1 and 3 years
513
457
Between 3 and 5 years
281
270
More than 5 years
551
574
Total undiscounted cash payments expected to be made
1,743
1,686
Effect of discounting
(330)
(335)
Present value of minimum lease payments
1,413
1,351
Comprising:
Current lease liabilities per the balance sheet
354
345
Non-current lease liabilities per the balance sheet
1,059
1,006
Total lease liabilities
1,413
1,351
At 31 December 2024, commitments for leases not yet commenced were US$405 million (2023: US$308 million) and commitments relating to
short-term leases which had already commenced were US$182 million (2023: US$164 million). These commitments are not included in the
maturity profile table above.
Annual Report on Form 20-F 2024
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Financial statements  |  Notes to the consolidated financial statements
22 Cash and cash equivalents
Recognition and measurement
For the purpose of the balance sheet, cash and cash equivalents covers cash on hand, deposits held with banks, and short-term, highly liquid
investments (mainly money market funds and reverse repurchase agreements) that are readily convertible into known amounts of cash and
which are subject to insignificant risk of changes in value. Bank overdrafts are shown as current liabilities on the balance sheet. For the
purposes of the cash flow statement, cash and cash equivalents are shown net of overdrafts.
Note
2024
US$m
2023
US$m
Cash at bank and in hand
2,330
1,843
Money market funds, reverse repurchase agreements and other cash equivalents
6,165
7,830
Total cash and cash equivalents per consolidated balance sheet
8,495
9,673
Bank overdrafts repayable on demand (unsecured)
20
(11)
(1)
Total cash and cash equivalents per consolidated cash flow statement
8,484
9,672
Restricted cash and cash equivalent analysis
Cash and cash equivalents of US$515 million (2023: US$422 million) are held in countries where there are restrictions on remittances. Of this
balance, US$194 million (2023: US$156 million) could be used to repay subsidiaries’ third-party borrowings.
There are also restrictions on a further US$1,150 million (2023: US$553 million) of cash and cash equivalents, the majority of which is held by
partially owned subsidiaries and is not available for use in the wider Group due to legal and contractual restrictions currently in place. Of this
balance US$157 million (2023: US$129 million) could be used to repay these subsidiaries’ third-party borrowings.
Credit risk related to cash and cash equivalents
Our Treasury team manages credit risk from our investing activities in accordance with a credit risk framework which sets the risk appetite.
We make investments of surplus funds only with approved investment grade (BBB+ and above) counterparties who have been assigned
specific credit limits. The limits are set to minimise the concentration of credit risk and therefore mitigate the potential for financial loss through
counterparty failure.
23 Other financial assets and liabilities
Recognition and measurement
Derivatives are measured at fair value through profit or loss unless they are designated as hedging instruments. For details about our hedging
strategy and risks, refer to note 24. The Group has made an irrevocable choice to measure investments in equity shares at fair value through
other comprehensive income (FVOCI) except for those held for trading purposes.
Other financial assets
2024
2023
Non-current
US$m
Current
US$m
Total
US$m
Non-current
US$m
Current
US$m
Total
US$m
Derivatives not related to net debt
39
49
88
14
40
54
Derivatives related to net debt
24
24
87
87
Equity shares and quoted funds
255
24
279
163
18
181
Other investments, including loans(a)
263
346
609
217
1,060
1,277
Loans to equity accounted units(b)
509
509
Total other financial assets
1,090
419
1,509
481
1,118
1,599
(a)Current “Other investments, including loans” includes US$212 million (2023: US$877 million) of highly liquid financial assets held in a separately managed portfolio of fixed income
instruments classified as held for trading and included within our net debt definition.
(b)This relates to loans of US$534 million due from WCS Rail and Port entities, net of expected credit loss.
Credit risk related to other financial assets
Our Treasury team manages credit risk in relation to applicable other financial assets in accordance with our counterparty credit framework
(which is reviewed biannually) to minimise our counterparty risk and mitigate financial loss through counterparty failure. Derivatives and
investments with any given counterparty are required to be within the credit limit (based on a quantitative credit risk model) for that counterparty
as approved by the Group’s Financial Risk Management Committee. Our investments are dictated by the Group’s investment policy which sets
out a number of criteria for eligible investments, including credit quality, duration, maturity and concentration limits.
Other financial liabilities
2024
2023
Non-current
US$m
Current
US$m
Total
US$m
Non-current
US$m
Current
US$m
Total
US$m
Derivatives not related to net debt
252
84
336
198
68
266
Derivatives related to net debt
339
28
367
315
201
516
Other financial liabilities
4
4
Total other financial liabilities
591
112
703
513
273
786
Annual Report on Form 20-F 2024
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Financial statements  |  Notes to the consolidated financial statements
23 Other financial assets and liabilities continued
Offsetting and enforceable master netting agreements
When we have a legally enforceable right to set-off our financial assets and liabilities and an intention to settle on a net basis, or realise the asset and
settle the liability simultaneously, we report the net amount in the consolidated balance sheet. Agreements with derivative counterparties are based
on the International Swaps and Derivatives Association master netting agreements that do not meet the criteria for offsetting, but allow for the related
amounts to be set-off in certain circumstances. During the year, there were no material amounts offset in the balance sheet.
24 Financial instruments and risk management
Recognition and measurement
We classify our financial assets into those held at amortised cost and those to be measured at fair value either through the profit and loss
(FVTPL) or through other comprehensive income (FVOCI) based on the business model for managing the financial assets and the contractual
terms of the cash flows.
Classification of
financial asset
Amortised cost
Fair value through profit
and loss
Fair value through other comprehensive income
Recognition and
initial measurement
At initial recognition, trade receivables that do not
have a significant financing component are
recognised at their transaction price. Other
financial assets are initially recognised at fair
value plus related transaction costs.
The asset is initially
recognised at fair value with
transaction costs
immediately expensed to
the income statement.
The asset is initially recognised at fair value. 
Subsequent
measurement
Amortised cost using the effective interest
method.
Fair value movements are
recognised in the income
statement.
Fair value gains or losses on revaluation of such equity
investments, including any foreign exchange component,
are recognised in other comprehensive income. Dividends
are recognised in the income statement when the right to
receive payment is established.
Derecognition
Any gain or loss on derecognition or modification of
a financial asset held at amortised cost is
recognised in the income statement.
Not applicable.
When the equity investment is derecognised, there is no
recycling of fair value gains or losses previously recognised in
other comprehensive income to the income statement.
Borrowings and other financial liabilities (including trade payables but excluding derivative liabilities) are recognised initially at fair value, net of
transaction costs incurred, and are subsequently measured at amortised cost.
Financial risk management objectives
Our financial risk management objectives are:
to have in place a robust capital structure to manage the organisation through the commodity cycle
to allow our financial exposures, mainly commodity price, foreign exchange and interest rates to, in general, float with the market.
Our Treasury and Commercial teams manage the following key economic risks generated from our operations:
capital and liquidity risk
credit risk
interest rate risk
commodity price risk
foreign exchange risk.
These teams operate under a strong control environment, within approved limits.
(i) Capital and liquidity risk
Our capital and liquidity risk arises from the possibility that we may not be able to settle or meet our obligations as they fall due. Refer to our
capital and liquidity section on page 197.
As disclosed in note 18, under the supplier finance arrangements, the Group makes payments to participating banks on the same date as stated
on the vendor’s invoice, and as such these arrangements do not give rise to additional liquidity risk.
(ii) Credit risk
Credit risk is the risk that our customers, or institutions that we hold investments with, are unable to meet their contractual obligations. We
are exposed to credit risk in our operating activities (primarily from customer trade receivables); and from our investing activities that include
government securities (primarily US Government), corporate and asset-backed securities, reverse repurchase agreements, money market
funds, and balances with banks and financial institutions. Refer to note 17, note 22 and note 23 for an understanding of the size of, and the
credit risk related to, each balance.
(iii) Interest rate risk
Our interest rate management policy is generally to borrow and invest at floating interest rates. However, we may elect to maintain a proportion of
fixed-rate funding after considering market conditions, the cost and form of funding and other related factors. After the impact of hedging, 76%
(2023: 68%) of our borrowings (including leases) were at floating rates. To understand how we manage interest rate risk, refer to note 20.
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Financial statements  |  Notes to the consolidated financial statements
24 Financial instruments and risk management continued
Sensitivity to interest rate changes
Based on our floating rate financial instruments outstanding at 31 December 2024, the effect on our net earnings of a 100 basis point increase in
US dollar Secured Overnight Financing Rate (SOFR) interest rates, with all other variables held constant, would be an expense of US$23 million
(2023: US$5 million). This reflects the net debt position in 2024 and 2023.
We are also exposed to interest rate volatility within shareholders’ equity. This is because we have designated some cross-currency interest rate
swaps to be in a cash flow hedge relationship with our 2029 British pound sterling (GBP) loan. As we receive fixed GBP interest and pay fixed
USD interest, any change in the GBP interest rate or the USD interest rate will have an impact on the fair value of the derivative within
shareholders’ equity. With all factors remaining constant, a 100 basis point increase in interest rates in each of the currencies in isolation would
impact equity, before tax, by a charge of US$27 million (2023: US$33 million) for GBP and a credit of US$35 million (2023: US$42 million) for
USD. A 100 basis point decrease would have broadly the same impact in the opposite direction.
(iv) Commodity price risk
Our broad commodity base means our exposure to commodity prices is diversified. Our normal policy is to sell our products at prevailing market
prices. For certain physical commodity transactions for which the price was fixed at the contract date, we enter into derivatives to achieve the
prevailing market prices at the point of revenue recognition. We do not generally consider that using derivatives to fix commodity prices would
provide a long-term benefit to our shareholders.
Exceptions to this rule are subject to limits, and to defined market risk tolerances and internal controls.
Substantially all iron ore and aluminium sales are reflected at final prices at each reporting period. Final prices for copper concentrate, however,
are normally determined between 30 and 180 days after delivery to our customer.
At 31 December 2024, we had 186 million pounds of copper sales (31 December 2023: 92 million pounds) which were provisionally priced at
US 397 cents per pound (2023: US 387 cents per pound). The final price of these sales will be determined during the first half of 2025. A 10%
change in the price of copper realised on the provisionally priced sales, with all other factors held constant, would increase or reduce net
earnings by US$46 million (2023: US$22 million).
Power costs represent a significant portion of costs in our aluminium business and, therefore, we are exposed to fluctuations in power prices. To
mitigate our exposure to changes in the relationship between aluminium prices and power prices, we have a number of electricity purchase
contracts that are directly linked to the daily official LME cash ask price for high-grade aluminium (LME price) and to the US Midwest Transaction
Premium (Midwest premium).
In accordance with IFRS 9, we apply hedge accounting to 2 embedded derivatives within our power contracts. The embedded derivatives
(nominal aluminium forward sales) have been designated as the hedging instrument. The forecast aluminium sales, priced using the LME price
and the Midwest premium, represent the hedged item.
The hedging ratio is 1:1, as the quantity of sales designated as being hedged matches the notional amount of the hedging instrument. The
hedging instrument’s nominal amount, expressed in equivalent metric tonnes of aluminium, is derived from our expected electricity consumption
under the power contracts as well as other relevant contract parameters.
When we designate such embedded derivatives as the hedging instrument in a cash flow hedge, we recognise the effective portion of the
change in the fair value of the hedging instrument in other comprehensive income, and it is accumulated in the cash flow hedge reserve. The
amount that is recognised in other comprehensive income is limited to the lesser of the cumulative change in the fair value of the hedging
instrument and the cumulative change in the fair value of the hedged item, in absolute terms. On realisation of the hedges, realised amounts are
reclassified from reserves to consolidated sales revenue in the income statement.
We recognise any ineffectiveness relating to the hedging relationship immediately in the income statement.
Sources of ineffectiveness include differences in the timing of the cash flows between the hedged item and the hedging instrument, non-zero
initial fair value of the hedging instrument, the existence of a cap on the Midwest premium in the hedging instrument and counterparty credit risk.
We held the following nominal aluminium forward sales contracts embedded in the power contracts as at 31 December:
2024
2023
Within 1 year
Between 1
and 5 years
Between 5
and 10 years
Total
Within 1 year
Between 1
and 5 years
Between 5
and 10 years
Total
Nominal amount (tonnes)
73,117
286,455
359,572
72,617
289,801
66,268
428,686
Nominal amount (US$ millions)
174
716
890
169
711
170
1,050
Average hedged rate (US$ per tonne)
2,382
2,498
2,474
2,331
2,452
2,564
2,449
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Financial statements  |  Notes to the consolidated financial statements
24 Financial instruments and risk management continued
The impact on our financial statements of these hedging instruments and hedging items are:
Aluminium embedded derivatives separated
from the power contract
(hedging instrument)(a)
Highly probable forecast aluminium sales (hedged item)
Nominal
US$m
Carrying
amount
US$m
Change in fair
value in the
period
US$m
Cash flow
hedge
reserve(b)
US$m
Change in fair
value in
the period
US$m
Total hedging
gains/(losses)
recognised
in reserves
US$m
Hedge
ineffective-
ness in the
period
(losses)/
gains(c)
US$m
Losses/
(gains)
reclassified
from reserves
to income
statement(d)
US$m
2024
890
(113)
42
(39)
(26)
42
5
2023
1,050
(174)
3
(91)
(16)
(1)
4
(2)
(a)Aluminium embedded derivatives (forward contracts and options) are contained within certain aluminium smelter electricity purchase contracts. The carrying amount of US$113 million (2023:
US$174 million) is shown within “Other financial assets and liabilities”.
(b)The difference between this amount and the total cash flow hedge reserve of the Group (shown in note 35) relates to our cash flow hedge on the sterling bond (refer to interest rate risk
section).
(c)Hedge ineffectiveness is included in “net operating costs” (within “raw materials, consumables, repairs and maintenance” - refer to note 7) in the income statement.
(d)On realisation of the hedge, realised amounts are reclassified from reserves to consolidated sales revenue in the income statement.
There was no cost of hedging recognised in 2024 (2023: no cost) relating to this hedging relationship.
Sensitivity analysis
Our commodity derivatives are impacted by changes in market prices. The table below summarises the impact that changes in aluminium
market prices have on aluminium forward and option contracts embedded in power supply agreements outstanding at 31 December 2024. Any
change in price will result in an offsetting change in our future earnings.
Change in
market prices
2024
US$m
2023
US$m
Effect on net earnings
+10%
(42)
(52)
(10)%
69
67
Effect on equity
+10%
(68)
(81)
(10)%
42
70
We exclude our “own use contracts” from this sensitivity analysis as they are outside the scope of IFRS 9. Our business units continue to hold
these types of contracts to satisfy their expected purchase, sale or usage requirements.
Impact of climate change on our business - renewable power purchase agreements in Queensland, New Zealand and the USA
As part of the program to develop renewable energy solutions for our Queensland aluminium assets, in 2023 and 2024, we entered into long-term
renewable 2.2GW PPAs to buy renewable electricity and associated carbon credits to be generated in the future from the Upper Calliope solar farm
and the Bungaban wind farm. In 2024, our New Zealand Aluminium Smelters signed long term PPAs with electricity generators for a total of 572MW
of hydro electricity. We also signed a PPA with the Monte Cristo wind farm in the US. These contracts are recorded as derivatives, with net
unrealised losses of US$111 million recognised in the current year (2023: US$nil) and require complex derivative measurement over the contract’s
term categorised under level 3 with significant unobservable inputs related to future energy prices. A 10% increase in forecast electricity prices over
the remaining term of the contracts would result in a US$499 million increase in fair value and a 10% decrease in forecast electricity prices would
result in a US$500 million decrease in fair value.
(v) Foreign exchange risk
The broad geographic spread of our sales and operations means that our earnings, cash flows and shareholders’ equity are influenced by a
wide variety of currencies. The majority of our sales are denominated in USD.
Our operating costs are influenced by the currencies of those countries where our mines and processing plants are located, and by those
currencies in which we buy imported equipment and services. The USD, the Australian dollar (AUD) and the Canadian dollar (CAD) are the most
important currencies influencing our costs. In any particular year, currency fluctuations may have a significant impact on our financial results. A
strengthening of the USD against the currencies in which our costs are partly denominated has a positive effect on our net earnings. However, a
strengthening of the USD reduces the value of non-USD denominated net assets, and therefore total equity.
In most cases, our debt and other financial assets and liabilities, including intragroup balances, are held in the functional currency of the relevant
subsidiary. There are instances where these balances are held in currencies other than the functional currency of the relevant subsidiary. This means
we recognise exchange gains and losses in our income statement (except where they can be taken to equity) as these balances are translated into
the functional currency of the relevant subsidiary. Our income statement also includes exchange gains and losses arising on USD net debt and
intragroup balances. On consolidation, these balances are retranslated to our USD presentational currency and there is a corresponding and
offsetting exchange difference recognised directly in the currency translation reserve. There is no impact on total equity.
Under normal market conditions, we do not consider that active currency hedging of transactions would provide long-term benefits to
shareholders. We review our exposure on a regular basis and will undertake hedging if deemed appropriate. We may deem currency protection
measures appropriate in specific commercial circumstances. Capital expenditures and other significant financial items such as acquisitions,
disposals, tax and dividend cash flows may be economically hedged.
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Financial statements  |  Notes to the consolidated financial statements
24 Financial instruments and risk management continued
Sensitivity analysis
The table below shows the estimated retranslation effect on financial assets and financial liabilities at 31 December, including intragroup
balances, of a 10% strengthening in the closing exchange rate of the USD against significant currencies. We deem 10% to be the annual
exchange rate movement that is reasonably probable (on an annual basis over the long run) for any of our significant currencies and therefore
an appropriate representation for the sensitivity analysis.
2024
2023
Currency exposure
Closing exchange
rate
US cents
Effect on net
earnings
US$m
Impact directly on
equity
US$m
Closing exchange
rate
US cents
Effect on net
earnings
US$m
Impact directly on
equity
US$m
Australian dollar
62
391
(977)
69
228
(1,036)
Canadian dollar
70
(362)
76
(361)
We calculate sensitivities in relation to the functional currencies of our individual entities. We translate the impact of these on net earnings into
USD at the exchange rates on which the sensitivities are based. The impact to net earnings associated with a 10% weakening of a particular
currency, shown above, is broadly offset within equity through movements in the currency translation reserve and therefore generally has no
impact on our net assets. The offsetting currency translation movement is not shown in the table above. The impact is expressed in terms of the
effect on net earnings and equity, assuming that each exchange rate moves in isolation. The sensitivities are based on financial assets and
financial liabilities held at 31 December, where balances are not denominated in the functional currency of the subsidiary or joint operation, and
exclude financial assets and liabilities held by equity accounted units. These balances will not remain constant throughout 2025 and, therefore,
this illustrative information should be used with caution.
Valuation hierarchy of financial instruments carried at fair value on a recurring basis
The table below shows the classifications of our financial instruments by valuation method in accordance with IFRS 13 “Fair Value
Measurement” at 31 December.
All instruments shown as being held at fair value have been classified as fair value through the profit and loss unless specifically footnoted.
2024
2023
Held at fair value
Held at
amortised
cost
US$m
Total
US$m
Held at fair value
Held at
amortised
cost
US$m
Total
US$m
Note
Level 1(a)
US$m
Level 2(b)
US$m
Level 3(c)
US$m
Level 1(a)
US$m
Level 2(b)
US$m
Level 3(c)
US$m
Assets
Cash and cash equivalents(d)
22
4,893
3,602
8,495
2,722
6,951
9,673
Investments in equity shares and funds(e)
23
96
183
279
85
96
181
Other investments, including loans(f)
23
230
275
104
609
896
228
153
1,277
Trade and other financial receivables(g)
17
15
1,379
1,948
3,342
9
1,383
1,851
3,243
Loans to equity accounted units
23
509
509
Forward contracts and option contracts:
designated as hedges(h)
23
27
27
Forward, option and embedded derivatives
contracts, not designated as hedges(h)
23
42
19
61
28
26
54
Derivatives related to net debt(i)
23
24
24
87
87
Liabilities
Trade and other financial payables(j)
18
(144)
(6,392)
(6,536)
(47)
(6,277)
(6,324)
Forward, option and embedded derivatives
contracts, designated as hedges(h)
23
(180)
(180)
(174)
(174)
Forward, option and embedded derivatives
contracts, not designated as hedges(h)
23
(48)
(108)
(156)
(63)
(29)
(92)
Derivatives related to net debt(i)
23
(367)
(367)
(516)
(516)
(a)Valuation is based on unadjusted quoted prices in active markets for identical financial instruments.
(b)Valuation is based on inputs that are observable for the financial instruments, which include quoted prices for similar instruments or identical instruments in markets which are not considered
to be active, or inputs, either directly or indirectly based on observable market data.
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Financial statements  |  Notes to the consolidated financial statements
24 Financial instruments and risk management continued
(c)Valuation is based on inputs that cannot be observed using market data (unobservable inputs). The change in valuation of our level 3 instruments for the year to 31 December is as follows.
2024
2023
Level 3 financial assets and liabilities
US$m
US$m
Opening balance
147
131
Currency translation adjustments
(12)
(2)
Total realised gains/(losses) included in:
– consolidated sales revenue
12
– net operating costs
(32)
(18)
Total unrealised gains included in:
– net operating costs
22
43
Total unrealised gains/(losses) transferred into other comprehensive income through cash flow hedges
34
(1)
Additions to financial assets
88
29
Disposals/maturity of financial instruments
(31)
(47)
Closing balance
216
147
Net gains included in the income statement for assets and liabilities held at year end
3
31
(d)Our Cash and cash equivalents of US$8,495 million (2023: US$9,673 million), includes US$4,893 million (2023: US$2,722 million) relating to money market funds which are treated as
FVTPL under IFRS 9 with the fair value movements reported as finance income.
(e)Investments in equity shares and funds include US$221 million (2023: US$157 million) of equity shares, not held for trading, where we have irrevocably elected to present fair value gains
and losses on revaluation in other comprehensive income. The election is made at an individual investment level.
(f)Other investments, including loans, covers cash deposits in rehabilitation funds, government bonds, managed investment funds and royalty receivables.
(g)Trade receivables include provisionally priced invoices. The related revenue is initially based on forward market selling prices for the quotation periods stipulated in the contracts with
changes between the provisional price and the final price recorded separately within “Other revenue”. The selling price can be measured reliably for the Group's products, as it operates in
active and freely traded commodity markets. At 31 December 2024, US$1,374 million (2023: US$1,362 million) of provisionally priced receivables were recognised.
(h)Level 3 derivatives mainly consist of derivatives embedded in electricity purchase contracts linked to the LME, midwest premium and billet premium with terms expiring between 2025 and
2036 (2023: 2025 and 2036). Derivatives related to renewable power purchase agreements are linked to forward electricity prices with terms expiring between 2026 and 2054.
(i)Net debt derivatives include interest rate swaps and cross-currency swaps. As part of the International Swaps and Derivatives Association (ISDA) Fallbacks Protocol, on 1 July 2023 we
completed the transition of our US LIBOR derivatives to SOFR on cessation of US LIBOR at 30 June 2023. There was no impact on our hedging arrangements after taking into account the
IFRS 9 IBOR reform reliefs.
(j)Trade and other financial payables comprise trade payables, other financial payables, accruals and amounts due to equity accounted units within note 18.
There were no material transfers between level 1 and level 2, or between level 2 and level 3 in the current or prior year.
Valuation techniques and inputs
The techniques used to value our more significant fair value assets/(liabilities) categorised under level 2 and level 3 are summarised below:
2024
2023
Description
Fair value
US$m
Fair value
US$m
Valuation technique
Significant inputs
Level 2
Interest rate swaps
(156)
(163)
Discounted cash flows
Applicable market quoted swap yield curves
Credit default spread
Cross-currency interest rate swaps
(187)
(266)
Discounted cash flows
Applicable market quoted swap yield curves
Credit default spread
Market quoted FX rate
Provisionally priced receivables
1,374
1,362
Closely related listed product
Applicable forward quoted metal price
Level 3
Renewable power purchase
agreements
(111)
Discounted cash flows
Forward electricity price
Energy volume
Derivatives embedded in electricity
contracts
(132)
(186)
Option pricing model
LME forward aluminium price
Midwest premium and billet premium
Royalty receivables
252
214
Discounted cash flows
Forward commodity price
Mine production
Sensitivity analysis in respect of level 3 financial instruments
For assets/(liabilities) classified under level 3, the effect of changing the significant unobservable inputs on carrying value has been calculated
using a movement that we deem to be reasonably probable.
Net derivative liabilities related to our renewable power purchase agreements have a fair value of US$111 million at 31 December 2024 (2023:
nil). The fair value is calculated as the present value of the future contracted cash flows using risk-adjusted forecast prices including credit
adjustments. A 10% increase in forecast electricity prices over the remaining term of the contracts would result in a US$499 million increase in
fair value and a 10% decrease in forecast electricity prices would result in a US$500 million decrease in fair value.
To value long-term aluminium embedded power derivatives, we use unobservable inputs when the term of the derivative extends beyond
observable market prices. Changing the level 3 inputs to reasonably possible alternative assumptions does not change the fair value
significantly, taking into account the expected remaining term of contracts for either reported period. The fair value of these derivatives is a net
liability of US$132 million at 31 December 2024 (2023: US$186 million).
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Financial statements  |  Notes to the consolidated financial statements
24 Financial instruments and risk management continued
Impact of climate change on our business - coal royalty receivables
At 31 December 2024, royalty receivables include amounts arising from our divested coal businesses with a carrying value of US$252 million
(2023: US$214 million). These are classified as “Other investments, including loans” within note 23. The fair values are determined using
level 3 unobservable inputs. These royalty receivables include US$96 million from forecast production beyond 2030. These have not been
adjusted for potential changes in production rates that could occur due to climate change targets impacting the operator.
The main unobservable input is the long-term coal price used over the life of these royalty receivables. A 15% increase in the coal spot price
would result in a US$24 million increase (2023: US$64 million) in the carrying value. A 15% decrease in the coal spot price would result in a
US$61 million decrease (2023: US$39 million) in the carrying value. We have used a 15% assumption to calculate our exposure as it
represents the annual coal price movement that we deem to be reasonably probable (on an annual basis over the long run).
Fair values disclosure of financial instruments
The following table shows the carrying amounts and fair values of our borrowings including those which are not carried at an amount which
approximates their fair value at 31 December. The fair values of some of our financial instruments approximate their carrying values because of
their short maturity, or because they carry floating rates of interest.
2024
2023
Carrying
value
US$m
Fair
value
US$m
Carrying
value
US$m
Fair
value
US$m
Listed bonds
8,137
7,702
8,607
8,672
Oyu Tolgoi project finance
3,852
4,103
3,850
4,090
Other
453
416
544
494
Total borrowings (including overdrafts)
12,442
12,221
13,001
13,256
Borrowings relating to listed bonds are categorised as level 1 in the fair value hierarchy while those relating to project finance drawn down by
Oyu Tolgoi use a number of level 3 valuation inputs. Our remaining borrowings have a fair value measured by discounting estimated cash flows
with an applicable market quoted yield, and are categorised as level 2 in the fair value hierarchy.
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Financial statements  |  Notes to the consolidated financial statements
Our people
Summarised below are the key financial metrics relating to our people.
25 Average number of employees
Subsidiaries and joint operations
Equity accounted units
(Rio Tinto share)
2024
2023
2022
2024
2023
2022
Principal locations of employment:
Australia and New Zealand
25,098
25,045
23,829
858
725
704
Canada
14,157
13,864
13,344
50
5
UK
366
323
202
Europe
875
912
994
24
25
Africa
3,567
3,180
2,797
1,293
1,176
1,218
US
4,113
3,973
3,655
311
58
Mongolia
4,962
4,700
4,175
South America
449
389
286
1,497
1,414
1,383
India
1,183
611
396
Singapore
486
469
454
Other countries(a)
305
305
289
Total
55,561
53,771
50,421
4,033
3,403
3,305
(a)“Other countries” primarily includes employees in the Middle East (excluding Oman which is included in Africa), and other countries in Asia which are not shown separately in the
table above.
Employee numbers, which represent the average for the year, include 100% of employees of subsidiary companies. Employee numbers for joint
operations and equity accounted units are proportional to the Group’s interest under contractual agreements. Average employee numbers
include a part-year effect for companies acquired or disposed of during the year.
Part-time employees are included on a full-time-equivalent basis. Temporary employees are included in employee numbers.
People employed by contractors are not included.
26 Employment costs and provisions
Note
2024
US$m
2023
US$m
2022
US$m
Total employment costs
– Wages and salaries
6,004
5,625
5,115
– Social security costs
461
470
425
– Net post-retirement charge
28
605
449
559
– Share-based payment charge
27
172
144
122
7,242
6,688
6,221
Less: charged within movement in provisions (see below)
(187)
(52)
(219)
Total employment costs
7
7,055
6,636
6,002
2024
2023
Employment provisions
Pensions
and
post-retirement
healthcare(a)
US$m
Other
employee
entitlements(b)
US$m
Total
US$m
Total
US$m
At 1 January
1,189
369
1,558
1,658
Adjustment on currency translation
(48)
(35)
(83)
32
Charged/(credited) to profit:
increases to existing and new provisions
91
108
199
78
unused amounts reversed
(12)
(12)
(26)
Utilised in year
(75)
(58)
(133)
(277)
Remeasurement (gains)/losses recognised in other comprehensive income
(94)
(94)
102
Transfers and other movements
21
21
(9)
At 31 December
1,063
393
1,456
1,558
Balance sheet analysis:
Current
68
291
359
361
Non-current
995
102
1,097
1,197
Total employment provisions
1,063
393
1,456
1,558
(a)The main assumptions used to determine the provision for pensions and post-retirement healthcare, and other information, including the expected level of future funding payments in respect
of those arrangements, are given in note 28.
(b)The provision for other employee entitlements includes a provision for long service leave of US$313 million (2023: US$296 million), based on the relevant entitlements in certain Group
operations, and includes US$24 million (2023: US$17 million) of provision for redundancy and severance payments.
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Financial statements  |  Notes to the consolidated financial statements
27 Share-based payments
The Rio Tinto plc and Rio Tinto Limited share-based incentive plans
are as follows.
UK Share Plan
The fair values of Matching and Free share awards are the market
value of the shares on the date of award. The awards are settled in
equity.
Equity Incentive Plan
Since 2018, all long-term incentive awards have been granted under
the 2018 Equity Incentive Plans which allow for awards in the form of
Performance Share Awards (PSA), Management Share Awards
(MSA) and Bonus Deferral Awards (BDA) to be granted. In general,
these awards will be settled in equity, including the dividends
accumulated from date of award to vesting and therefore the awards
are accounted for in accordance with the requirements applying to
equity-settled share-based payment transactions.
Performance Share Awards
The vesting of these awards is dependent on service conditions being
met; performance conditions apply.
Awards granted in previous years (since 2018) are subject to a Total
Shareholder Return (TSR) performance condition. Awards granted in
2024 are subject to both a TSR performance condition (80%
weighting), and a decarbonisation measure (20% weighting). The fair
value of the awards subject to a TSR performance condition is
calculated using a Monte Carlo simulation model. For the part of the
awards subject to a decarbonisation target, as this is a non-market
related performance condition, the fair value is reviewed at each
accounting date, based on the prevailing projected outcome.
Forfeitures prior to vesting are assumed at 5% per annum of
outstanding awards (2023: 5% per annum).
Management Share Awards
The vesting of these awards is dependent on service conditions being
met; no performance conditions apply.
The fair value of each award on the day of grant is based on the
share price on the day of grant. Forfeitures prior to vesting are
assumed at 7% per annum of outstanding awards (2023: 7% per
annum).
Bonus Deferral Awards
Bonus Deferral Awards provide for the mandatory deferral of 50% of
the bonuses for Executive Directors and Executive Committee
members.
The vesting of these awards is dependent only on service conditions
being met. The fair value of each award is based on the share price
on the day of grant. Forfeitures prior to vesting are assumed at 3%
per annum of outstanding awards (2023: 3% per annum).
Global Employee Share Plans
The Global Employee Share Plans were re-approved by shareholders
in 2021. Under these plans, the companies provide a Matching share
award for each Investment share purchased by a participant. The
vesting of Matching awards is dependent on service conditions being
met and the continued holding of Investment shares by the participant
until vesting. These awards are settled in equity including the
dividends accumulated from date of award to vesting. The fair value
of each Matching share on the day of grant is equal to the share price
on the date of purchase less a deduction of 15% (5% per annum) for
estimated cancellations (caused by employees withdrawing their
Investment shares prior to vesting) in addition to a deduction for
forfeitures prior to vesting which are assumed at 5% per annum of
outstanding awards (2023: 5% per annum).
The PSA, MSA, BDA and awards under the Global Employee Share
Plans and UK Share Plan together represent 100% (2023: 100%) of
the total IFRS 2 “Share-based Payment” charge for Rio Tinto plc and
Rio Tinto Limited plans in 2024.
Recognition and measurement
These plans are accounted for in accordance with the fair value
recognition provisions of IFRS 2.
The fair value of the Group’s share plans is recognised as an expense
over the expected vesting period with an offset to retained earnings
for Rio Tinto plc plans and to other reserves for Rio Tinto Limited
plans.
The Group uses fair values provided by independent actuaries
calculated using a Monte Carlo simulation model where required.
The terms of each plan are considered at the balance sheet date to
determine whether the plan should be accounted for as equity-settled
or cash-settled. The Group does not operate any material plans as
cash-settled although certain awards can be settled in cash at the
discretion of the Directors or where settling awards in equity is
challenging or prohibited by local laws and regulations. The value of
these awards is immaterial.
The Group’s equity-settled share plans are settled either by the
issuance of shares by the relevant parent company; the purchase of
shares on market; or the use of shares held in treasury. If the cost of
shares acquired to satisfy the plans differs from the expense charged,
the difference is taken to retained earnings or other reserves, as
appropriate.
The charge that has been recognised in the income statement for Rio Tinto’s share-based incentive plans, and the related liability (for cash-
settled awards), is set out in the table below.
Charge recognised for the year
Liability at the end of the year
2024
US$m
2023
US$m
2022
US$m
2024
US$m
2023
US$m
Equity-settled awards
170
140
117
Cash-settled awards
2
4
5
5
6
Total
172
144
122
5
6
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Financial statements  |  Notes to the consolidated financial statements
27 Share-based payments continued
Performance Share Awards (granted under either the Performance Share Plans or the Equity Incentive Plans)
Rio Tinto plc awards
Rio Tinto Limited awards
2024
number
Weighted
average fair
value at grant
date
2024
£
2023
number
Weighted
average fair
value at grant
date
2023
£
2024
number
Weighted
average fair
value at grant
date
2024
A$
2023
number
Weighted
average fair
value at grant
date
2023
A$
Unvested awards at 1 January
2,596,811
24.34
2,903,449
24.36
1,011,192
54.74
1,040,240
52.51
Awarded
1,077,110
28.22
562,747
28.40
579,982
67.34
287,714
61.66
Forfeited
(77,417)
27.33
(166,376)
27.94
(35,737)
60.05
(28,789)
51.91
Failed performance conditions
(38,101)
24.68
(11,058)
54.55
Vested
(801,809)
24.52
(703,009)
26.84
(175,600)
54.55
(287,973)
53.88
Unvested awards at 31 December
2,756,594
25.71
2,596,811
24.34
1,368,779
59.97
1,011,192
54.74
Rio Tinto plc awards
Rio Tinto Limited awards
2024
number
Weighted
average
share price at
vesting
2024
£
2023
number
Weighted
average share
price at
vesting
2023
£
2024
number
Weighted
average
share price at
vesting
2024
A$
2023
number
Weighted
average share
price at
vesting
2023
A$
Vested awards settled in shares during the
year (including dividend shares applied
on vesting)
924,836
51.12
767,439
59.21
143,996
124.24
238,405
122.58
Vested awards settled in cash during the year
(including dividend shares applied on vesting)
111,446
51.70
181,492
58.36
83,388
124.36
140,690
123.40
In addition to the equity-settled awards shown above, there were 41,164 Rio Tinto plc and 25,792 Rio Tinto Limited cash-settled awards
outstanding at 31 December 2024 (2023: 24,365 Rio Tinto plc and 19,881 Rio Tinto Limited cash-settled awards outstanding). The total liability
for these awards at 31 December 2024 was US$1 million (2023: US$1 million).
Management Share Awards, Bonus Deferral Awards (granted under the Equity Incentive Plans), Global Employee
Share Plans and UK Share Plan (combined)
Rio Tinto plc awards(a)
Rio Tinto Limited awards
2024
number
Weighted
average fair
value at grant
date
2024
£
2023
number
Weighted
average fair
value at grant
date
2023
£
2024
number
Weighted
average fair
value at grant
date
2024
A$
2023
number
Weighted
average fair
value at grant
date
2023
A$
Unvested awards at 1 January(b)
2,810,128
50.36
2,585,679
47.22
2,580,993
103.11
2,340,705
95.27
Awarded
1,360,676
46.54
1,298,578
49.59
1,189,754
110.96
1,159,498
107.86
Forfeited
(115,973)
47.67
(113,473)
57.02
(152,069)
106.75
(144,531)
102.40
Cancelled
(94,111)
44.97
(71,160)
46.21
(70,514)
98.85
(61,993)
93.15
Vested
(909,986)
52.00
(889,496)
39.59
(767,686)
105.79
(712,686)
86.09
Unvested awards at 31 December(b)
3,050,734
48.43
2,810,128
50.36
2,780,478
105.64
2,580,993
103.11
Comprising:
Management Share Awards
1,337,860
52.10
1,321,207
54.05
1,228,291
115.71
1,211,757
113.03
Bonus Deferral Awards
74,844
50.75
102,388
55.64
39,652
117.82
56,597
113.90
Global Employee Share Plan
1,593,851
45.11
1,350,559
46.22
1,512,535
97.14
1,312,639
93.50
UK Share Plan
44,179
53.25
35,974
54.68
Unvested awards at 31 December(b)
3,050,734
48.43
2,810,128
50.36
2,780,478
105.64
2,580,993
103.11
(a)Awards of Rio Tinto American Depositary Receipts (ADRs) under the Global Employee Share Plan are included within the totals for Rio Tinto plc awards for the purpose of these tables.
(b)These numbers are presented and calculated in accordance with IFRS 2 and represent awards for which an IFRS 2 charge continues to be accrued for.
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Financial statements  |  Notes to the consolidated financial statements
27 Share-based payments continued
Rio Tinto plc awards(a)
Rio Tinto Limited awards
2024
number
Weighted
average
share price at
vesting
2024
£
2023
number
Weighted
average share
price at
vesting
2023
£
2024
number
Weighted
average
share price at
vesting
2024
A$
2023
number
Weighted
average share
price at
vesting
2023
A$
Vested awards settled in shares during the year
(including dividend shares applied on vesting):
Management Share Awards
569,907
51.97
537,748
57.86
458,429
123.92
476,813
121.87
Bonus Deferral Awards
90,422
50.18
87,475
55.43
44,477
119.53
23,569
123.91
Global Employee Share Plan
431,973
51.59
493,187
55.05
401,915
120.73
374,232
118.12
UK Share Plan
7,403
51.56
6,791
53.28
Vested awards settled in cash during the year
(including dividend shares applied on vesting):
Bonus Deferral Awards
(a)Awards of Rio Tinto American Depositary Receipts (ADRs) under the Global Employee Share Plan are included within the totals for Rio Tinto plc awards for the purpose of these tables.
In addition to the equity-settled awards shown above, there were 88,637 Rio Tinto plc and 5,232 Rio Tinto Limited cash-settled awards
outstanding at 31 December 2024 (2023: 90,331 Rio Tinto plc and 7,913 Rio Tinto Limited cash-settled awards outstanding). The total liability for
these awards at 31 December 2024 was US$4 million (2023: US$5 million).
28 Post-retirement benefits
Description of plans
The Group operates a number of pension and post-retirement healthcare plans which provide lump sums, pensions, medical benefits and life
insurance to retirees. Some of these plans are defined contribution and some are defined benefit, with assets held in separate trusts,
foundations and similar entities.
Defined benefit pension and post-retirement healthcare plans expose the Group to a number of risks.
Uncertainty in benefit
payments
The value of the Group’s liabilities for post-retirement benefits will ultimately depend on the amount of benefits paid out.
This in turn will depend on the level of future pay increases, the level of inflation (for those benefits that are subject to some
form of inflation protection) and how long individuals live.
Volatility in asset values
The Group is exposed to future movements in the values of assets held in pension plans to meet future benefit payments.
Uncertainty in cash funding
Movements in the values of the obligations or assets may result in the Group being required to provide higher levels of cash
funding, although changes in the level of cash required can often be spread over a number of years. In some countries control
over the rate of cash funding or over the investment policy for pension assets might rest to some extent with a trustee body or
other body that is not under the Group’s direct control. In addition the Group is also exposed to adverse changes in pension
regulation.
For these reasons, the Group has a policy of moving away from defined benefit pension provisions and towards defined contribution
arrangements. The defined benefit pension plans for non-unionised employees are closed to new entrants in all countries. For unionised
employees, some plans remain open.
The Group does not usually participate in multi-employer plans in which the risks are shared with other companies using those plans. The
Group’s participation in such plans is immaterial and therefore no detailed disclosures are provided in this note.
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Financial statements  |  Notes to the consolidated financial statements
28 Post-retirement benefits continued
Pension plans
The majority of the Group’s defined benefit pension obligations are in Canada, the UK, the US and Switzerland. In Australia the main
arrangements are principally defined contribution in nature, but there are sections providing defined benefits linked to final pay. The features of
the Group’s defined benefit pension obligations are summarised as follows.
Calculation of benefit
Regulatory requirements
Governing body
Canada
Linked to final average pay for non-unionised
employees. For unionised employees linked to
final average pay or to a flat monetary amount
per year of service.
Regulatory requirements in the
relevant provinces and territories
(predominantly Quebec).
Pension committee, a number of members are appointed by
the sponsor and a number appointed by plan participants. In
some cases, independent committee members are also
appointed.
UK
Linked to final pay, subject to an earnings cap.
Regulatory requirements that
apply to UK pension plans.
Trustee board, a number of directors appointed by the
sponsor and a number appointed by plan participants and
an independent trustee director.
US
Linked to final average pay for non-unionised
employees and to a flat monetary amount per
year of service for unionised employees.
US regulations.
Benefit Governance Committee. Members are appointed by
the sponsor.
Switzerland
Linked to final average pay.
Swiss regulations.
Trustee board. Members are appointed by the plan sponsor,
by employees and by retirees.
Australia
Linked to final pay and typically paid in lump
sum form.
Local regulations in Australia.
An independent financial institution. One-third of the board
positions are nominated by employers. Remaining positions
are filled by independent directors and directors nominated
by participants.
The Group also operates a number of unfunded defined benefit plans, which are included in the reported defined benefit obligations.
Post-retirement healthcare plans
Certain subsidiaries of the Group, mainly in the US and Canada, provide healthcare and life insurance benefits to retired employees and in
some cases to their beneficiaries and covered dependants. Eligibility for coverage is dependent upon certain age and service criteria. These
arrangements are unfunded, and are included in the reported defined benefit obligations.
Recognition and measurement
For post-employment defined benefit schemes, in accordance with IAS 19 “Employee Benefits”, local actuaries calculate the fair value of the
plan assets and the present value of the plan obligations using a variety of valuation techniques dependent on the type of asset or liability. The
difference is recognised as an asset or liability in the balance sheet.
Where appropriate, the recognition of assets may be restricted to the present value of any amounts the Group expects to recover by way of
refunds from the plan or reductions in future contributions. In determining the extent to which a refund will be available the Group considers
whether any third party, such as a trustee or pension committee, has the power to enhance benefits or to wind up a pension plan without the
Group’s consent.
The current service cost, any past service cost and the effect of any curtailment or settlements and the interest cost less interest income on
assets held in the plans are recognised in the income statement. Actuarial gains/(losses) and returns from assets are recognised in other
comprehensive income.
The Group’s contributions to defined contribution plans are charged to the income statement in the period to which the contributions relate.
All amounts charged to the income statement in respect of these plans are included within “Net operating costs” or in “Share of profit after tax of
equity accounted units”, as appropriate.
Plan assets
The assets of the pension plans are invested predominantly in a diversified range of bonds, equities, property and qualifying insurance policies.
Consequently, the funding level of the pension plans is affected by movements in interest rates and also in the level of equity markets. The
Group monitors its exposure to changes in interest rates and equity markets and also measures its balance sheet pension risk using a value at
risk approach. These measures are considered when deciding whether significant changes in investment strategy are required.
Investment strategy reviews are conducted on a periodic basis to determine the optimal investment mix. This is performed while bearing in mind
the risk tolerance of the Group and local sponsor companies, and the views of the Pension Committees and trustee boards who are legally
responsible for the plans’ investments. The assets of the pension plans may also be invested in qualifying insurance policies which provide a
stream of payments to match the benefits being paid out by the plans. This would therefore remove the investment, inflation and longevity risks.
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Financial statements  |  Notes to the consolidated financial statements
28 Post-retirement benefits continued
In Canada, the UK and Switzerland, the Group works with the governing bodies to ensure that the investment policy adopted is consistent with
the Group’s tolerance for risk. In the US, the Group has direct control over the investment policy, subject to local investment regulations. The
proportions of the total fair value of assets in the pension plans for each asset class at 31 December were as follows.
2024
2023
Equities
17.6%
16.6%
Quoted(a)
11.1%
11.1%
Private(b)
6.5%
5.5%
Bonds(c)
47.7%
47.4%
Government fixed income
21.0%
21.6%
Government inflation-linked
1.6%
1.6%
Corporate and other publicly quoted
17.5%
16.5%
Private
7.6%
7.7%
Property(d)
6.9%
8.7%
Quoted property funds
2.2%
2.5%
Unquoted property funds
4.7%
6.2%
Qualifying insurance policies(e)
24.3%
24.9%
Cash and other(f)(g)
3.5%
2.4%
Total
100.0%
100.0%
(a)The holdings of quoted equities are invested in either pooled funds or segregated accounts held in the name of the relevant pension funds. These equity portfolios are well diversified in
terms of the geographic distribution and market sectors.
(b)Investments in private equity, private debt and property are less liquid than the other investment classes listed above and therefore the Group’s investment in those asset classes is restricted
to a level that does not endanger the liquidity of the pension plans.
(c)The holdings of government bonds are generally invested in the debt of the country in which a pension plan is situated. Corporate and other quoted bonds are usually of investment grade.
Private debt is mainly held in the North American and UK pension funds and is invested in North American and European companies.
(d)The property funds held by pension plans are invested in a diversified range of properties.
(e)Qualifying insurance policies are held with insurance companies that are regulated by the relevant local authorities. The value of those policies is calculated by the local actuaries using
assumptions consistent with those adopted for valuing the insured obligations.
(f)The holdings of cash and other are predominantly cash and short-term money market instruments.
(g)The Group makes limited use of futures, repurchase agreements and other instruments to manage the interest rate risk in some of its plans. Fund managers may also use derivatives to
hedge currency movements within their portfolios and, in the case of bond managers, to take positions that could be taken using direct holdings of bonds but more efficiently. Exposure to
these instruments is closely monitored and maintained at a level that does not endanger the liquidity of any pension plan.
The assets of the plans are managed on a day-to-day basis by external specialist fund managers. These managers may invest in the Group’s
securities subject to limits imposed by the relevant fiduciary committees and local legislation. The approximate total holding of Group securities
within the plans is US$1 million (2023: US$2 million).
Maturity of defined benefit obligations
An approximate analysis of the maturity of the obligations is given in the table below.
Pension
benefits
Other
benefits
2024
Total
2023
Total
2022
Total
Proportion relating to current employees
19%
15%
18%
17%
18%
Proportion relating to former employees not yet retired
9%
—%
9%
9%
9%
Proportion relating to retirees
72%
85%
73%
74%
73%
Total
100%
100%
100%
100%
100%
Average duration of obligations (years)
11.5
11.5
11.5
10.8
11.4
Most of the Group’s defined benefit pension plans are closed to new entrants, therefore the carrying value of the Group’s post-employment
obligations is less sensitive to assumptions about future salary increases than to other assumptions such as future inflation.
Geographical distribution of defined benefit obligations
An approximate analysis of the geographic distribution of the obligations is given in the table below:
Pension
benefits
Other
benefits
2024
Total
2023
Total
2022
Total
Canada
58%
50%
58%
57%
58%
UK
26%
2%
24%
25%
24%
US
8%
45%
10%
10%
10%
Switzerland
6%
—%
6%
6%
6%
Other
2%
3%
2%
2%
2%
Total
100%
100%
100%
100%
100%
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Financial statements  |  Notes to the consolidated financial statements
28 Post-retirement benefits continued
Total expense recognised in the income statement
Pension
benefits
US$m
Other
benefits
US$m
2024
Total
US$m
2023
Total
US$m
2022
Total
US$m
Current employer service cost for defined benefit plans
(80)
(3)
(83)
(79)
(143)
Past service (cost)/credit
(9)
(3)
(12)
87
Net interest on net defined benefit liability
(2)
(30)
(32)
(21)
(36)
Non-investment expenses paid from the plans
(20)
(20)
(20)
(13)
Total defined benefit expense
(111)
(36)
(147)
(33)
(192)
Current employer service cost for defined contribution and industry-wide plans
(455)
(3)
(458)
(416)
(367)
Total expense recognised in the income statement
(566)
(39)
(605)
(449)
(559)
These expense amounts are included as an employee cost within net operating costs.
Total amount recognised in other comprehensive income before tax
2024
US$m
2023
US$m
2022
US$m
Actuarial gains/(losses)
201
(407)
3,410
Impact of buy-in(a)
(216)
Return on assets, net of interest on assets
(130)
222
(2,831)
Gains/(losses) on application of asset ceiling
12
(60)
(1)
Remeasurement gains/(loss) on pension and post-retirement healthcare plans
83
(461)
578
(a)In 2023, the trustee of the Rio Tinto 2009 Pension Fund (RT09), a UK based scheme, purchased a bulk annuity contract - buy-in contract - which covers all scheme members. The bulk
annuity contract is a Fund asset which provides an income to the RT09 that matches the pension paid out by the Fund. No formal decision to progress to buy-out and winding up of the RT09
can be made until such time as the Company and trustee agree on a number of key areas, including use of any residual surplus. As such, the trustee retains the legal responsibility to make
benefit payments and the loss arising on this transaction was charged to other comprehensive income.
Amounts recognised in the balance sheet
The following amounts were measured in accordance with IAS 19 at 31 December.
2024
2023
Pension
benefits
US$m
Other
benefits
US$m
Total
US$m
Total
US$m
Total fair value of plan assets
10,155
10,155
11,138
Present value of obligations – funded
(9,840)
(9,840)
(10,799)
Present value of obligations – unfunded
(347)
(576)
(923)
(996)
Present value of obligations – total
(10,187)
(576)
(10,763)
(11,795)
Effect of asset ceiling
(50)
(50)
(66)
Net deficit to be shown in the balance sheet
(82)
(576)
(658)
(723)
Comprising:
Deficits
(487)
(576)
(1,063)
(1,189)
Surpluses
405
405
466
Net deficits on pension plans
(82)
(82)
(95)
Unfunded post-retirement healthcare obligation
(576)
(576)
(628)
The surplus amounts shown above are included in the balance sheet as “Receivables and other assets”. See note 17.
Deficits are shown in the balance sheet within “Provisions (including post-retirement benefits)”. See note 26.
Funding policy and contributions to plans
The Group reviews the funding position of its pension plans on a regular basis and considers whether to provide funding above the minimum
level required in each country. In Canada and the US, the minimum level is prescribed by legislation. In the UK and Switzerland, the minimum
level is negotiated with the local trustee in accordance with the funding guidance issued by the local regulators. In deciding whether to provide
funding above the minimum level, we consider other possible uses of cash elsewhere, the local sponsoring entity’s tax situation and any
strategic advantage we might obtain. The Group does not generally pre-fund post-retirement healthcare arrangements.
2024
2023
2022
Pension
benefits
US$m
Other
benefits
US$m
Total
US$m
Total
US$m
Total
US$m
Contributions to defined benefit plans
71
36
107
237
211
Contributions to defined contribution plans
448
3
451
410
363
Total
519
39
558
647
574
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Financial statements  |  Notes to the consolidated financial statements
28 Post-retirement benefits continued
The level of surplus in the Rio Tinto Pension Fund in the UK is such that it may be used to pay for the employer contributions to the defined
contribution section of that Fund, in accordance with the funding arrangements agreed with the trustee of that Fund. Consequently, the cash
paid to defined contribution plans is lower than the defined contribution service cost by US$7 million. Contributions to defined benefit pension
plans are kept under regular review and actual contributions will be determined in line with the Group’s wider financing strategy, taking into
account relevant minimum funding requirements.
As contributions to many plans are reviewed on at least an annual basis, the contributions for 2025 and subsequent years cannot be determined precisely
in advance. Most of the Group’s largest pension funds are fully funded on their local funding basis and at present do not require long-term funding
commitments. Contributions to defined benefit pension plans for 2025 are estimated to be around US$120 million but may be higher or lower than this
depending on the evolution of financial markets and voluntary funding decisions taken by the Group. Contributions for subsequent years are expected to
be at similar levels. Healthcare plans are generally unfunded and contributions for future years will be equal to benefit payments net of participant
contributions. The Group’s contributions for healthcare plans in 2025 are expected to be similar to the amounts paid in 2024.
Movements in the net defined benefit liability
A summary of the movement in the net defined benefit liability is shown in the first table below. The subsequent tables provide a more detailed
analysis of the movements in the present value of the obligations and the fair value of assets.
2024
2023
Pension
benefits
US$m
Other
benefits
US$m
Total
US$m
Total
US$m
Change in the net defined benefit liability
Net defined benefit liability at the start of the year
(95)
(628)
(723)
(470)
Amounts recognised in income statement
(111)
(36)
(147)
(33)
Amounts recognised in other comprehensive income
58
25
83
(461)
Employer contributions
71
36
107
237
Assets transferred to defined contribution section
(7)
(7)
(6)
Currency exchange rate gains
2
27
29
10
Net defined benefit liability at the end of the year
(82)
(576)
(658)
(723)
2024
2023
Pension
benefits
US$m
Other
benefits
US$m
Total
US$m
Total
US$m
Change in present value of obligation
Present value of obligation at the start of the year
(11,167)
(628)
(11,795)
(11,177)
Current employer service costs
(80)
(3)
(83)
(79)
Past service (cost)/credit
(9)
(3)
(12)
87
Settlements
4
Interest on obligation
(467)
(30)
(497)
(533)
Contributions by plan participants
(18)
(18)
(19)
Benefits paid
716
36
752
748
Experience (losses)/gains
(9)
11
2
(40)
Changes in financial assumptions gains/(losses)
242
14
256
(418)
Changes in demographic assumptions (losses)/gains
(57)
(57)
51
Currency exchange rate gains/(losses)
662
27
689
(419)
Present value of obligation at the end of the year
(10,187)
(576)
(10,763)
(11,795)
2024
2023
Pension
benefits
US$m
Other
benefits
US$m
Total
US$m
Total
US$m
Change in plan assets
Fair value of plan assets at the start of the year
11,138
11,138
10,708
Settlements
(4)
Interest on assets
465
465
512
Contributions by plan participants
18
18
19
Contributions by employer
71
36
107
237
Benefits paid
(716)
(36)
(752)
(748)
Non-investment expenses
(20)
(20)
(20)
Return on plan assets, net of interest on assets
(130)
(130)
222
Impact of buy-in
(216)
Assets transferred to defined contribution section
(7)
(7)
(6)
Currency exchange rate (losses)/gains
(664)
(664)
434
Fair value of plan assets at the end of the year
10,155
10,155
11,138
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Financial statements  |  Notes to the consolidated financial statements
28 Post-retirement benefits continued
The impact of higher interest rates on bonds and qualifying insurance policies explains most of the return on plan assets, net of interest on
assets in 2024.
The resulting effect of applying an asset ceiling is a gain of US$12 million and a gain of US$4 million for the change in currency exchange rate
during the year. In determining the extent to which the asset ceiling has an effect, the Group considers the funding legislation in each country
and the rules specific to each pension plan. The calculation takes into account any minimum funding requirements that may be applicable to the
plan, whether any reduction in future Group contributions is available, and whether a refund of surplus may be available. In considering whether
any refund of surplus is available, the Group considers the powers of trustee boards and similar bodies to augment benefits or wind up a plan.
Where such powers are unilateral, the Group does not consider a refund to be available at the end of the life of a plan. Where the plan rules and
legislation both permit the employer to take a refund of surplus, the asset ceiling may have no effect, although it may be the case that a refund
will only be available many years in the future.
Main assumptions (rates per annum)
Key estimate - Estimation of obligations for post-employment costs
The value of the Group’s obligations for post-employment benefits is dependent on the amount of benefits that are expected to be paid out,
discounted to the balance sheet date. The most significant assumptions used in accounting for pension plans are:
The discount rate - used to determine the net present value of the obligations, the interest cost on the obligations and the interest income
on plan assets. We use the yield from high-quality corporate bonds with maturities and terms that match those of the post-employment
obligations as closely as possible. Where there is no developed corporate bond market in a currency, the rate on government bonds is
used.
The long-term inflation rate - used to project increases in future benefit payments for those plans that have benefits linked to inflation. The
assumption regarding future inflation is based on market yields on inflation linked instruments, where possible, combined with consensus
views.
The mortality rates - used to project the period over which benefits will be paid, which is then discounted to arrive at the net present value
of the obligations. The Group reviews the actual mortality rates of retirees in its major pension plans on a regular basis and uses these
rates to set its current mortality assumptions. It also uses its judgement with respect to allowances for future improvements in longevity
having regard to standard improvement scales in each relevant country and after taking external actuarial advice.
The weighted-average assumptions used for the valuation at year-end are summarised below:
At 31 December 2024
At 31 December 2023
Discount rate
Long-term
inflation(a)
Rate of
increase in
pensions
Discount rate
Long-term
inflation(a)
Rate of increase
in pensions
Canada
4.6%
2.0%
0.2%
4.6%
1.9%
0.2%
UK
5.4%
3.1%
2.7%
4.5%
3.1%
2.6%
US
5.5%
2.3%
—%
4.8%
2.2%
–%
Switzerland
0.9%
1.0%
2.2%
1.5%
1.2%
2.3%
(a)The long-term inflation assumption shown for the UK is for the Retail Price Index. The assumption for the Consumer Price Index at 31 December 2024 was 2.7% (2023: 2.5%).
The main financial assumptions used for the healthcare plans, which are predominantly in the US and Canada, were: discount rate: 5.3% (2023:
5.0%); medical trend rate: 9.7% reducing to 4.7% by the year 2034, broadly on a straight line basis (2023: 8.3%, reducing to 4.7% by the year
2032); claims costs based on individual company experience.
For both the pension and healthcare arrangements, the post-retirement mortality assumptions allow for future improvements in longevity. The
mortality tables used imply that a man aged 60 at the balance sheet date has a weighted average expected future lifetime of 27 years (2023: 27
years) and that a man aged 60 in 2044 would have a weighted average expected future lifetime of 28 years (2023: 28 years). The mortality
tables are generally based upon the latest standard tables published in each country, adjusted appropriately to reflect the actual mortality
experience of the plan participants where credible data is available. Adjustments have been made to some of our plans within the demographic
assumptions for the impact of the COVID-19 pandemic.
Sensitivity analysis
The values reported for the defined benefit obligations are sensitive to the actuarial assumptions used for projecting future benefit payments and
discounting those payments. In order to estimate the sensitivity of the obligations to changes in assumptions, we calculate what the obligations
would be if we were to make changes to each of the key assumptions in isolation. The difference between this figure and the figure calculated
using our stated assumptions is an indication of the sensitivity to reasonably possible changes in each assumption. The results of this sensitivity
analysis are summarised in the table below. Note that this approach is valid for small changes in the assumptions but will be less accurate for
larger changes in the assumptions. The sensitivity to inflation includes the impact on pension increases, which are generally linked to inflation
where they are granted.
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Financial statements  |  Notes to the consolidated financial statements
28 Post-retirement benefits continued
2024
2023
Approximate
(increase)/
decrease in obligations
Approximate
(increase)/
decrease in obligations
Assumption
Change in assumption
Pensions
US$m
Other
US$m
Pensions
US$m
Other
US$m
Discount rate
Increase of 0.5 percentage points
419
31
460
31
Decrease of 0.5 percentage points
(487)
(33)
(514)
(33)
Long-term inflation
Increase of 0.5 percentage points
(167)
(9)
(183)
(9)
Decrease of 0.5 percentage points
160
8
176
8
Demographic – allowance for future
improvements in longevity
Participants assumed to have the mortality rates of
individuals who are one year older
221
8
244
7
Participants assumed to have the mortality rates of
individuals who are one year younger
(232)
(8)
(244)
(7)
29 Directors’ and key management personnel remuneration
Directors
Aggregate remuneration, calculated in accordance with the UK Companies Act 2006, of the Directors of the parent companies was as follows.
2024
US$'000
2023
US$'000
2022
US$'000
Emoluments
8,369
7,461
6,726
Long-term incentive plans
8,746
8,746
4,691
17,115
16,207
11,417
Pension contributions to defined contribution plans by Rio Tinto plc
26
20
10
Pension contributions to defined contribution plans by Rio Tinto Limited
Aggregate remuneration, including pension contributions
17,141
16,227
11,427
Incurred by:
Rio Tinto plc
16,185
15,184
10,692
Rio Tinto Limited
956
1,043
735
17,141
16,227
11,427
(a)Emoluments have been translated from local currency at the average exchange rate for the year with the exception of bonus payments, which have been translated at the year-end rate.
Key management personnel
The Group defines key management personnel as the Directors and certain members of the Executive Committee.
The Executive Committee includes the Executive Directors, product group Chief Executive Officers and Group executives.
During 2024, no Directors (2023: nil; 2022: nil) accrued retirement benefits under defined benefit arrangements, and 2 Directors (2023: 2; 2022:
2) accrued retirement benefits under defined contribution arrangements.
Aggregate compensation, representing the expense recognised under IFRS as defined in the “Basis of preparation” section, of the Group’s key
management, including Directors, was as follows.
2024
US$'000
2023
US$'000
2022
US$'000
Short-term employee benefits and costs
19,928
16,159
14,258
Post-employment benefits
186
155
174
Employment termination benefits
155
Share-based payments
14,724
10,305
10,846
Total(a)
34,838
26,774
25,278
(a)The figures shown above include employment costs which cover social security and accident premiums in Canada, the UK and payroll taxes in Australia paid by the employer as a direct
additional cost of hire. In total, they amount to US$2,316,000 (2023: US$1,321,000; 2022: US$1,173,000).
Annual Report on Form 20-F 2024
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Financial statements  |  Notes to the consolidated financial statements
Our Group structure
The Group’s principal subsidiaries (note 30), joint operations (note 31), joint ventures and associates (note 32) are in most cases held by
intermediate holding companies and not directly by Rio Tinto plc or Rio Tinto Limited. This section of the notes only includes those companies
that have a more significant impact on the profit or operating assets of the Group. 
30 Principal subsidiaries
The Group’s principal subsidiaries at 31 December 2024 are summarised in the table below.
Company and country of incorporation/operation
Principal activities
Group interest
(voting %)
Australia
Dampier Salt Limited
Salt and gypsum production
68.36
Energy Resources of Australia Ltd(a)
Uranium processing (until January 2021)
98.43
Hamersley Iron Pty Limited
Iron ore mining
100
North Mining Limited(b)
Iron ore mining
100
Rio Tinto Aluminium (Holdings) Limited
Bauxite mining, alumina production, primary aluminium smelting
100
Robe River Mining Co Pty Ltd(b)
Iron ore mining
73.61
Argentina
Rincon Mining Pty Limited(c)
Exploration and development of lithium asset
100
Brazil
Rio Tinto do Brasil Ltda.(d)
Alumina production and bauxite mining
100
Canada
Diavik Diamond Mines (2012) Inc.
Diamond mining and processing
100
Iron Ore Company of Canada(e)
Iron ore mining; iron ore pellets production
58.72
Rio Tinto Alcan Inc.
Bauxite mining; alumina refining; aluminium smelting
100
Rio Tinto Fer et Titane Inc.
Titanium dioxide feedstock; high purity iron and steel production
100
Jersey/Guinea
SimFer Jersey Limited(f)
Iron ore project
53
Madagascar
QIT Madagascar Minerals SA(g)
Ilmenite mining
80
Mongolia
Oyu Tolgoi LLC
Copper and gold mining
66
New Zealand
New Zealand Aluminium Smelters Limited(h)
Aluminium smelting
100
Singapore
Rio Tinto Singapore Holdings Pte Ltd
Commercial activities
100
South Africa
Richards Bay Titanium (Proprietary) Limited
Titanium dioxide, high purity iron production
74
Richards Bay Mining (Proprietary) Limited
Ilmenite, rutile and zircon mining
74
United States
Kennecott Holdings Corporation (including Kennecott
Utah Copper and Kennecott Exploration)
Copper mining, smelting and refining and exploration activities
100
Nuton LLC
Investments and collaborations related to proprietary nature-based copper leach technologies
100
U.S. Borax Inc.
Mining, refining and marketing of borates
100
Resolution Copper Mining LLC
Exploration and development of copper
55
(a)In November 2024, our interest in Energy Resources of Australia (ERA) increased from 86.3% to 98.43% as a result of new shares issued to Rio Tinto under ERA’s entitlement offer to raise
funds for the rehabilitation of the Ranger Project Area.
(b)Robe River Mining Co Pty Ltd (which is 60% owned by the Group) holds a 30% economic interest in Robe River Iron Associates (Robe River). North Mining Ltd (which is wholly owned by
the Group) holds a 35% economic interest in Robe River. Through these companies the Group recognises a 65% share of the assets, liabilities, revenues and expenses of Robe River, with
a 12% non-controlling interest. The Group therefore has a 53% economic interest in Robe River.
(c)Rincon Mining Pty Limited is incorporated in Australia but operates in Argentina.
(d)Rio Tinto do Brasil Ltda holds the Group’s 10% interest in Consórcio de Alumínio do Maranhão, a joint operation in which the Group participates but is not a joint operator. The Group
recognises its share of assets, liabilities, revenues and expenses relating to this arrangement.
(e)Iron Ore Company of Canada is incorporated in the US, but operates in Canada.
(f)Rio Tinto SimFer UK Limited (which is wholly owned by the Group) holds a 53% interest in SimFer Jersey Limited (SimFer Jersey), a company incorporated in Jersey. SimFer Jersey, in turn,
has an 85% interest in SimFer S.A., the company that will carry out the Simandou mining operations in Guinea and an 85% interest in the company which will deliver Simfer Jersey’s scope
of the co-developed rail and port infrastructure. SimFer Jersey at present has a 100% interest in the companies that will own and operate the transhipment vessels, however this is
anticipated to reduce to 85% with the Government of Guinea taking a 15% interest before operations commence. These entities, together with the equity accounted WCS Rail and Port
entities described in note 32, are referred to as the Simandou iron ore project.
(g)The Group’s shareholding in QIT Madagascar Minerals SA (QMM) carries an 80% economic interest and 80% of the total voting rights; a further 5% economic interest is held through non-
voting investment certificates to give an economic interest of 85%. In the prior year, a Memorandum of Understanding (MoU) was signed with the Malagasy Government in relation to their
fiscal regime for QMM which expired at the end of May 2023. The MoU gave effect to the application of a new fiscal regime for the next 25 years, with terms effective as of 1 July 2023.
Terms of the MoU included the granting of a 15% free-carry equity stake to the Malagasy Government that can no longer be diluted, while maintaining their current 20% of the voting rights.
As a result, the Malagasy Government's non-controlling interest was recognised for the first time in 2023, and QMM's net earnings has been presented net of amounts attributable to non-
controlling interests from 1 July 2023. The initial recognition of non-controlling interests, and any subsequent recognition arising from future contributions, gave rise to a charge within equity
as the transaction was between Rio Tinto and the Malagasy Government acting in their capacity as shareholders and there were no changes to the net assets of QMM. As at 31 December
2024, the value of QMM’s non-controlling interest is US$4 million (2023: US$16 million).
(h)On 1 November 2024, our interest in NZAS ceased to be a joint operation and became a wholly owned subsidiary following the acquisition of Sumitomo Chemical Company’s 20.64%
interest in the entity.
Annual Report on Form 20-F 2024
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Financial statements  |  Notes to the consolidated financial statements
30 Principal subsidiaries continued
Summary financial information for subsidiaries that have non-controlling interests that are material to the Group
This summarised financial information is shown on a 100% basis. It represents the amounts shown in the subsidiaries’ financial statements prepared in
accordance with IFRS in line with the Group’s accounting policies, including fair value adjustments, and before intercompany eliminations.
Income statement summary
for the year ended 31 December
Iron Ore
Company
of Canada
2024
US$m
Iron Ore
Company
of Canada
2023
US$m
Simfer
Jersey
2024
US$m
Simfer
Jersey
2023
US$m
Oyu Tolgoi
LLC(a)
2024
US$m
Oyu Tolgoi
LLC(a)
2023
US$m
Robe River
Mining Co
Pty
2024
US$m
Robe River
Mining Co
Pty
2023
US$m
Revenue
2,255
2,314
2,184
1,625
1,746
1,753
Profit/(loss) after tax
321
445
(25)
(199)
(1,077)
(1,024)
782
848
attributable to non-controlling interests
133
184
(18)
(114)
(436)
(352)
313
339
attributable to Rio Tinto
188
261
(7)
(85)
(641)
(672)
469
509
Other comprehensive (loss)/income
(205)
60
(279)
40
Total comprehensive income/(loss)
116
505
(25)
(199)
(1,077)
(1,024)
503
888
Balance sheet summary
as at 31 December
2024
US$m
2023
US$m
2024
US$m
2023
US$m
2024
US$m
2023
US$m
2024
US$m
2023
US$m
Non-current assets
2,987
3,170
2,908
789
16,535
15,335
2,695
2,899
Current assets
711
866
545
83
581
511
743
808
Current liabilities
(541)
(519)
(402)
(67)
(672)
(4,920)
(124)
(157)
Non-current liabilities
(937)
(1,005)
(45)
(1,016)
(18,860)
(12,544)
(422)
(443)
Net assets/(liabilities)
2,220
2,512
3,006
(211)
(2,416)
(1,618)
2,892
3,107
attributable to non-controlling interests
934
1,052
1,335
(130)
(994)
(558)
1,153
1,241
attributable to Rio Tinto
1,286
1,460
1,671
(81)
(1,422)
(1,060)
1,739
1,866
Cash flow statement summary
for the year ended 31 December
2024
US$m
2023
US$m
2024
US$m
2023
US$m
2024
US$m
2023
US$m
2024
US$m
2023
US$m
Cash flow from operations
735
801
(850)
262
1,039
345
1,274
1,480
Dividends paid to non-controlling interests
(165)
(103)
(282)
(345)
(a)Under the terms of the project finance facility held by Oyu Tolgoi LLC, there are certain restrictions on the ability of Oyu Tolgoi LLC to make shareholder distributions.
31 Principal joint operations
The Group’s principal joint operations at 31 December 2024 are summarised in the table below.
Company and country of incorporation/operation
Principal activities
Group interest (%)
Australia
Tomago Aluminium Joint Venture
Aluminium smelting
51.55
Gladstone Power Station Joint Venture
Power generation
42.13
Hope Downs Joint Venture
Iron ore mining
50
Western Range Joint Venture(a)
Iron ore mining
54
Queensland Alumina Limited(b)(c)
Alumina production
80
Pilbara Iron Arrangements
Infrastructure, corporate and mining services
See other relevant judgements call out box below
Canada
Aluminerie Alouette Inc.
Aluminium production
40
Pechiney Reynolds Quebec Inc(c)(d)
Aluminium smelting
50.2
(a)The Group owns a 54% interest in the Western Range Joint Venture (WRJV), an unincorporated arrangement in the Pilbara. The Group recognises its equity share of assets, revenue and
expenses relating to this arrangement. Liabilities are recognised at 54% with the exception of the close-down and restoration provision, which is recognised at 100% according to WRJV’s
contractual obligations, with a corresponding 46% receivable from China Baowu Group, for the co-owner’s share.
(b)Although the Group has an 80% interest in Queensland Alumina Limited, decisions about activities that significantly affect the returns that are generated require agreement of both parties to
the joint arrangement, giving rise to joint control.
(c)Queensland Alumina Limited and Pechiney Reynolds Quebec Inc. are joint arrangements that are primarily designed for the provision of output to the parties sharing joint control. This
indicates that the parties have rights to substantially all the economic benefits of the assets. The liabilities of the arrangements are in substance satisfied by cash flows received from the
parties. This dependence indicates that the parties in effect have obligations for the liabilities. It is these facts and circumstances that give rise to the classification of these entities as joint
operations.
(d)Pechiney Reynolds Quebec Inc., an entity incorporated in the United States, has a 50.1% interest in the Aluminerie de Bécancour, Inc. aluminium smelter, which is located in Canada. As Rio
Tinto owns 50.2% of Pechiney Reynolds Quebec Inc our effective ownership of the Bécancour smelter is 25.2%.
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Financial statements  |  Notes to the consolidated financial statements
31 Principal joint operations continued
Other relevant judgements - accounting for the Pilbara Iron Arrangements
A number of arrangements are in place amongst the Australian Iron Ore operations, managed by Rio Tinto, which allow their respective
assets to be operated as a single integrated network across the Pilbara region. In assessing the Pilbara Iron Arrangements, it has been
concluded that they collectively constitute a joint operation on the basis that decisions about relevant activities require unanimous consent.
The resulting efficiencies are shared between Rio Tinto and Robe River Iron Associates (Robe River), and the parties fund all of the cash
flow requirements of Pilbara Iron (Company) Services Pty Ltd and Pilbara Iron Pty Ltd.
Each of the partners in the joint operation is able to request the other to construct assets on their tenure to increase the capacity of the rail
and port infrastructure network. The requesting partner’s (Asset User’s) share of the capacity of the network will increase by the capacity of
the newly constructed asset, but generally that capacity may be provided from any of the network assets. The Asset User will pay an annual
charge, Committed Use Charge (CUC) over a contractually specified period irrespective of network usage. The constructing partner (Asset
Owner) has an ongoing obligation to make available capacity from those assets and to maintain the assets in good working order as required
under relevant State Agreements and associated tenure. The arrangements are managed through two wholly-owned subsidiaries: Pilbara
Iron (Company) Services Pty Ltd and Pilbara Iron Pty Ltd.
We have also considered whether the CUC arrangements give rise to a lease between the Asset Owner and the Asset User. We have
concluded that they do not, as there is no specified asset; rather the Asset User has a first priority right to the capacity in the CUC asset. This
treatment was grandfathered on adoption of IFRS 16 on 1 January 2019, following an assessment under the preceding standards IAS 17
“Leases” and IFRIC 4 “Determining whether an arrangement contains a lease”, with no change to the conclusion under IFRS 16 for
subsequent expenditure subject to the existing CUC arrangements. Management considers that these arrangements are unique and has
used judgement to apply the principles of IFRS to the accounting for the arrangements as described above. The obligation of the Asset
Owner to make capacity available is fulfilled over time and not at a point in time. The CUC arrangement is therefore an executory contract as
defined under IAS 37, whereby neither party has performed any of its obligations, or both parties have partially performed their obligations to
an equal extent, and so the CUC payments are expensed as incurred. An alternative interpretation of the fact pattern could have resulted in a
gross presentation in the Group’s balance sheet with an asset and a corresponding liability to reflect the present value of the CUC payments.
The Asset User is a wholly-owned subsidiary of Rio Tinto, whereas the Asset Owner is a joint operation. This impact would be some US$929
million (calculated on the basis of grossing up the tax written down value of the CUC assets). Other methods of calculating the gross-up
might give rise to different numbers.
32 Entities accounted under the equity method
Principal joint ventures
The Group’s principal joint ventures at 31 December 2024 are summarised in the table below.
Company and country of incorporation/operation
Principal activities
Group
interest
(%)
Canada
Matalco Canada Inc.
Aluminium recycling
50
Chile
Minera Escondida Ltda(a)
Copper mining and refining
30
Oman
Sohar Aluminium Co. L.L.C.(b)
Aluminium smelting, power generation
20
United States
Matalco USA, LLC
Aluminium recycling
50
(a)The year-end of Minera Escondida Ltda is 30 June. The amounts included in the consolidated financial statements of Rio Tinto are however, based on financial statements of Minera
Escondida Ltda that are coterminous with those of the Group.
(b)Although the Group holds a 20% interest in Sohar Aluminium Co. L.L.C, decisions about relevant activities that significantly affect the returns that are generated require agreement of all
parties to the arrangement. It is therefore determined that Rio Tinto has joint control.
Other relevant judgements - accounting for Minera Escondida Ltda
Judgement has been applied on the determination that Escondida is a joint venture. We have based this on the nature of significant
commercial decisions, including those in relation to capital expenditure, which require approval of both Rio Tinto and its partner BHP (holders
of a 57.5% interest). In contrast, our partner has assessed Rio Tinto’s rights as protective and concluded that it controls Escondida through
its rights to direct relevant activities. Adoption of the equivalent judgement by the Group would result in reclassification of Escondida from a
joint venture to an associate, with no other financial reporting consequence since accounting under the equity method would remain in place.
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Financial statements  |  Notes to the consolidated financial statements
32 Entities accounted under the equity method continued
Summary information for joint ventures that are material to the Group
This summarised financial information is shown on a 100% basis. It represents the amounts shown in the joint ventures’ financial statements
prepared in accordance with IFRS under Group accounting policies, including fair value adjustments and amounts due to and from Rio Tinto.
Minera
Escondida
Ltda(a)
2024
US$m
Minera
Escondida
Ltda(a)
2023
US$m
Revenue
11,413
9,187
Depreciation and amortisation
(1,417)
(1,183)
Other operating costs
(4,123)
(3,784)
Operating profit
5,873
4,220
Finance expense
(233)
(283)
Income tax(b)
(2,707)
(1,773)
Profit after tax
2,933
2,164
Other comprehensive income/(loss)
14
(13)
Total comprehensive income
2,947
2,151
Non-current assets
12,991
12,480
Current assets
3,230
2,751
Current liabilities
(2,351)
(1,607)
Non-current liabilities
(5,585)
(5,192)
Net assets
8,285
8,432
Assets and liabilities above include:
cash and cash equivalents
677
360
current financial liabilities
(170)
(677)
non-current financial liabilities
(3,333)
(2,770)
Dividends received from joint venture (Rio Tinto share)
1,035
578
Reconciliation of the above amounts to the investment recognised in the consolidated balance sheet
Group interest
Minera
Escondida
Ltda(a)
30%
Minera
Escondida
Ltda(a)
30%
Net assets (100%)
8,285
8,432
Group’s ownership interest
2,486
2,530
Carrying value of Group’s interest
2,486
2,530
(a)In addition to its “Investment in equity accounted units”, the Group recognises deferred tax liabilities of US$349 million (2023: US$354 million) relating to tax on unremitted earnings of equity
accounted units.
(b)In 2023, income tax includes a charge of US$252 million for the revaluation of deferred tax balances following the substantive enactment of the Chilean Royalty Bill which, effective from 1 January
2024, implemented a 1% royalty on revenues, a margin based tax with rates ranging between 8% and 26%, and a 46.5% cap to the overall Chilean tax burden of mining companies.
Principal associates
The Group’s principal associates at 31 December 2024 are summarised in the table below.
Company and country of incorporation/operation
Principal activities
Group
interest
(%)
Australia
Boyne Smelters Limited(a)
Aluminium smelting
73.5
Brazil
Mineração Rio do Norte S.A.
Bauxite mining
22
Singapore/Guinea
Winning Consortium Simandou Railway Pte. Ltd(b)
Rail and port infrastructure including trans-Guinean heavy haul rail system
18.02
Winning Consortium Simandou Ports Pte. Ltd(b)
18.02
United States
Halco (Mining) Inc.(c)
Bauxite mining
45
(a)The parties that collectively control Boyne Smelters Limited (BSL) do so through decisions that are determined on an aggregate voting interest that can be achieved by several combinations
of the parties. Although each combination requires Rio Tinto’s approval, this is not joint control as defined under IFRS 11 “Joint Arrangements”. Rio Tinto is therefore determined to have
significant influence over this company. During the period, we acquired an additional 14.11% interest (comprising 11.65% from Mitsubishi Corporation and 2.46% from Sumitomo Chemical
Company) in BSL, increasing our total interest to 73.5%. BSL remains accounted for as an investment in associate under the equity method.
(b)Rio Tinto SimFer UK Limited (which is wholly owned by the Group) holds a 53% interest in SimFer Jersey Limited (SimFer Jersey), a company incorporated in Jersey. During the year, SimFer
Jersey, through its wholly owned subsidiary, SimFer InfraCo Ltd., a company incorporated in the United Kingdom, acquired 34% interests in Winning Consortium Simandou Railway Pte. Ltd and
Winning Consortium Simandou Ports Pte. Ltd (together referred to as “WCS Rail and Port entities”). Refer to note 5 for further details. The WCS Rail and Port entities are incorporated in
Singapore, however their operations are in Guinea. As at 31 December 2024, the Group has an effective 18.02% indirect interest in the WCS Rail and Port entities. The Government of Guinea
holds a 15% interest in the WCS Rail and Port operations and therefore we have a 15.32% indirect interest in those operations.
(c)The Group holds a 45% interest in Halco (Mining) Inc., a non-managed associate. Halco (Mining) Inc., in turn, has a 51% indirect interest in Compagnie des Bauxites de Guinée, a bauxite
mine, the core assets of which are located in Guinea.
Annual Report on Form 20-F 2024
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Financial statements  |  Notes to the consolidated financial statements
32 Entities accounted under the equity method continued
Summary information for joint ventures and associates that are not individually material to the Group
2024
US$m
2023
US$m
Carrying value of Group's interest
2,351
1,878
(Loss)/profit after tax
(42)
26
Other comprehensive (loss)/income
(44)
15
Total comprehensive (loss)/income
(86)
41
33 Related-party transactions
Information about material related-party transactions of the Rio Tinto Group is set out below.
Subsidiary companies and joint operations
Details of investments in principal subsidiary companies are disclosed in note 30. Information relating to principal joint operations can be found in note
31.
Equity accounted units
Transactions and balances with equity accounted units are summarised below. Purchases, trade and other receivables, and trade and other
payables, relate largely to amounts charged by equity accounted units for toll processing of alumina and purchasing of bauxite and aluminium.
Sales relate largely to sales of alumina to equity accounted units for smelting into aluminium.
2024
US$m
2023
US$m
2022
US$m
Income statement items
Purchases from equity accounted units
(874)
(1,163)
(1,429)
Sales to equity accounted units
684
349
563
Cash flow statement items
Dividends from equity accounted units
1,067
610
879
Net funding of equity accounted units
(784)
(144)
(75)
Balance sheet items
Investments in equity accounted units(a)
4,837
4,407
3,298
Loans to equity accounted units(b)
534
Loans related to equity accounted units(c)
100
Trade and other receivables: amounts due from equity accounted units(d)
221
189
297
Trade and other payables: amounts due to equity accounted units
(209)
(206)
(294)
(a)Investments in equity accounted units include quasi-equity loans. Further information about investments in equity accounted units is set out in note 32.
(b)Relates to amounts advanced as part of acquisition of WCS Rail and Port entities (refer to note 5 for details), as well as subsequent funding of the EAUs.
(c)Relates to initial funding for Simandou infrastructure, classified as “Other investments, including loans” pending finalisation of the project shareholder agreements. This loan was repaid
during 2024.
(d)This includes prepayments of tolling charges.
Pension funds
Information relating to pension fund arrangements is set out in note 28.
Directors and key management
Details of Directors’ and key management’s remuneration are set out in note 29.
Annual Report on Form 20-F 2024
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Financial statements  |  Notes to the consolidated financial statements
Our equity
34 Share capital
Recognition and measurement
Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of new shares are shown in equity as a
deduction, net of tax, from the proceeds.
Where any Group company purchases the Group’s equity share capital (treasury shares), the consideration paid, including any directly
attributable incremental costs (net of income taxes) is deducted from equity attributable to owners of Rio Tinto. Where such shares are
subsequently reissued, any consideration received, net of any directly attributable incremental costs and the related income tax effects, is
included in equity attributable to owners of Rio Tinto. If purchased Rio Tinto plc shares are cancelled, an amount equal to the nominal value of
the cancelled share is credited to the capital redemption reserve.
Rio Tinto plc
2024
Number
(million)
2023
Number
(million)
2022
Number
(million)
2024
US$m
2023
US$m
2022
US$m
Issued and fully paid up share capital of 10p each
At 1 January
1,255.892
1,255.845
1,255.795
207
207
207
Ordinary shares issued under the Global Employee Share
plan (GESP)
0.053
0.047
0.050
Shares purchased and cancelled(a)
At 31 December
1,255.945
1,255.892
1,255.845
207
207
207
Shares held by public
At 1 January
1,251.321
1,249.655
1,248.141
Shares reissued from treasury under the GESP(b)
1.548
1.619
1.464
Ordinary shares issued under the GESP(b)
0.053
0.047
0.050
Shares purchased and cancelled(a)
At 31 December
1,252.922
1,251.321
1,249.655
Shares held in treasury
3.023
4.571
6.190
Shares held by public
1,252.922
1,251.321
1,249.655
Total share capital
1,255.945
1,255.892
1,255.845
Other share classes
Special Voting Share of 10p each(c)
1 only
1 only
1 only
DLC Dividend Share of 10p each(c)
1 only
1 only
1 only
(a)The authority for the company to buy back its ordinary shares was renewed at the 2021 annual general meeting. No shares were bought back and cancelled in 2024, 2023 or 2022 under the
on-market buy-back programme.
(b)New shares issued and reissued from Treasury during the year resulting from the vesting of awards and the exercise of options under Rio Tinto plc employee share-based payment plans
had exercise prices and market values between £45.09 and £58.99 per share.
(c)The Special Voting Share was issued to facilitate the joint voting by shareholders of Rio Tinto plc and Rio Tinto Limited on Joint Decisions, following the DLC Merger. The DLC Dividend
Share was issued to a subsidiary of Rio Tinto Limited to facilitate the efficient management of funds within the DLC structure. In addition, an Equalisation Share is authorised but not issued
and is governed by the terms of the DLC Merger Sharing Agreement.
During 2024, US$13 million of shares and ADRs (2023: US$17 million; 2022: US$16 million) were purchased by employee share ownership
trusts on behalf of Rio Tinto plc to satisfy employee share awards on vesting. At 31 December 2024, 229,749 shares (2023: 253,371; 2022:
232,621) and 48,990 ADRs (2023: 45,694; 2022: 49,777) shares were held in the employee share ownership trusts on behalf of Rio Tinto plc.
Rio Tinto Limited
2024
Number
(million)
2023
Number
(million)
2022
Number
(million)
2024
US$m
2023
US$m
2022
US$m
Issued and fully paid up share capital
At 1 January
371.21
371.21
371.21
3,377
3,330
3,570
Adjustment on currency translation
(317)
47
(240)
At 31 December
371.21
371.21
371.21
3,060
3,377
3,330
– Special Voting Share(a)
1 only
1 only
1 only
– DLC Dividend Share(a)
1 only
1 only
1 only
Total share capital
371.21
371.21
371.21
(a)The Special Voting Share was issued to facilitate the joint voting by shareholders of Rio Tinto Limited and Rio Tinto plc on Joint Decisions following the DLC Merger. The DLC Dividend
Share was issued to a subsidiary of Rio Tinto Plc to facilitate the efficient management of funds within the DLC structure. Directors have the ability to issue an Equalisation Share if that is
required under the terms of the DLC Merger Sharing Agreement.
During 2024, US$44 million of shares (2023: US$78 million; 2022: US$84 million) were purchased by employee share ownership trusts on
behalf of Rio Tinto Limited to satisfy employee share awards on vesting. At 31 December 2024, 303,327 shares (2023: 794,282; 2022: 979,495)
were held in the employee share ownership trusts on behalf of Rio Tinto Limited.
Information relating to share-based incentive schemes is in note 27.
Annual Report on Form 20-F 2024
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Financial statements  |  Notes to the consolidated financial statements
35 Other reserves and retained earnings
2024
US$m
2023
US$m
2022
US$m
Capital redemption reserve(a)
At 1 January and 31 December
51
51
51
Cash flow hedge reserve
At 1 January
(59)
(51)
(11)
Cash flow hedge gains/(losses)
13
30
(167)
Cash flow hedge losses/(gains) transferred to the income statement
17
(39)
106
Tax on the above
(10)
1
21
At 31 December
(39)
(59)
(51)
Fair value through other comprehensive income reserve
At 1 January
(22)
2
2
(Losses) on equity investments
(24)
At 31 December
(22)
(22)
2
Cost of hedging reserve
At 1 January
(12)
(17)
(21)
Cost of hedging deferred to reserves during the year
3
4
4
Transfer of cost of hedging to the income statement
1
1
At 31 December
(8)
(12)
(17)
Other reserves(b)
At 1 January
11,542
11,554
11,582
Own shares purchased from Rio Tinto Limited shareholders to satisfy share awards
(44)
(78)
(84)
Employee share options: value of services
76
62
56
Deferred tax on share options
(4)
4
At 31 December
11,570
11,542
11,554
Foreign currency translation reserve(c)
At 1 January
(3,172)
(3,784)
(1,627)
Parent and subsidiaries' currency translation and exchange adjustments
(3,194)
598
(2,235)
Equity accounted units currency translation adjustments
(45)
14
(27)
Currency translation reclassified on disposal(d)
(27)
105
At 31 December
(6,438)
(3,172)
(3,784)
Total other reserves per balance sheet
5,114
8,328
7,755
Retained earnings(e)
At 1 January
38,350
35,020
33,857
Parent and subsidiaries' profit for the year
10,697
9,385
11,817
Equity accounted units' profit after tax for the year
855
673
575
Remeasurement gains/(losses) on pension and post-retirement healthcare plans(f)
88
(459)
568
Tax relating to components of other comprehensive income
(23)
151
(118)
Total comprehensive income for the year
11,617
9,750
12,842
Dividends paid
(7,025)
(6,466)
(11,716)
Change in equity interest held by Rio Tinto(g)
(468)
(13)
701
Own shares purchased/treasury shares reissued for share awards and other movements
(13)
(17)
(16)
Equity issued to holders of non-controlling interests(g)
(711)
Employee share options and other IFRS 2 charges taken to the income statement
78
76
63
At 31 December
42,539
38,350
35,020
(a)The capital redemption reserve was set up to comply with section 733 of the UK Companies Act 2006 (previously section 170 of the UK Companies Act 1985) when shares of a company are
redeemed or purchased wholly out of the company’s profits. Balances reflect the amount by which the company’s issued share capital is diminished in accordance with this section.
(b)Other reserves includes US$11,936 million which represents the difference between the nominal value and issue price of the shares issued arising from Rio Tinto plc’s rights issue completed
in July 2009. No share premium was recorded in the Rio Tinto plc financial statements through the operation of the merger relief provisions of the UK Companies Act 1985.
Other reserves also include the cumulative amount recognised under IFRS 2 in respect of awards granted but not exercised to acquire shares in Rio Tinto Limited, less, where applicable,
the cost of shares purchased to satisfy share awards exercised. The cumulative amount recognised under IFRS 2 in respect of awards granted but not exercised to acquire shares in Rio
Tinto plc is recorded in retained earnings.
(c)Exchange differences arising on the translation of the Group’s net investment in foreign controlled companies are taken to the foreign currency translation reserve. The cumulative
differences relating to an investment are transferred to the income statement when the investment is disposed of.
(d)In 2024, currency translation reclassified on disposal primarily relates to the acquisition of the remaining 20.64% interest in NZAS. The transaction has been accounted for as a business
combination achieved in stages, with our previous 79.36% interest in the NZAS joint operation deemed to have been disposed of and, accordingly, the currency translation has been
reclassified to the income statement. In 2022, the sale of our Roughrider undeveloped project led to the recycling of currency translation reserve losses of US$105 million relating to the
entity that owns the project. Refer to note 5 for details.
(e)Retained earnings and movements in reserves of subsidiaries include those arising from the Group’s share of joint operations.
(f)In 2024, there were US$6 million of remeasurement losses relating to equity accounted units (2023: gains of US$3 million, 2022: gains of US$5 million).
(g)In 2024, this relates to the additional interest acquired in ERA (refer to note 30 for further details) as well as the settlement of deferred consideration payable to Turquoise Hill Resources Ltd
dissenting shareholders (refer to note 5 for further details). In 2022, the amount relates to forgiveness by Turquoise Hill Resources Ltd of the accrued interest and funding balances from
Erdenes Oyu Tolgoi and the purchase of the non-controlling interest of Turquoise Hill Resources Ltd.
Annual Report on Form 20-F 2024
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Financial statements  |  Notes to the consolidated financial statements
Other notes
36 Other provisions
Recognition and measurement
Other provisions are recognised when it is more likely than not that we will become obliged, legally or constructively, to future expenditure
because of a past event. The provision reflects the best estimate of the expenditure needed to settle the obligation which existed at the balance
sheet date. Where there is sufficient objective evidence of reasonably expected future events (such as changes in technology and new
legislation) we reflect this in the amounts recognised. Other provisions includes provision for legal claims, onerous contracts and claims for past
royalties. In the prior year, this also included the residual consideration payable to Turquoise Hill Resources Ltd shareholders that dissented to
the 2022 transaction, which has now been paid in 2024 (refer further detail below).
2024
US$m
2023
US$m
Opening balance at 1 January
1,371
1,298
Adjustment on currency translation
(69)
14
Adjustments to mining properties/right-of-use assets:
increases to existing and new provisions
17
– change in discount rate
(2)
Charged/(credited) to profit:
increases to existing and new provisions
184
214
– change in discount rate
(7)
(18)
– unused amounts reversed
(104)
(31)
– exchange gain on provisions
(1)
– amortisation of discount
14
22
Utilised in year
(94)
(104)
Transfers and other movements(a)
(203)
(23)
Closing balance at 31 December
1,107
1,371
Balance sheet analysis:
Current
792
637
Non-current
315
734
Total
1,107
1,371
(a)In 2024, transfers and other movements includes settlement of deferred consideration payable to Turquoise Hill Resources Ltd dissenting shareholders.
Panguna mine, Bougainville
During the year we utilised a provision of US$10 million to fund a legacy impact assessment study in relation to a Panguna mine of Bougainville
Copper Limited (BCL), our former subsidiary. The Panguna Mine Legacy Impact Assessment, an independent report published in December
2024, assessed the environmental impacts and directly connected social and human rights impacts caused by the Panguna mine since BCL
ceased operations in 1989.
In November 2024, Rio Tinto, BCL and the Autonomous Bougainville Government signed a Memorandum of Understanding (MoU) to discuss
ways forward. The MoU parties plan to address the findings of the independent report and develop a remedy mechanism consistent with the UN
Guiding Principles on Business and Human Rights.  We have acknowledged a class action lawsuit filed in July 2024 in Papua New Guinea's
National Court of Justice, naming both Rio Tinto and our former subsidiary, BCL, as defendants. We submitted our defence against the legal
claim and will strongly defend our position in this case.
Annual Report on Form 20-F 2024
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Financial statements  |  Notes to the consolidated financial statements
37 Contingencies and commitments
Recognition and measurement
Contingent liabilities, indemnities and other performance guarantees represent the potential outflow of funds from the Group for the satisfaction
of obligations, including those under contractual arrangements (eg undertakings related to supplier agreements) not provided for on the balance
sheet, where the likelihood of the contingent liabilities, guarantees or indemnities being called is assessed as possible rather than probable or
remote.
Other relevant judgements - contingencies
Disclosure is made for material contingent liabilities unless the possibility of any loss arising is considered remote based on our judgement
and legal advice. These are quantified unless, in our judgement, the amount cannot be reliably estimated. The unit of account for claims is
the matter taken as a whole and therefore when a provision has been recorded for the best estimate of the cost to settle the obligation there
is no further contingent liability component. This means that when a provision is recognised for the best estimate of the expenditure required
to settle the present obligation from a single past event, a further contingent liability is not reported for the maximum potential exposure in
excess of that already provided.
We have not established provisions for certain additional legal claims in cases where we have assessed that a payment is either not
probable or cannot be reliably estimated. A number of our companies are, and will likely continue to be, subject to various legal proceedings
and investigations that arise from time to time. As a result, the Group may become subject to substantial liabilities that could affect our
business, financial position and reputation. Litigation is inherently unpredictable and large judgements may at times occur. The Group may in
the future incur judgements or enter into settlements of claims that could lead to material cash outflows. We do not believe that any of these
proceedings will have a materially adverse effect on our financial position.
Contingent liabilities - subsidiaries, joint operations, joint ventures and associates
2024
US$m
2023
US$m
Contingent liabilities, indemnities and other performance guarantees(a)
192
435
(a)There were no material contingent liabilities arising in relation to the Group’s joint ventures and associates.
Contingent liabilities - not quantifiable
The current status of contingent liabilities where it is not practicable to provide a reliable estimate of possible financial exposure is:
Litigation disputes
Litigation matter
Latest update
2011 Contractual payments
in Guinea
In 2023, we resolved a previously self-disclosed investigation by the SEC into certain contractual
payments totalling US$10.5 million made to a consultant who had provided advisory services in 2011,
relating to the Simandou project in the Republic of Guinea. In August 2023, the UK Serious Fraud Office
closed its case and announced that the Australian Federal Police maintains a live investigation into the
matter. Rio Tinto continues to co-operate fully with relevant authorities. 
At 31 December 2024, the outcome of this investigation remains uncertain, but it could ultimately expose
the Group to material financial cost. No provision has been recognised for the investigation. We believe
this case is unwarranted and will defend the allegation vigorously.
Other contingent liabilities
We continue to modernise agreements with Traditional Owner groups in response to the Juukan Gorge incident. We have created provisions,
within “Other provisions”, based on our best estimate of historical claims. However, the process is incomplete and it is possible that further
claims could arise relating to past events.
Close-down, restoration and environmental provisions are not recognised for those operations that have no known restrictions on their lives as
the date of closure cannot be reliably estimated. This applies primarily to our Canadian aluminium smelters, which are not dependent upon a
specific orebody and have access to indefinite-lived power from owned hydropower stations with water rights permitted by local governments. In
these instances, a closure obligation may exist at the reporting date. However, due to the indefinite nature of asset lives it is not possible to
arrive at a sufficiently reliable estimate for the purposes of recognising a provision. Close-down, restoration and environmental provisions are
recognised at these operations for separately identifiable closure activities which can be reasonably estimated, such as the demolition and
removal of fixed structures after a predetermined period. Any contingent liability for these assets will crystallise into a closure provision if and
when a decision is taken to cease operations.
Contingent assets
The Group has, from time to time, various insurance claims outstanding with reinsurers. Recognition of any assets arising takes place once the
insurance company has agreed to refund the claims and the amount is quantifiable. This is usually in the same period as payment is received.
Annual Report on Form 20-F 2024
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Financial statements  |  Notes to the consolidated financial statements
37 Contingencies and commitments continued
Capital commitments
Our capital commitments include:
open purchase orders for managed operations and non-managed tolling entities
expenditure on major projects already authorised by our Investment Committee for non-managed operations.
On a legally enforceable basis, capital commitments excluding the Group’s share of joint ventures would be approximately US$1,872 million
(2023: US$1,400 million) as many of the contracts relating to the Group’s projects have various cancellation clauses.
The capital commitments for Simandou are shown on a 100% basis for the SimFer mine and the SimFer scope of infrastructure as managed
operations. The SimFer investment in WCS Rail and Port is classified as a joint venture capital commitment and is shown inclusive of the
funding due from non-controlling interests.
2024
US$m
2023
US$m
Capital commitments excluding the Group's share of joint venture capital commitments
Within 1 year
4,559
3,662
Between 1 and 3 years
602
597
Between 3 and 5 years
313
27
After 5 years
82
99
Total
5,556
4,385
Group's share of joint venture capital commitments
Within 1 year
1,280
128
Between 1 and 3 years
271
99
Total
1,551
227
Impact of climate change on our business - decarbonisation capital commitments
Capital commitments do not include the estimated incremental capital expenditure relating to decarbonisation projects of US$5 billion to
US$6 billion between 2022 and 2030 unless otherwise contractually committed. Included in capital commitments at 31 December 2024 are
contractually committed decarbonisation capital commitments of US$114 million (2023: US$123 million), inclusive of the Amrun power
purchase agreement, which is a treated as a lease, which has not yet commenced (disclosed in note 21).
Other commitments
The Group has also made other commitments to incur a minimum amount of expenditure on community development initiatives as part of its
agreements with various stakeholders. As of 31 December 2024, a total of US$154 million (2023: US$173 million) of such expenditure is
estimated to be incurred over the next 25 years, out of which US$27 million (2023: US$10 million) is expected to be incurred within the next
year.
Unrecognised commitments to contribute funding or resources to joint ventures
Along with the other joint venture partners, we have commitments to provide emergency funding (such as funding required to preserve the life of
assets of the company or to comply with applicable laws) if required by Sohar Aluminium Company L.L.C., subject to approved thresholds.
At 31 December 2024, Minera Escondida Ltda held an undrawn shareholder line of credit, of which Rio Tinto’s share was US$225 million (2023:
US$225 million). The current facility was extended during the year and will now mature in September 2026.
Purchase obligations
Purchase obligations are enforceable and legally binding agreements to buy goods or services. They specify all significant terms, including fixed
or minimum quantities to be purchased or consumed; fixed, minimum or variable price provisions; and the approximate timing of the
transactions.
Purchase obligations for goods mainly relate to purchases of raw materials and consumables, and purchase obligations for services mainly
relate to charges for the use of infrastructure, commitments to purchase power and freight contracts. These goods and services are expected to
be used in the business. To the extent that this changes, a provision for onerous obligations may be made.
Purchases from joint arrangements or associates are included if the quantity to be purchased is in excess of our ownership interest in the entity.
However, purchase obligations exclude contracted purchases of bauxite, alumina and aluminium from joint arrangements and associates and
contracted purchases of alumina from third parties. This is because these purchases are made for commercial reasons and the Group is,
overall, a net seller of these commodities.
Annual Report on Form 20-F 2024
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Financial statements  |  Notes to the consolidated financial statements
37 Contingencies and commitments continued
The aggregate amount of future payment commitments under purchase obligations outstanding at 31 December is shown in the table below.
2024
US$m
2023
US$m
Within 1 year
3,160
2,927
Between 1 and 2 years
1,461
1,663
Between 2 and 3 years
1,364
1,496
Between 3 and 4 years
851
1,147
Between 4 and 5 years
614
948
After 5 years
4,905
6,365
Total
12,355
14,546
Guarantees by parent companies
Rio Tinto plc and Rio Tinto Limited have, jointly and severally, fully and unconditionally guaranteed the following securities issued by the
following 100% owned finance subsidiaries: US$6.2 billion (2023: US$6.2 billion) Rio Tinto Finance (USA) Limited and Rio Tinto Finance (USA)
plc bonds with maturity dates up to 2053; and US$0.6 billion (2023: US$1.1 billion) on the European Debt Issuance Programme. In addition, Rio
Tinto Finance plc and Rio Tinto Finance Limited have entered into undrawn facility arrangements for an aggregate amount of US$7.5 billion
(2023: US$7.5 billion). The facilities are guaranteed by Rio Tinto plc and Rio Tinto Limited.
Rio Tinto plc has provided a guarantee, known as the completion support undertaking (CSU), in favour of the Oyu Tolgoi LLC project finance lenders. In
2023, a wholly owned subsidiary of Rio Tinto plc became a lender under the project finance facility ranking pari passu with the external lenders.
At 31 December 2024, a total of US$5.5 billion (2023: US$4.7 billion) of project finance debt was outstanding under this facility of which US$3.9
billion (2023: US$3.9 billion) is owed to external third party lenders. Rio Tinto plc, through its subsidiaries, owns 66% of Oyu Tolgoi LLC, with the
remaining share owned by Erdenes Oyu Tolgoi LLC (34%), which is controlled by the Government of Mongolia. The project finance was raised
for development of the underground mine and the CSU will terminate on the completion of the underground mine according to a set of
completion tests set out in the project finance facility. The CSU contains a carve-out for certain political risk events.
In November 2024, the Group entered into a US$7 billion bridge facility agreement to support the proposed acquisition of Arcadium Lithium
(refer to note 5). Rio Tinto Plc and Rio Tinto Limited have jointly guaranteed the facility, which remains undrawn as at 31 December 2024.
38 Auditors’ remuneration
Group auditors’ remuneration(a)
2024
US$m
2023
US$m
2022
US$m
Audit of the Group
20.7
19.1
17.3
Audit of subsidiaries
7.4
7.5
8.4
Total audit
28.1
26.6
25.7
Audit-related assurance service
1.7
1.1
1.0
Other assurance services(b)
3.5
3.0
2.3
Total assurance services
5.2
4.1
3.3
Tax compliance
Other non-audit services not covered above
0.2
0.1
0.3
Total non-audit services
5.4
4.2
3.6
Total Group auditors’ remuneration
33.5
30.8
29.3
Group auditors’ remuneration as required to be categorised under SEC regulations
Audit fees
30.0
27.7
27.0
Audit-related fees
3.3
3.0
2.0
Tax fees
All other fees
0.2
0.1
0.3
Total Group auditors’ remuneration
33.5
30.8
29.3
Audit fees payable to other accounting firms
Audit of the financial statements of the Group’s subsidiaries
0.3
0.3
0.2
Fees in respect of pension scheme audits
0.1
0.1
0.1
Total audit fees payable to other accounting firms
0.4
0.4
0.3
(a)The remuneration payable to KPMG, the Group auditors, is approved by the Audit & Risk Committee. The Committee sets the policy for the award of non-audit work to the auditors and
approves the nature and extent of such work, and the amount of the related fees, to ensure that independence is maintained. The fees disclosed above consolidate all payments, including
overruns, made to member firms of KPMG by the companies and their subsidiaries, along with fees in respect of joint operations paid for by the Group. Non-audit services arise largely from
assurance and regulation related work.
(b)Other assurance services relates to the review of non-statutory financial information including sustainability reporting.
Annual Report on Form 20-F 2024
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Financial statements  |  Notes to the consolidated financial statements
39 Events after the balance sheet date
There were no significant events after the balance sheet date requiring disclosure.
40 New standards issued but not yet effective
We have not early adopted any new accounting standards or amendments that have been issued but are not yet effective. Except for the
Amendments to IAS 21 “The Effects Of Changes In Foreign Exchange Rates” (IAS 21), referred to below, they are not available for early
adoption because they have not yet been endorsed by the UK Endorsement Board. 
IFRS 18 Presentation and Disclosure in Financial Statements (mandatory in 2027) will replace IAS 1. The new standard requires that companies
classify all income and expenses into 5 categories in the statement of profit or loss, namely the operating, investing, financing, discontinued
operations and income tax categories. Management defined performance measures are disclosed in a single note and enhanced guidance is
provided on how to group information in the financial statements. In addition, all entities are required to use the operating profit subtotal as the
starting point for the statement of cash flows. We are in process of assessing the impact of IFRS 18 and expect that changes will be required to
the presentation and disclosures in our financial statements.
Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures (mandatory in 2026) will help companies better
report the financial effects of nature-dependent electricity contracts, which are often structured as power purchase agreements (PPAs).
The amendments include: clarifying the application of the ‘own-use’ requirements, permitting hedge accounting if these contracts are used as
hedging instruments; and adding new disclosure requirements to enable investors to understand the effect of these contracts on a company’s
financial performance and cash flows. We are in process of assessing the impacts from these amendments.
The assessment is ongoing in relation to the amendments listed below, but no material impact has been identified to date:
Lack of exchangeability (Amendments to IAS 21 , mandatory in 2025)
Annual Improvements to IFRS Accounting Standards (Amendments to IAS 7 “Statement of Cash Flows” and IFRS 10 “Consolidated
Financial Statements” mandatory in 2026)
Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 “Financial Instruments” and IFRS 7
“Financial Instruments: Disclosures”, mandatory in 2026)
IFRS 19 “Subsidiaries without Public Accountability: Disclosures” (mandatory in 2027)
Pages 230 to 245 have been intentionally omitted.
KPMG-background-01.jpg
Annual Report on Form 20-F 2024
246
Financial statements  |  Report of Independent Registered Public Accounting Firms
Report of Independent Registered
Public Accounting Firms
To the Shareholders and Board of Directors of Rio Tinto plc and Rio Tinto Limited: 
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying Consolidated Balance Sheet of Rio Tinto Group (‘the Group’), comprising of Rio Tinto plc and Rio Tinto
Limited, together with their subsidiaries as of December 31, 2024 and 2023, the related Consolidated Income Statement, Consolidated
Statement of Comprehensive Income, Consolidated Statement of Changes in Equity, and Consolidated Cash Flow Statement for each of the
years in the three-year period ended December 31, 2024 and the related notes (collectively, the consolidated financial statements). We also
have audited the Group’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control –
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission”. 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Group as of
December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024,
in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Group
maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024 based on criteria established in Internal
Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission”.
Basis for Opinions
The Group’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial
reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s
report on internal control over financial reporting. Our responsibility is to express an opinion on the Group’s consolidated financial statements
and an opinion on the Group’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the
Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Group in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or
fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the
consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of
internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered
necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s
internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3)
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were
communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated
financial statements and (2) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matters does not
alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below,
providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Evaluation of the impairment assessment for the Kennecott Utah Copper Cash Generating Unit
As described in Note 4, as at December 31, 2024, the Kennecott Utah Copper CGU has US$2.2 billion in carrying value. The Group determined
that there was an indicator of impairment of property, plant and equipment in the Kennecott Utah Copper CGU, as a result of worsening
geotechnical conditions. The Group performed a full impairment assessment by estimating the recoverable amount of the CGU based on cash
flow forecasts for fair value less costs of disposal purposes and comparing to the respective carrying amount. The Group concluded that the
Kennecott Utah Copper CGU’s recoverable amount exceeded its carrying value.
We identified the evaluation of the impairment assessment for the Kennecott Utah Copper cash generating unit as a critical audit matter. Significant auditor
judgement was required to evaluate key assumptions, including the uncertainty over forecast copper prices and the life of mine plan.
KPMG-background-01.jpg
Annual Report on Form 20-F 2024
247
Financial statements  |  Report of Independent Registered Public Accounting Firms
The following are the primary procedures we performed to address this critical audit matter:
we evaluated the design and tested the operating effectiveness of certain internal controls related to the impairment process for the
determination of the recoverable amount of property, plant and equipment for the Kennecott Utah Copper CGU;
we involved our valuation professionals with specialised skills and knowledge who assisted us in assessing the forecast copper prices used
in the Group’s assessment by comparing them to, and considering changes in, market observable price forecasts; and
we assessed the scope, competency and objectivity of the Group’s internal experts who prepared the life of mine plan utilised in the Group’s
impairment assessment, by examining the work they were involved to perform, and their professional qualifications and experience. 
Evaluation of Iron Ore (‘Pilbara’) provision for close-down and restoration
As discussed in Note 14 to the consolidated financial statements, the Group has a provision for close-down, restoration and environmental
activities (‘closure provisions’) of US$15,731m as of December 31, 2024, a portion of which relates to Iron Ore (‘Pilbara’).
We identified the evaluation of provisions for close-down and restoration related to Pilbara as a critical audit matter. Significant auditor
judgement was required to evaluate the Group’s assumptions related to the life of operation and the probability, nature and timing of possible
closure and rehabilitation activities, and future close-down and restoration costs including costs associated with post-closure monitoring (‘closure
costs’).
The following are the primary procedures we performed to address this critical audit matter.
We evaluated the design and tested the operating effectiveness of certain internal controls over the Group’s process to estimate provisions
for close-down and restoration including the Group’s selection of key assumptions to be used.
We evaluated the scope and competency of the Group’s experts, both internal and external to the Group, who produce the closure cost
estimates by examining the work they were involved to perform, and their professional qualifications and experience.
We compared a selection of previous forecast cost assumptions to actual costs to assess the Group’s ability to accurately forecast closure costs.
We inspected the most recent closure studies and other technical material prepared by the Group relating to changes in the closure provision
to assess the nature and scope of restoration work planned to be undertaken. This included assumptions relating to the life of the operation
and the nature and timing of closure and rehabilitation activities.
We evaluated the completeness of the provisions against the Group’s analysis of where disturbance requires rehabilitation and our
understanding of the Pilbara sites, including the probability, nature and timing of possible closure and rehabilitation activities.
In addition, for certain sites, we involved mine closure professionals with specialised skills and knowledge who assisted in evaluating the
methodology applied by the Group’s third-party experts and assisted us in assessing certain assumptions regarding the nature and costs of
future rehabilitation activities based on their experience and familiarity with applicable legislative requirements and industry practice and the
Group’s closure commitments.
Evaluation of indicators of impairment or impairment reversals of property, plant and equipment for the Oyu Tolgoi
copper-gold mine cash generating unit (Oyu Tolgoi CGU)
As discussed, in Note 13 to the consolidated financial statements, as at December 31, 2024, the Group has US$67,345m of property, plant and
equipment, a portion of which relates to the Oyu Tolgoi copper-gold mine (Oyu Tolgoi CGU). As discussed in Note 4, external and internal factors
are monitored for indicators of impairment or impairment reversal and judgement is required to determine whether the impacts of these factors
are significant.
We identified the evaluation of indicators of impairment or impairment reversal of property, plant and equipment related to the Oyu Tolgoi CGU
as a critical audit matter. Significant auditor judgement was required to assess whether certain internal and external factors impacting the Oyu
Tolgoi CGU, including volatility on forecast commodity prices and the ramp up of underground mine production, result in indicators of impairment
or impairment reversal.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating
effectiveness of certain internal controls related to the identification of indicators of impairment or impairment reversal of property, plant and
equipment for the Oyu Tolgoi CGU.
We involved valuation professionals with specialised skills and knowledge who assisted in assessing the forecast commodity prices used in
the Group’s assessment, by comparing them to, and considering changes in, market observable price forecasts.
We assessed the impact of the underground progress in the period by comparing the actual ramp up of underground mine production to the
Group's plans, to assess whether any deviation from these plans could represent an indicator of impairment or impairment reversal. We also
inquired of operational management to corroborate certain changes in assumptions.
We have served as the Group’s auditors since 2020.
/s/ KPMG LLP
London, United Kingdom
February 20, 2025
In respect of the Board of Directors
and Shareholders of Rio Tinto plc
/s/ KPMG
Perth, Australia
February 20, 2025
In respect of the Board of Directors
and Shareholders of Rio Tinto Limited
Pages 248 to 265 have been intentionally omitted.
Annual Report on Form 20-F 2024
266
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Financial statements  |  Additional financial information 
Financial information by business unit
Segmental revenue(a)
for the year ended
31 December
Underlying EBITDA(a)
for the year ended
31 December
Depreciation and
amortisation for the year
ended 31 December
Underlying earnings(a)
for the year ended
31 December
Rio Tinto
interest
%
2024
US$m
2023
US$m
2022
US$m
2024
US$m
2023
US$m
Adjusted(m)
2022
US$m
Adjusted(m)
2024
US$m
2023
US$m
2022
US$m
2024
US$m
2023
US$m
Adjusted(m)
2022
US$m
Adjusted(m)
Iron Ore
Pilbara
(b)
27,849
30,867
29,313
16,543
19,828
18,474
2,390
2,128
2,011
9,550
11,945
11,106
Dampier Salt
68.4%
412
422
352
117
120
56
23
21
19
46
49
19
Evaluation projects/other
(c)
3,197
2,701
2,711
(478)
57
33
(550)
(89)
53
Intra-segment
(c)
(2,119)
(1,741)
(1,470)
67
(31)
49
51
(23)
35
Total Iron Ore segment
29,339
32,249
30,906
16,249
19,974
18,612
2,413
2,149
2,030
9,097
11,882
11,213
Aluminium
Bauxite
(d)
3,061
2,390
2,396
1,250
662
618
365
373
361
579
141
101
Alumina
(e)
3,612
2,882
3,215
799
136
289
142
170
200
417
(56)
18
North American Aluminium
(f)
7,030
6,581
7,561
1,639
1,480
2,426
785
710
704
632
566
1,266
Pacific Aluminium
(g)
2,844
2,613
3,102
363
169
497
154
165
135
131
18
261
Intra-segment and other
(3,651)
(2,953)
(3,138)
(194)
(11)
12
(136)
(15)
(8)
Integrated operations
12,896
11,513
13,136
3,857
2,436
3,842
1,446
1,418
1,400
1,623
654
1,638
Other product group items
754
772
973
35
9
25
23
5
15
Product group operations
13,650
12,285
14,109
3,892
2,445
3,867
1,446
1,418
1,400
1,646
659
1,653
Evaluation projects/other
(219)
(163)
(195)
(163)
(121)
(149)
Total Aluminium segment
13,650
12,285
14,109
3,673
2,282
3,672
1,446
1,418
1,400
1,483
538
1,504
Copper
Kennecott
100%
2,599
1,430
1,923
720
178
857
718
500
624
(54)
(328)
12
Escondida
30%
3,424
2,756
2,628
2,221
1,619
1,641
426
355
330
921
684
798
Oyu Tolgoi
(h)
2,184
1,625
1,424
1,105
639
449
473
476
194
388
161
130
Product group operations
8,207
5,811
5,975
4,046
2,436
2,947
1,617
1,331
1,148
1,255
517
940
Evaluation projects/other
(m)
1,068
867
724
(609)
(476)
(381)
3
5
5
(444)
(327)
(252)
Total Copper segment
9,275
6,678
6,699
3,437
1,960
2,566
1,620
1,336
1,153
811
190
688
Minerals
Iron Ore Company of Canada
58.7%
2,450
2,500
2,818
746
942
1,381
229
214
207
212
293
475
Rio Tinto Iron & Titanium
(i)
1,993
2,172
2,366
609
582
799
226
222
224
241
221
374
Rio Tinto Borates
100%
763
802
742
183
212
155
65
58
54
82
125
80
Diamonds
(j)
279
444
816
(115)
44
330
29
35
45
(127)
26
151
Product group operations
5,485
5,918
6,742
1,423
1,780
2,665
549
529
530
408
665
1,080
Evaluation projects/other
46
16
12
(343)
(366)
(246)
1
1
1
(265)
(353)
(226)
Total Minerals segment
5,531
5,934
6,754
1,080
1,414
2,419
550
530
531
143
312
854
Reportable segments total
57,795
57,146
58,468
24,439
25,630
27,269
6,029
5,433
5,114
11,534
12,922
14,259
Simandou iron ore project
(k)
(22)
(539)
(189)
7
(39)
(160)
(145)
Other operations
(l)(m)
120
142
192
43
(95)
(17)
320
290
272
(225)
(307)
(348)
Inter-segment transactions
(c)
(209)
(231)
(256)
9
8
24
4
4
26
Central pension costs, share-based
payments, insurance and derivatives
153
168
377
228
48
374
Restructuring, project and one-off costs
(254)
(190)
(173)
(178)
(112)
(85)
Central costs
(816)
(990)
(766)
121
95
94
(636)
(898)
(651)
Central exploration and evaluation
(238)
(100)
(253)
(216)
(60)
(209)
Net interest
395
318
138
Underlying EBITDA/earnings
23,314
23,892
26,272
10,867
11,755
13,359
Items excluded from underlying EBITDA/
earnings
1,055
(1,257)
269
685
(1,697)
(967)
Reconciliation to consolidated
income statement
Share of EAUs sales and inter-subsidiary/
EAUs sales
(4,048)
(3,016)
(2,850)
Impairment charges net of reversals
(n)
(573)
(936)
(52)
Depreciation and amortisation in
subsidiaries excluding capitalised
depreciation
(5,744)
(4,976)
(4,871)
Depreciation and amortisation in EAUs
(559)
(484)
(470)
(559)
(484)
(470)
Taxation and finance items in EAUs
(1,002)
(741)
(640)
Finance items
(876)
(1,713)
(1,846)
Consolidated sales revenue/profit
before taxation/depreciation and
amortisation/net earnings
53,658
54,041
55,554
15,615
13,785
18,662
5,918
5,334
5,010
11,552
10,058
12,392
Annual Report on Form 20-F 2024
267
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Financial statements  |  Additional financial information
Capital expenditure(o)
for the year
ended 31 December
Operating assets(p)
as at 31 December
Employees for the year
ended 31 December
Rio Tinto
interest
%
2024
US$m
2023
US$m
2022
US$m
2024
US$m
2023
US$m
Adjusted(m)
2022
US$m
2024
2023
Adjusted(m)
2022
Adjusted(m)
Iron Ore
Pilbara
(b)
2,985
2,563
2,906
17,016
17,959
17,785
15,152
15,181
14,319
Dampier Salt
68.4%
27
25
34
5
146
153
422
430
436
Evaluation projects/other
(c)
718
780
835
22
22
20
Intra-segment
(c)
(193)
(243)
(220)
Total Iron Ore segment
3,012
2,588
2,940
17,546
18,642
18,553
15,596
15,633
14,775
Aluminium
Bauxite
(d)
159
159
161
2,289
2,649
2,458
3,188
3,008
2,966
Alumina
(e)
279
325
356
804
1,315
2,400
2,502
2,600
2,626
North American Aluminium
(f)
1,153
748
752
10,516
10,582
9,343
7,497
6,886
6,693
Pacific Aluminium
(g)
102
99
108
706
340
159
2,728
2,563
2,480
Intra-segment and other
1
795
997
629
243
256
234
Total Aluminium segment
1,694
1,331
1,377
15,110
15,883
14,989
16,158
15,313
14,999
Copper
Kennecott
100%
774
735
563
2,391
2,606
2,027
2,502
2,411
2,176
Escondida
30%
2,779
2,844
2,792
1,135
1,203
1,205
Oyu Tolgoi
(h)
1,277
1,230
1,056
16,692
15,334
13,479
4,734
4,515
4,060
Product group operations
2,051
1,965
1,619
21,862
20,784
18,298
8,371
8,129
7,441
Evaluation projects/other
(m)
4
11
3
262
266
165
317
295
236
Total Copper segment
2,055
1,976
1,622
22,124
21,050
18,463
8,688
8,424
7,677
Minerals
Iron Ore Company of Canada
58.7%
291
364
366
1,240
1,347
1,147
3,214
3,206
3,075
Rio Tinto Iron & Titanium
(i)
244
240
217
3,215
3,386
3,351
4,397
4,415
4,273
Rio Tinto Borates
100%
57
49
34
475
502
496
989
1,013
1,009
Diamonds
(j)
48
66
48
(38)
29
(84)
864
871
853
Product group operations
640
719
665
4,892
5,264
4,910
9,464
9,505
9,210
Evaluation projects/other
158
27
14
1,138
873
874
358
328
224
Total Minerals segment
798
746
679
6,030
6,137
5,784
9,822
9,833
9,434
Reportable segments total
7,559
6,641
6,618
60,810
61,712
57,789
50,264
49,203
46,885
Simandou iron ore project
(k)
1,832
266
2,106
738
(22)
989
571
343
Other operations
(l)(m)
66
57
53
(1,446)
(2,638)
(1,850)
703
703
639
Inter-segment transactions
(c)
22
20
12
Other items
134
113
79
(755)
(1,015)
(1,107)
7,638
6,697
5,859
Total
9,591
7,077
6,750
60,737
58,817
54,822
59,594
57,174
53,726
Add back: Proceeds from disposal of property,
plant and equipment
30
9
Total purchases of property, plant &
equipment and intangibles as per cash
flow statement
9,621
7,086
6,750
Add: Net debt
(5,491)
(4,231)
(4,188)
Equity attributable to owners of Rio Tinto
55,246
54,586
50,634
Total employees
59,594
57,174
53,726
Annual Report on Form 20-F 2024
268
riotinto.com
Financial statements  |  Additional financial information
Business units are classified according to the Group’s management
structure. Our management structure is based on product groups
together with global support functions whose leaders make up the
Executive Committee. The Executive Committee members each
report directly to our Chief Executive who is the chief operating
decision maker and is responsible for allocating resources and
assessing performance of the operating segments. Finance costs and
net debt are managed on a Group-wide basis and are therefore
excluded from the segmental results.
The disclosures in this note include certain alternative performance
measures (non-IFRS measures). For more information on the non-
IFRS measures used by the Group, including definitions and
calculations, refer to section entitled alternative performance
measures (pages 269 to 273).
(a)Segmental revenue, Underlying EBITDA and Capital expenditure
are defined and calculated in note 1 from pages 167 to 168.
Underlying earnings is defined and calculated within the Alternative
performance measures section on page 270.
(b)Pilbara represents the Group’s 100% holding in Hamersley, 50%
holding in Hope Downs Joint Venture, 54% holding in Western
Range Joint Venture and 65% holding in Robe River Iron
Associates. The Group’s net beneficial interest in Robe River Iron
Associates is 53%, as 30% is held through a 60% owned
subsidiary and 35% is held through a 100% owned subsidiary.
(c)Segmental revenue, Underlying EBITDA, Underlying earnings
and Operating assets within Evaluation projects/other include
activities relating to the shipment and blending of Pilbara and Iron
Ore Company of Canada (IOC) iron ore inventories held portside
in China and sold to domestic customers. Transactions between
Pilbara and our portside trading business are eliminated through
the Iron Ore “intra-segment” line and transactions between IOC
and the portside trading business are eliminated through “inter-
segment transactions”.
(d)Bauxite represents the Group’s 100% interest in Gove and Weipa,
22% interest in Porto Trombetas and 22.9% interest in Sangarédi.
(e)Alumina represents the Group’s 100% interest in Jonquière
(Vaudreuil), Yarwun, 80% interest in Queensland Alumina and
10% interest in São Luis (Alumar).
(f)North American Aluminium represents the Group’s 100% interest
in Alma, Arvida, Arvida AP60, Grande-Baie, ISAL, Kitimat,
Laterrière, 40% interest in Alouette, 25.1% interest in Bécancour,
20% interest in Sohar and 50% interest in Matalco.
(g)Pacific Aluminium represents the Group’s 100% interest in Bell
Bay, 73.5% interest in Boyne Island, 100% interest in Tiwai Point
and 51.6% interest in Tomago. On 30 September 2024, our
interest in Boyne Island was increased from 59.4% to 71.05%
following our acquisition of Mitsubishi Corporation’s 11.65%
interest in Boyne Smelters Limited (BSL). On 1 November 2024,
our interest was further increased to 73.5% following our
acquisition of Sumitomo Chemical Company’s (SCC) 2.46%
interest in BSL. On 1 November 2024, we also acquired SCC’s
20.64% interest in New Zealand Aluminium Smelters, increasing
our interest from 79.36% to 100%.
(h)Until 16 December 2022, our interest in Oyu Tolgoi (OT) was held
indirectly through our 50.8% investment in Turquoise Hill
Resources Ltd (TRQ), where TRQ’s principal asset was its 66%
investment in Oyu Tolgoi LLC, which owned the OT copper-gold
mine. Following the purchase of TRQ we now directly hold a 66%
investment in Oyu Tolgoi LLC.
(i)Includes our interests in Rio Tinto Iron and Titanium Quebec
Operations (100%), QIT Madagascar Minerals (QMM, economic
interest of 85%) and Richards Bay Minerals (attributable interest
of 74%).
(j)Relates to our 100% interest in the Diavik diamond mine and
diamond marketing operations.
(k)Rio Tinto SimFer UK Limited (which is wholly owned by the
Group) holds a 53% interest in SimFer Jersey Limited (SimFer
Jersey) which in turn, has an 85% interest in SimFer S.A., the
company that will carry out the Simandou mining operations in
Guinea, and an 85% interest in the company which will deliver
SimFer Jersey’s scope of the co-developed rail and port
infrastructure. SimFer Jersey at present has a 100% interest in
the companies that will own and operate the transhipment
vessels, however this is anticipated to reduce to 85% with the
Government of Guinea taking a 15% interest before operations
commence. These entities, together with the equity accounted
WCS Rail and Port entities described in note 32, are referred to
as the Simandou iron ore project.
(l)Other operations includes our 98.43% interest in Energy
Resources of Australia (increased from 86.3% in November 2024
- refer to note 30), sites being rehabilitated under the
management of Rio Tinto Closure, Rio Tinto Marine, and the
remaining legacy liabilities of Rio Tinto Coal Australia. These
include provisions for onerous contracts, in relation to rail
infrastructure capacity, partly offset by financial assets and
receivables relating to contingent royalties and disposal proceeds.
(m)Accountability for Rio Tinto Guinea, our in-country external affairs
office remains with Bold Baatar, and has therefore moved from
the Copper product group to “Other operations” following his
change in role to Chief Commercial Officer. Accordingly, prior
period amounts have been adjusted for comparability even though
there is no material impact as a result of the change.
(n)Refer to note 4 for allocation of impairment charges net of
reversals between consolidated amounts and share of profit in
EAUs.
(o)Capital expenditure is the net cash outflow on purchases less
sales of property, plant and equipment, capitalised evaluation
costs and purchases less sales of other intangible assets as
derived from the consolidated cash flow statement. The details
provided include 100% of subsidiaries’ capital expenditure and
Rio Tinto’s share of the capital expenditure of joint operations but
exclude equity accounted units.
(p)Operating assets of the Group represents equity attributable to
Rio Tinto adjusted for net debt. Operating assets of subsidiaries,
joint operations and the Group’s share relating to equity
accounted units are made up of net assets adjusted for net debt
and post-retirement assets and liabilities, net of tax. Operating
assets are stated after the deduction of non-controlling interests;
these are calculated by reference to the net assets of the relevant
companies (ie inclusive of such companies’ debt and amounts
due to or from Rio Tinto Group companies).
Annual Report on Form 20-F 2024
269
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Financial statements  |  Additional financial information 
Alternative performance measures
The Group presents certain alternative performance measures (non-IFRS measures) which are reconciled to directly comparable IFRS financial
measures below. These non-IFRS measures, hereinafter referred to as alternative performance measures (APMs), are used by management to
assess the performance of the business and provide additional information, which investors may find useful. APMs are presented in order to
give further insight into the underlying business performance of the Group's operations.
APMs are not consistently defined and calculated by all companies, including those in the Group’s industry. Accordingly, these measures used
by the Group may not be comparable with similarly titled measures and disclosures made by other companies. Consequently, these APMs
should not be regarded as a substitute for the IFRS measures and should be considered supplementary to those measures.
The following tables present the Group's key financial measures not defined according to IFRS and a reconciliation between those APMs and
their nearest respective IFRS measures.
Reconciliation of APMs to the nearest comparable IFRS financial measures for the year 2021 and 2020 can be found in the section APM of our
2021 Annual Report. Reconciliation of underlying return on capital employed and Net (debt)/cash for the year 2022 can be found in our 2022
Annual Report.
APMs derived from the income statement
The following income statement measures are used by the Group to provide greater understanding of the underlying business performance of
its operations and to enhance comparability of reporting periods. They indicate the underlying commercial and operating performance of our
assets including revenue generation, productivity and cost management.
Segmental revenue
Segmental revenue includes consolidated sales revenue plus the equivalent sales revenue of equity accounted units (EAUs) in proportion to our
equity interest (after adjusting for sales to/from subsidiaries). The reconciliation can be found in “Our financial performance” on page 167.
Underlying EBITDA
Underlying EBITDA represents profit before taxation, net finance items, depreciation and amortisation adjusted to exclude the EBITDA impact of
items that do not reflect the underlying performance of our reportable segments. The reconciliation of profit after tax to underlying EBITDA can
be found in “Our financial performance” on page 168.
Underlying EBITDA margin
Underlying EBITDA margin is defined as Group underlying EBITDA divided by the aggregate of consolidated sales revenue and our share of
equity account unit sales after eliminations.
2024
US$m
2023
US$m
2022
US$m
Underlying EBITDA
23,314
23,892
26,272
Consolidated sales revenue
53,658
54,041
55,554
Share of equity accounted unit sales and inter-subsidiary/equity accounted unit sales eliminations
4,048
3,016
2,850
57,706
57,057
58,404
Underlying EBITDA margin
40%
42%
45%
Pilbara underlying FOB EBITDA margin
The Pilbara underlying free on board (FOB) EBITDA margin is defined as Pilbara underlying EBITDA divided by Pilbara segmental revenue,
excluding freight revenue.
2024
US$m
2023
US$m
2022
US$m
Pilbara
Underlying EBITDA
16,543
19,828
18,474
Pilbara segmental revenue
27,849
30,867
29,313
Less: Freight revenue
(2,344)
(2,098)
(2,206)
Pilbara segmental revenue, excluding freight revenue
25,505
28,769
27,107
Pilbara underlying FOB EBITDA margin
65%
69%
68%
Underlying EBITDA margin from integrated operations and product group operations
Aluminium - integrated operations
Copper - product group operations
Minerals - product group operations
2024
US$m
2023
US$m
2022
US$m
2024
US$m
2023
US$m
2022
US$m
2024
US$m
2023
US$m
2022
US$m
Underlying EBITDA
3,857
2,436
3,842
4,046
2,436
2,947
1,423
1,780
2,665
Segmental revenue
12,896
11,513
13,136
8,207
5,811
5,975
5,485
5,918
6,742
Underlying EBITDA margin
30%
21%
29%
49%
42%
49%
26%
30%
40%
Annual Report on Form 20-F 2024
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Financial statements  |  Additional financial information 
Underlying earnings
Underlying earnings represents net earnings attributable to the owners of Rio Tinto, adjusted to exclude items that do not reflect the underlying
performance of the Group’s operations.
Exclusions from underlying earnings are those gains and losses that, individually or in aggregate with similar items, are of a nature and size to
require exclusion in order to provide additional insight into underlying business performance.
The following items are excluded from net earnings in arriving at underlying earnings in each period irrespective of materiality:
net (gains)/losses on consolidation or disposal of interests in businesses
impairment charges and reversals
(profit)/loss after tax from discontinued operations
exchange and derivative gains and losses. This adjustment includes exchange (gains)/losses on external net debt and intragroup balances, unrealised
(gains)/losses on currency and interest rate derivatives not qualifying for hedge accounting, unrealised (gains)/losses on certain commodity derivatives
not qualifying for hedge accounting, and unrealised (gains)/losses on embedded derivatives not qualifying for hedge accounting
adjustments to closure provisions where the adjustment is associated with an impairment charge, or for legacy sites where the disturbance or
environmental contamination relates to the pre-acquisition period.
In addition, there is a final judgemental category which includes, where applicable, other credits and charges that, individually or in aggregate if
of a similar type, are of a nature or size to require exclusion in order to provide additional insight into underlying business performance. In 2024
this includes provision for uncertain tax positions in relation to disputes with the Mongolian Tax Authority and the recognition of deferred tax
assets at Energy Resources of Australia.
Exclusions from underlying earnings relating to equity accounted units are stated after tax and included in the column “Pre-tax”.
Pre-tax
2024
US$m
Taxation
2024
US$m
Non-
controlling
interests
2024
US$m
Net
amount
2024
US$m
Net
amount
2023
US$m
Net
amount
2022
US$m
Net earnings
15,615
(4,041)
(22)
11,552
10,058
12,392
Items excluded from underlying earnings
(Gains)/losses on consolidation and disposal of interests in businesses(a)
(1,214)
274
43
(897)
105
Impairment charges net of reversals (note 4)
561
(27)
534
652
52
Foreign exchange and derivative losses/(gains):
– Exchange (gains)/losses on external net debt, intragroup balances and derivatives(b)
(308)
13
2
(293)
243
(216)
– Losses on currency and interest rate derivatives not qualifying for hedge accounting(c)
68
2
4
74
87
373
– Losses/(gains) on embedded commodity derivatives not qualifying for hedge accounting(d)
92
(27)
65
(23)
(20)
Change in closure estimates (non-operating and fully impaired sites)(e)
86
(13)
73
1,102
178
Uncertain tax provisions(f)
295
(100)
195
Recognition of deferred tax assets at Energy Resources of Australia(g)
(443)
7
(436)
Deferred tax arising on internal sale of assets in Canadian operations(h)
(364)
Gains recognised by Kitimat relating to LNG Canada’s project(i)
(106)
Gain on sale of the Cortez royalty(j)
(331)
Write-off of Federal deferred tax assets in the United States(k)
932
Total excluded from underlying earnings
(715)
74
(44)
(685)
1,697
967
Underlying earnings
14,900
(3,967)
(66)
10,867
11,755
13,359
(a)Gains on consolidation of businesses include the revaluation of our previously held interest in the NZAS joint operation as we acquired the remaining shares during the year and this became
a subsidiary. Disposals include the sale of Wyoming Uranium and Lake MacLeod, as described in note 5.
(b)Exchange (gains)/losses on external net debt, intragroup balances and derivatives includes post-tax gains on intragroup balances of US$647 million (2023: US$316 million loss; 2022:
US$478 million gain) offset by post-tax losses on external net debt of US$354 million (2023: US$73 million gain; 2022: US$262 million loss), primarily as a result of the Australian dollar
weakening against the US dollar.
(c)Valuation changes on currency and interest rate derivatives, which are ineligible for hedge accounting, other than those embedded in commercial contracts, and the currency revaluation of
embedded US dollar derivatives contained in contracts held by entities whose functional currency is not the US dollar.
(d)Valuation changes on derivatives, embedded in commercial contracts that are ineligible for hedge accounting but for which there will be an offsetting change in future Group earnings. Mark-
to-market movements on commodity derivatives entered into with the commercial objective of achieving spot pricing for the underlying transaction at the date of settlement are included in
underlying earnings. In 2024, the charge includes unrealised losses recognised in relation to our renewable PPAs.
(e)In 2024, the charge to the income statement relates to the change in estimates of underlying closure cash flows, net of impact of a change in discount rate, expressed in real-terms, from
2.0% to 2.5% as applied to provisions for close-down, restoration and environmental liabilities at legacy sites where the environmental damage preceded ownership by Rio Tinto. In 2023,
the charge included US$0.9 billion related to the closure provision update announced by Energy Resources of Australia on 12 December 2023 together with the update included in their half
year results for the period ended 30 June 2023, published in August 2023. This update was considered material and therefore it was aggregated with other closure study updates which were
similar in nature and have been excluded from underlying earnings. The other closure study updates were at legacy sites managed by our central closure team as well as an update at
Yarwun alumina refinery which was expensed due to the impairment earlier in the year. In 2022, the charge related to re-estimates of underlying closure cash flows for legacy sites where the
environmental damage preceded ownership by Rio Tinto.
(f)The uncertain tax provision in 2024 represents amounts provided in relation to disputes with the Mongolian Tax Authority for which the timing of resolution and potential economic outflow are
uncertain. Further information is included in the “other relevant judgements – uncertain tax positions” section of note 10 Taxation.
(g)Recognition of deferred tax assets at Energy Resources of Australia (ERA) relates to rehabilitation provisions which are tax deductible when paid in the future. In November 2024, our interest in
ERA increased from 86.3% to 98.43% and Rio Tinto stated its intention to proceed with compulsory acquisition of the remaining shares during 2025. Tax deductions for rehabilitation payments
made after completion of the compulsory acquisition process will be applied against taxable profits from other Australian operations, including our iron ore business.
(h)In 2023, the Canadian aluminium business completed an internal sale of assets which resulted in the utilisation of previously unrecognised capital losses and an uplift in the tax depreciable
value of assets on which a deferred tax asset of US$364 million was recognised.
(i)In 2022, LNG Canada elected to terminate their option to purchase additional land and facilities for expansion of their operations at Kitimat, Canada. The resulting gain was excluded from
underlying earnings consistent with prior years as it was part of a series of transactions that together were material.
(j)In 2022, we completed the sale of a gross production royalty which was retained following the disposal of the Cortez Complex in 2008. The gain recognised on sale of the royalty was
excluded from underlying earnings on the grounds of individual magnitude.
(k)In 2022, we wrote down our deferred tax assets in the US following the introduction of the Corporate Alternative Minimum Tax regime. Refer to note 10 for details.
Annual Report on Form 20-F 2024
271
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Financial statements  |  Additional financial information 
Basic underlying earnings per share
Basic underlying earnings per share is calculated as underlying earnings divided by the weighted average number of shares outstanding during
the year.
2024
(cents)
2023
(cents)
2022 
(cents)
Basic earnings per ordinary share
711.7
620.3
765.0
Items excluded from underlying earnings per share(a)
(42.2)
104.7
59.7
Basic underlying earnings per ordinary share
669.5
725.0
824.7
(a)Calculation of items excluded from underlying earnings per share.
2024
2023
2022
Items excluded from underlying earnings (US$m) (refer to page 270)
(685.0)
1,697.0
967.0
Weighted average number of shares (millions)
1,623.1
1,621.4
1,619.8
Items excluded from underlying earnings per share (cents)
(42.2)
104.7
59.7
We have provided basic underlying earnings per share as this allows the comparability of financial performance adjusted to exclude items which
do not reflect the underlying performance of the Group's operations.
Interest cover
Interest cover is a financial metric used to monitor our ability to service debt. It represents the number of times finance income and finance costs
(including amounts capitalised) are covered by profit before taxation, before finance income, finance costs, share of profit after tax of equity
accounted units and items excluded from underlying earnings, plus dividends from equity accounted units.
2024
US$m
2023
US$m
Profit before taxation
15,615
13,785
Add back
Finance income
(514)
(536)
Finance costs
763
967
Share of profit after tax of equity accounted units
(838)
(675)
Items excluded from underlying earnings
(715)
2,498
Add: Dividends from equity accounted units
1,067
610
Calculated earnings
15,378
16,649
Finance income
514
536
Finance costs
(763)
(967)
Add: Amounts capitalised
(424)
(279)
Total net finance costs before capitalisation
(673)
(710)
Interest cover
23
23
Payout ratio
The payout ratio is used by us to guide the dividend policy we implemented in 2016, under which we have sought to return 40-60% of underlying
earnings, on average through the cycle, to shareholders as dividends. It is calculated as total equity dividends per share to owners of Rio Tinto
declared in respect of the financial year divided by underlying earnings per share (as defined above). Dividends declared usually include an
interim dividend paid in the year, and a final dividend paid after the end of the year. Any special dividends declared in respect of the financial
year are also included.
2024
(cents)
2023
(cents)
Interim dividend declared per share
177.0
177.0
Final dividend declared per share
225.0
258.0
Total dividend declared per share for the year
402.0
435.0
Underlying earnings per share
669.5
725.0
Payout ratio
60%
60%
Annual Report on Form 20-F 2024
272
riotinto.com
Financial statements  |  Additional financial information 
APMs derived from cash flow statement
Capital expenditure
Capital expenditure includes the net sustaining and development expenditure on property, plant and equipment, and on intangible assets. This is
equivalent to “Purchases of property, plant and equipment and intangible assets” in the cash flow statement less “Sales of property, plant and
equipment and intangible assets”.
This measure is used to support management's objective of effective and efficient capital allocation as we need to invest in existing assets in
order to maintain and improve productive capacity, and in new assets to grow the business.
2024
US$m
2023
US$m
2022
US$m
Purchase of property, plant and equipment and intangible assets
9,621
7,086
6,750
Less: Sales of property, plant and equipment and intangible assets
(30)
(9)
Capital expenditure
9,591
7,077
6,750
Rio Tinto share of capital investment
Rio Tinto’s share of capital investment represents our economic investment in capital projects. This measure was introduced in 2022 to better
represent the Group’s share of funding for capital projects which are jointly funded with other shareholders and which may differ from the
consolidated basis included in the Capital expenditure APM. This better reflects our approach to capital allocation.
The measure is based upon purchase of property, plant and equipment and intangible assets and adjusted to deduct equity or shareholder loan
financing provided to partially owned subsidiaries by non-controlling interests in respect of major capital projects in the period. In circumstances
where the funding to be provided by non-controlling interests is not received in the same period as the underlying capital investment, this
adjustment is applied in the period in which the underlying capital investment is made, not when the funding is received. Where funding which
would otherwise be provided directly by shareholders is replaced with project financing, an adjustment is also made to deduct the share of
project financing attributable to the non-controlling interest. This adjustment is not made in cases where Rio Tinto has unilaterally guaranteed
this project financing. Lastly, funding contributed by the Group to Equity Accounted Units for its share of investment in their major capital projects
is added to the measure. No adjustment is made to the Capital expenditure APM where capital expenditure is funded from the operating cash
flows of the subsidiary or EAU.
2024
US$m
2023
US$m
2022
US$m
Purchase of property, plant and equipment and intangible assets
9,621
7,086
6,750
Funding provided by the group to EAUs(a)
965
Less: Equity or shareholder loan financing received/due from non-controlling interests(b)
(1,063)
(125)
Rio Tinto share of capital investment
9,523
6,961
6,750
(a)In 2024, funding provided by the group to EAUs relates to funding of WCS rail and port entities (WCS) in relation to the Simandou project, consisting of a direct equity investment in WCS of
US$431 million and loans provided totalling US$534 million.
(b)In 2024, we received US$1,505 million from Chalco Iron Ore Holdings Ltd (CIOH), of which US$1,063 million relates to CIOH's 47% share of capital expenditure incurred on the Simandou
project and associated funding provided by the Group to EAUs during the year, accounted for on an accrual basis.
Free cash flow
Free cash flow is defined as net cash generated from operating activities minus purchases of property, plant and equipment and intangibles and
payments of lease principal, plus proceeds from the sale of property, plant and equipment and intangible assets.
This measures the net cash returned by the business after the expenditure of sustaining and development capital. This cash can be used for
shareholder returns, reducing debt and other investing/financing activities.
2024
US$m
2023
US$m
2022
US$m
Net cash generated from operating activities
15,599
15,160
16,134
Less: Purchase of property, plant and equipment and intangible assets
(9,621)
(7,086)
(6,750)
Less: Lease principal payments
(455)
(426)
(374)
Add: Sales of property, plant and equipment and intangible assets
30
9
Free cash flow
5,553
7,657
9,010
Annual Report on Form 20-F 2024
273
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Financial statements  |  Additional financial information 
APMs derived from the balance sheet
Net debt
Net debt is total borrowings plus lease liabilities less cash and cash equivalents and other liquid investments, adjusted for derivatives related to
net debt.
Net debt measures how we are managing our balance sheet and capital structure. Refer to note 19 on page 198 for the reconciliation.
Net gearing ratio
Net gearing ratio is defined as net debt divided by the sum of net debt and total equity at the end of each year. It demonstrates the degree to
which the Group’s operations are funded by debt versus equity.
2024
US$m
2023
US$m
Net debt
5,491
4,231
Net debt
5,491
4,231
Total equity
57,965
56,341
Net debt plus total equity
63,456
60,572
Net gearing ratio
9%
7%
Underlying return on capital employed
Underlying return on capital employed (ROCE) is defined as underlying earnings excluding net interest divided by average capital employed
(operating assets).
Underlying ROCE measures how efficiently we generate profits from investment in our portfolio of assets.
2024
US$m
2023
US$m
Profit after tax attributable to owners of Rio Tinto (net earnings)
11,552
10,058
Items added back to derive underlying earnings (refer to page 270)
(685)
1,697
Underlying earnings
10,867
11,755
Add/(deduct):
Finance income per the income statement
(514)
(536)
Finance costs per the income statement
763
967
Tax on finance cost
(208)
(373)
Non-controlling interest share of net finance costs
(496)
(429)
Net interest cost in equity accounted units (Rio Tinto share)
60
53
Net interest
(395)
(318)
Adjusted underlying earnings
10,472
11,437
Equity attributable to owners of Rio Tinto - beginning of the year
54,586
50,634
Net debt - beginning of the year
4,231
4,188
Operating assets - beginning of the year
58,817
54,822
Equity attributable to owners of Rio Tinto - end of the year
55,246
54,586
Net debt - end of the year
5,491
4,231
Operating assets - end of the year
60,737
58,817
Average operating assets
59,777
56,820
Underlying return on capital employed
18%
20%
p284.jpg
Annual Report on Form 20-F 2024
274
riotinto.com
Production, Mineral Reserves,
Mineral Resources
and operations
Metals and minerals production
275
Mineral Resources and Mineral Reserves
277
Qualified Persons
301
Mines and production facilities
302
Annual Report on Form 20-F 2024
275
riotinto.com
Production, Mineral Reserves, Mineral Resources and operations
Metals and minerals production
Rio Tinto %
share1
2024 Production
2023 Production
2022 Production
Total
Rio Tinto
share
Total
Rio Tinto
share
Total
Rio Tinto
share
ALUMINA ('000 tonnes)
Jonquière (Vaudreuil) (Canada)2
100.0%
1,353
1,353
1,392
1,392
1,364
1,364
Jonquière (Vaudreuil) specialty plant (Canada)
100.0%
111
111
109
109
114
114
Queensland Alumina (Australia)
80.0%
3,384
2,707
3,366
2,693
3,425
2,740
São Luis (Alumar) (Brazil)
10.0%
3,687
369
3,375
338
3,771
377
Yarwun (Australia)
100.0%
2,762
2,762
3,006
3,006
2,949
2,949
Rio Tinto total
7,303
7,537
7,544
ALUMINIUM (primary) ('000 tonnes)
Alma (Canada)
100.0%
483
483
484
484
482
482
Alouette (Sept-Îles) (Canada)
40.0%
632
253
634
253
628
251
Arvida (Canada)
100.0%
153
153
172
172
171
171
Arvida AP60 (Canada)
100.0%
61
61
59
59
58
58
Bécancour (Canada)
25.1%
473
119
465
117
459
115
Bell Bay (Australia)
100.0%
187
187
186
186
185
185
Boyne Island (Australia)3
73.5%
507
318
496
295
450
267
Grande-Baie (Canada)
100.0%
229
229
229
229
232
232
ISAL (Reykjavik) (Iceland)
100.0%
202
202
209
209
202
202
Kitimat (Canada)
100.0%
419
419
377
377
145
145
Laterrière (Canada)
100.0%
252
252
244
244
253
253
Sohar (Oman)
20.0%
399
80
398
80
395
79
Tiwai Point (New Zealand)4
100.0%
290
239
334
265
336
267
Tomago (Australia)
51.6%
587
302
589
304
586
302
Rio Tinto total
3,296
3,272
3,009
ALUMINIUM (recycled) ('000 tonnes)
Matalco
50.0%
528
264
BAUXITE ('000 tonnes)
Gove (Australia)
100.0%
12,721
12,721
11,566
11,566
11,510
11,510
Porto Trombetas (MRN) (Brazil)5
22.0%
11,523
2,535
11,472
1,502
11,100
1,332
Sangaredi (Guinea)6
23.0%
14,043
6,319
14,278
6,425
16,115
7,252
Weipa (Australia)
100.0%
37,078
37,078
35,126
35,126
34,525
34,525
Rio Tinto total
58,653
54,619
54,618
BORATES (‘000 tonnes)7
Rio Tinto Borates – Boron (US)
100.0%
504
504
495
495
532
532
COPPER (mined) ('000 tonnes)
Bingham Canyon (US)
100.0%
123
123
152
152
179
179
Escondida (Chile)
30.0%
1,196
359
1,000
300
995
299
Oyu Tolgoi (Mongolia)8
66.0%
215
142
168
111
129
43
Rio Tinto total
624
562
521
COPPER (refined) ('000 tonnes)
Escondida (Chile)
30.0%
184
55
222
67
203
61
Kennecott (US)
100.0%
193
193
109
109
148
148
Rio Tinto total
248
175
209
DIAMONDS (‘000 carats)
Diavik (Canada)
100.0%
2,759
2,759
3,340
3,340
4,651
4,651
GOLD (mined) (‘000 ounces)
Bingham Canyon (US)
100.0%
95
95
105
105
123
123
Escondida (Chile)
30.0%
169
51
199
60
169
51
Oyu Tolgoi (Mongolia)8
66.0%
206
136
177
117
184
62
Rio Tinto total
282
282
235
See notes on page 276.
Annual Report on Form 20-F 2024
276
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Production, Mineral Reserves, Mineral Resources and operations  |  Metals and minerals production
Rio Tinto %
share1
2024 Production
2023 Production
2022 Production
Total
Rio Tinto
share
Total
Rio Tinto
share
Total
Rio Tinto
share
GOLD (refined) (‘000 ounces)
Kennecott (US)
100.0%
144
144
74
74
114
114
IRON ORE (‘000 tonnes)
Hamersley mines (Australia)
See footnote 9
224,816
224,816
225,898
225,898
218,304
218,304
Hope Downs (Australia)
50.0%
41,956
20,978
46,482
23,241
48,850
24,425
Iron Ore Company of Canada (Canada)
58.7%
16,086
9,446
16,478
9,676
17,562
10,312
Robe River - Robe Valley (Australia)
53.0%
31,742
16,823
29,162
15,456
25,558
13,546
Robe River - West Angelas (Australia)
53.0%
29,457
15,612
29,999
15,899
31,435
16,660
Rio Tinto total
287,676
290,171
283,247
MOLYBDENUM (‘000 tonnes)
Bingham Canyon (US)
100.0%
3
3
2
2
3
3
SALT (‘000 tonnes)
Dampier Salt (Australia)
68.4%
8,518
5,823
8,737
5,973
8,422
5,757
SILVER (mined) (‘000 ounces)
Bingham Canyon (US)
100.0%
1,484
1,484
1,618
1,618
2,057
2,057
Escondida (Chile)
30.0%
6,042
1,813
4,921
1,476
5,301
1,590
Oyu Tolgoi (Mongolia)8
66.0%
1,424
940
1,086
717
871
292
Rio Tinto total
4,236
3,811
3,940
SILVER (refined) (‘000 ounces)
Kennecott (US)
100.0%
2,314
2,314
1,407
1,407
1,950
1,950
TITANIUM DIOXIDE SLAG (‘000 tonnes)
Rio Tinto Iron & Titanium
(Canada/South Africa)10
100.0%
990
990
1,111
1,111
1,200
1,200
Rio Tinto total
Production data notes
Mine production figures for metals refer to the total quantity of metal produced in concentrates, leach liquor or doré bullion irrespective of whether these products are then refined onsite, except
for the data for bauxite and iron ore which can represent production of marketable quantities of ore plus concentrates and pellets. Production figures are sometimes more precise than the
rounded numbers shown, hence small differences may result from calculation of Rio Tinto share of production.
1.Rio Tinto percentage share, shown above, is as at 31 December 2024. The footnotes below include all ownership changes over the 3 years.
2.Jonquière’s (Vaudreuil) production shows smelter grade alumina only and excludes hydrate produced and used for specialty alumina.
3.Rio Tinto’s ownership interest in Boyne Smelters Limited (BSL) increased from 59% to 73.5%. Production is reported including this change from 1 October for Mitsubishi Corporation's
11.65% interest and 1 November 2024 for Sumitomo Chemical Company's 2.46% interest.
4.On 1 November 2024, Rio Tinto’s ownership interest in Tiwai Point Smelter (NZAS) increased from 79.36% to 100%. Production is reported including this change from 1 November 2024.
5.On 30 November 2023, Rio Tinto's ownership interest in Porto Trombetas increased from 12% to 22%. Production is reported including this change from 1 December 2023.
6.Rio Tinto has a 22.95% shareholding in the Sangaredi mine, but benefits from 45% of production.
7.Borate quantities are expressed as B2O3.
8.On 16 December 2022, Rio Tinto completed the acquisition of 100% of Turquoise Hill Resources Ltd, increasing our ownership interest in Oyu Tolgoi from 33.52% to 66%. Production is
reported including this change from 1 January 2023.
9.Includes 100% of production from Paraburdoo, Mount Tom Price, Western Turner Syncline, Marandoo, Yandicoogina, Brockman, Nammuldi, Silvergrass, Channar, Gudai-Darri and the
Eastern Range mines. While we own 54% of the Eastern Range mine, under the terms of the joint venture agreement, Hamersley Iron manages the operation and is obliged to purchase all
mine production from the joint venture and, therefore, all of the production is included in Rio Tinto’s share of production.
10.Quantities comprise 100% of Rio Tinto Iron and Titanium Quebec Operations and our 74% share of Richards Bay Minerals’ production. Ilmenite mined in Madagascar is processed
in Canada.
Annual Report on Form 20-F 2024
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Production, Mineral Reserves, Mineral Resources and operations
Mineral Resources and Mineral Reserves
Mineral Resources and Mineral Reserves for
Rio Tinto managed operations are reported
in accordance with the Australasian Code for
Reporting of Exploration Results, Mineral
Resources and Ore Reserves, December
2012 (the JORC Code) as required by the
Australian Securities Exchange (ASX). Rio
Tinto also files this Form 20-F with the SEC
and prepares the Form 20-F Mineral
Resources and Mineral Reserves in
accordance with subpart 1300 of Regulation
S-K (SK-1300). Some variations may occur
between the reporting in accordance with the
JORC Code and SK-1300.
A Mineral Resource is a concentration or
occurrence of solid material of economic
interest in or on the Earth’s crust in such
form, grade (or quality), and quantity that
there are reasonable prospects for eventual
economic extraction. Estimates of such
material are based largely on geological
information with only preliminary
consideration of mining, economic and other
factors. While in the judgement of the
Qualified Persons (Competent Persons as
defined by the JORC Code) there are
realistic expectations that all or part of the
Mineral Resources will eventually become
Proven or Probable Mineral Reserves, there
is no guarantee that this will occur as the
result depends on further technical and
economic studies and prevailing economic
conditions in the future.
A Mineral Reserve (or Ore Reserve as
defined by JORC) is the economically
mineable part of a Measured and/or
Indicated Mineral Resource. It includes
diluting materials and allowances for losses,
which may occur when the material is mined
or extracted. It is defined by studies at pre-
feasibility or feasibility level as appropriate,
with the application of modifying factors.
Such studies demonstrate that, at the time of
reporting, extraction can reasonably
be justified.
Rio Tinto’s Mineral Resources are reported
as additional (exclusive) to the reported
Mineral Reserves, with the exception of the
Rincon lithium brines Mineral Resources.
These are reported both inclusive and
exclusive of Mineral Reserves. Reporting of
Mineral Resources inclusive of Mineral
Reserves is industry-standard for in situ
lithium brines.  Exclusive Mineral Resources
for Rincon lithium brines are reported to
satisfy SK-1300 reporting rulings.
For Mineral Resources and Ore Reserves
reporting, the JORC Code envisages the use
of reasonable investment assumptions to
test the economic viability of the Ore
Reserves and the reasonable prospects of
eventual economic extraction for the Mineral
Resources. To achieve this, Rio Tinto uses
internally generated projected long-term
commodity prices.
SK-1300 requires the use of a justifiable
commodity price to test the economic viability
of the Mineral Reserves and the reasonable
prospects of economic extraction for the
Mineral Resources, and prices used in
calculating the estimates must be disclosed.
As a result of the commercial sensitivity of
Rio Tinto’s long-term commodity prices, we
use commercially available consensus
pricing or historical pricing for SEC reporting.
For this reason and others, some Mineral
Resources and Mineral Reserves reported to
the SEC in this Form 20-F may differ from
those Mineral Resources and Ore Reserves
reported in the Annual Report.
Mineral Resources and Mineral Reserves
information in the following tables is based
on information compiled by Qualified
Persons (as defined by SK-1300), most of
whom are full time employees of Rio Tinto or
related companies. Each has had a minimum
of 5 years’ relevant experience and is a
member of a recognised professional body
whose members are bound by a professional
code of ethics. These bodies include the
Australasian Institute of Mining and
Metallurgy (the AusIMM, the Australian
Institute of Geoscientists (AIG) and other
recognised professional organisations
(RPOs). Each Qualified Person consents to
the inclusion in this Form 20-F of information
they have provided in the form and context in
which it appears. Qualified Persons
responsible for the estimates are listed on
page 301, by operation, along with their
professional affiliation, employer, and
accountability for Mineral Resources and/or
Mineral Reserves.
Mineral Resources and Mineral Reserves
from our managed operations are the
responsibility of the managing directors of
the business units and estimates are carried
out by the Qualified Persons.
Mineral Resources and Mineral Reserves
from externally managed operations, in
which Rio Tinto holds a minority share, are
reported as received from the managing
entity and in accordance with SK-1300.
The Mineral Resources and Mineral
Reserves figures in the following tables are
as of 31 December 2024.  Metric units are
used throughout. The figures used to
calculate Rio Tinto’s Mineral Resources and
Mineral Reserves are more precise than the
rounded numbers shown in the tables, hence
small differences might result if the
calculations are repeated using the
tabulated figures.
JORC Table 1 reports for new or materially
changed significant deposits are released to
the market. They are also available at
riotinto.com/resourcesandreserves. JORC
Table 1, SEC Technical Report Summaries
and NI 43-101 Technical Reports generated
by non-managed units or joint venture
partners are referenced within the reporting
footnotes with the location and initial
reporting date identified.
For SEC reporting purposes, the Pilbara
Operations, Oyu Tolgoi, Escondida and
Simandou are considered material to the
Group and hence require submission of a
Technical Report Summary. The Technical
Report Summary for Simandou was filed as
exhibit 96.4 to the Form 20-F for the year
ended 31 December 2023; the Technical
Report Summaries for Escondida and Oyu
Tolgoi were filed as exhibit 96.2 and exhibit
96.3, respectively, to the Form 20-F for the
year ended 31 December 2022 and the
Technical Report Summary for the
Pilbara Operations was filed as exhibit 96.1
to the Form 20-F for the year ended
31 December 2021.
Annual Report on Form 20-F 2024
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Production, Mineral Reserves, Mineral Resources and operations
Mineral Reserves
Type of
mine1   
Proven Mineral Reserves
as at 31 December 2024
Probable Mineral Reserves
as at 31 December 2024
Tonnage
Grade
Tonnage
Grade
Bauxite2
Mt
% Al2O3
% SiO2
Mt
% Al2O3
% SiO2
Rio Tinto Aluminium (Australia)3 4
– Amrun
O/P
466
54.6
8.8
512
54.3
9.1
– East Weipa and Andoom
O/P
55
50.6
8.1
2
48.9
8.5
– Gove
O/P
44
50.0
6.4
4
50.3
6.7
Total (Australia)
565
53.8
8.6
518
54.2
9.1
Porto Trombetas (MRN) (Brazil)5 6
O/P
8
48.0
5.2
37
49.1
4.6
Sangaredi (Guinea)7 8
O/P
74
47.0
1.9
4
48.7
2.5
Total bauxite
648
53.0
7.8
559
53.8
8.7
1.Type of mine: O/P = open pit/surface.
2.Bauxite Mineral Reserves are stated as recoverable Mineral Reserves of marketable product after accounting for all mining and processing losses. Mill recoveries are therefore not shown.
3.Australian bauxite Mineral Reserves are stated as dry tonnes and total alumina and silica grade.
4.Valuations of the Rio Tinto Aluminium bauxite Mineral Reserves are based on specific product pricing based on a long term price of US$43.70/t CFR China for Gove and US$41.12/t CFR
China for Amrun and East Weipa and Andoom .  This price is sourced from leading industry analyst CRU.
5.Porto Trombetas (MRN) Mineral Reserves are stated as dry tonnes, available alumina grade and total reactive silica grade.
6.Porto Trombetas (MRN) Mineral Reserves valuations are based on an average price of US$35.80/t FOB as supplied by the JV partner.
7.Sangaredi Mineral Reserves tonnes are reported on a 3% moisture basis and total alumina and silica grade.
8.Sangaredi Mineral Reserves valuations are based on specific product pricing based on a long term price of US$37.00/t FOB as supplied by the JV partner.
Map-01.jpg
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Production, Mineral Reserves, Mineral Resources and operations  |  Mineral Reserves
Total Mineral Reserves
as at 31 December 2024
Rio Tinto
interest
Rio Tinto
share
recoverable
mineral
Total Mineral Reserves
as at 31 December 2023
Tonnage
Grade
Tonnage
Grade
Mt
% Al2O3
% SiO2
%
Mt
Mt
% Al2O3
% SiO2
978
54.4
9.0
100.0
978
950
54.3
9.1
56
50.5
8.1
100.0
56
72
50.5
8.0
48
50.0
6.4
100.0
48
58
50.2
6.4
1,083
54.0
8.8
1,083
1,080
53.8
8.8
46
48.9
4.7
22.0
46
10
48.9
4.9
78
47.1
1.9
23.0
78
80
47.1
1.9
1,207
53.4
8.2
1,207
1,170
53.3
8.3
Rio Tinto Aluminium
The change in Mineral Reserves classification at Amrun reflects a higher level of confidence in the modifying factors resulting from completion of an access study
and increased confidence in the underlying Mineral Resources as a result of updated orebody knowledge.  A JORC Table 1 in support of this change will be released
to the market contemporaneously with the release of the Annual Report and can be viewed at riotinto.com/resourcesandreserves.
The decrease in Mineral Reserves tonnes at both Andoom and Gove, is due to mining depletion.  Mining operations ceased at East Weipa in 2024.
Porto Trombetas (MRN) 
Mineral Reserves tonnes increased due to the conversion of Mineral Resources to Mineral Reserves at the West Zone Project, following the approval of the
Preliminary Environmental Licence.  A JORC Table 1 in support of this change will be released to the market contemporaneously with the release of the Annual
Report and can be viewed at riotinto.com/resourcesandreserves.
Map-23.jpg
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280
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Production, Mineral Reserves, Mineral Resources and operations  |  Mineral Reserves
Type of
mine1
Proven Mineral Reserves
as at 31 December 2024
Probable Mineral Reserves
as at 31 December 2024
Tonnage
Grade
Tonnage
Grade
Iron ore2 3
Mt
% Fe
% SiO2
% Al2O3
% P
% LOI
Mt
% Fe
% SiO2
% Al2O3
% P
% LOI
Australia4 5
– Brockman Ore
O/P
249
62.1
3.6
2.0
0.14
5.0
1,071
61.2
3.8
2.1
0.12
5.9
– Marra Mamba Ore
O/P
134
62.5
2.8
1.6
0.06
5.4
366
62.1
3.1
1.9
0.06
5.6
– Pisolite (Channel Iron) Ore
O/P
339
57.8
4.7
1.8
0.06
10.3
71
56.1
5.6
2.6
0.05
11.0
Total (Australia)6
722
60.2
4.0
1.9
0.09
7.5
1,508
61.2
3.7
2.1
0.10
6.0
Iron Ore Company of Canada (Canada)7
O/P
85
65.0
2.7
149
65.0
2.7
Simandou (Guinea)8
O/P
68
66.4
0.8
1.2
0.07
2.7
607
65.2
0.9
1.7
0.10
3.8
Total iron ore
876
61.1
3.6
1.6
0.08
6.4
2,264
62.5
2.9
1.8
0.10
5.0
1.Type of mine: O/P = open pit/surface.
2.Mineral Reserves of iron ore are shown as recoverable Mineral Reserves of marketable product after accounting for all mining and processing losses. Mill recoveries are therefore not
shown.
3.Iron ore Mineral Reserves valuations are based on Rio Tinto’s assessment of the various product premiums which are added to consensus pricing for 62% iron fines.  This consensus is the
average of long-term forecasts from eleven brokers/banks (Barclays, BMO, BoAML, Citigroup, Deutsche Bank, Goldman Sachs, HSBC, JP Morgan, Macquarie, Morgan Stanley and UBS)
and two analysts (CRU and Woodmac) and is USc131/dmtu CFR China. The premiums are estimated by Rio Tinto’s value-in-use models that calculate steelmaking cost savings or benefits
arising from differences in product specifications relative to the 62 iron fines index.
4.Australian iron ore Mineral Reserves tonnes are reported on a dry weight basis.
5.Australian iron ore Mineral Reserves are all located on State Agreement mining leases. Prior to mining, state government approvals (including environmental and heritage) are required.
Reported Mineral Reserves include select areas where one or more approvals remain outstanding. In these areas, it is expected that these approvals will be obtained within the time frames
required in the current production schedule.
6.Australian iron ore deposits (Total Australia) are the equivalent of the Pilbara Property for this Form 20-F.
7.Iron Ore Company of Canada (IOC) Mineral Reserves are reported as marketable product (61% pellets and 39% concentrate for sale) at a natural moisture content of 2%. The marketable
product is derived from mined material comprising 208 million dry tonnes at 39% iron, 34% silica, 0.20% alumina, 0.022% phosphorus (Proven) and 358 million dry tonnes at 39% iron, 34%
silica, 0.19% alumina, 0.022% phosphorus (Probable) using process recovery factors derived from current IOC concentrating and pellet operations. No meaningful relationship has been
established between the product and feed grades of alumina and phosphorus, so these grades cannot be reported for Mineral Reserves. Saleable product is produced to meet silica grade
specifications, so the Mineral Reserves silica grade is the targeted silica grade for the currently anticipated long-term product mix. Loss On Ignition (LOI) is not determined for resource
drilling samples, so no estimate of %LOI is available for Mineral Reserves.
8.Simandou Mineral Reserves tonnes are reported on a dry weight basis and Simandou Mineral Reserves relate to the Ouéléba portion only of the SimFer Iron Ore Project.
Map-03.jpg
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Production, Mineral Reserves, Mineral Resources and operations  |  Mineral Reserves
Total Mineral Reserves
as at 31 December 2024
Rio Tinto
interest
Rio Tinto
share
marketable
product
Total Mineral Reserves
as at 31 December 2023
Tonnage
Grade
Tonnage
Grade
Mt
% Fe
% SiO2
% Al2O3
% P
% LOI
%
Mt
Mt
% Fe
% SiO2
% Al2O3
% P
% LOI
1,320
61.4
3.7
2.1
0.13
5.7
86.2
1,320
1,251
61.7
3.6
2.0
0.13
5.6
500
62.2
3.0
1.8
0.06
5.5
80.5
500
555
62.1
3.1
1.9
0.06
5.6
410
57.5
4.9
2.0
0.06
10.4
80.2
410
453
57.6
4.8
1.9
0.05
10.4
2,230
60.9
3.8
2.0
0.10
6.5
2,230
2,260
60.9
3.7
2.0
0.10
6.6
235
65.0
2.7
58.7
235
208
65.0
2.8
675
65.3
0.9
1.7
0.09
3.7
45.1
675
675
65.3
0.9
1.7
0.09
3.6
3,140
62.1
3.1
1.8
0.09
5.4
3,140
3,143
62.1
3.0
1.8
0.09
5.5
Australian Iron Ore
Mineral Reserves updates for Brockman, Marra Mamba and Pisolite Ore include mining depletion, the addition of new deposits and design updates (primarily at
Western Range and Gudai-Darri) and changes to cut-off grades.
Mineral Reserves classification is determined based on confidence in all the modifying factors. Generally, Proven Mineral Reserves are derived from Measured
Mineral Resources  and Probable Mineral Reserves are derived from Indicated Mineral Resources. In 2024, portions of the Mineral Reserves derived from Measured
Mineral Resources have been classified as Probable Mineral Reserves. This classification primarily represents areas where one or more state government approvals
remain outstanding or specific Traditional Owner engagement is required prior to mining.
Iron Ore Company of Canada
Mineral Reserves tonnes increased due to increased prices, offsetting model updates and mining depletion.
Simandou
Mineral Reserves updates reflect a classification change from Proven Mineral Reserves to Probable Mineral Reserves due to geotechnical parameters supporting
design being largely at pre-feasibility study level.
Map-04.jpg
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Production, Mineral Reserves, Mineral Resources and operations  |  Mineral Reserves
Type of
mine1
Proven Mineral Reserves
as at 31 December 2024
Probable Mineral Reserves
as at 31 December 2024
Tonnage
Grade
Tonnage
Grade
Copper2
Mt
% Cu
g/t Au
g/t Ag
% Mo
Mt
% Cu
g/t Au
g/t Ag
% Mo
Bingham Canyon (US)3
– Bingham Open Pit4
O/P
454
0.37
0.18
1.97
0.038
323
0.36
0.18
1.98
0.028
– Underground Skarns
U/G
5
2.21
1.39
14.30
0.022
Total (US)
454
0.37
0.18
1.97
0.038
328
0.38
0.20
2.16
0.028
Escondida (Chile)5
– Full Sal6
O/P
56
0.78
7
0.68
– oxide6
O/P
– sulphide
O/P
953
0.63
360
0.54
– sulphide leach
O/P
365
0.39
79
0.40
Total (Chile)
1,375
0.57
446
0.52
Oyu Tolgoi (Mongolia)7
– Hugo Dummett North8
U/G
255
1.58
0.31
3.25
– Hugo Dummett North Extension
U/G
20
1.68
0.60
3.97
– Oyut open pit
O/P
148
0.54
0.42
1.30
229
0.42
0.26
1.16
– Oyut stockpiles
S/P
41
0.31
0.13
0.98
Total (Mongolia)
148
0.54
0.42
1.30
546
1.00
0.28
2.22
Total copper
1,977
0.52
0.07
0.55
0.009
1,319
0.68
0.17
1.45
0.007
1.Type of mine: O/P = open pit/surface, S/P = stockpile, U/G = underground. 
2.Copper Mineral Reserves are reported as dry mill feed tonnes. 
3.Bingham Canyon Mineral Reserves valuations are based on commodity prices of
USc389.58/lb for copper, US$1,700.53/oz for gold, US$22.20/oz for silver and US$14.50/
lb for molybdenum. These prices are sourced from the average of the available forecasts
from ten brokers/banks (Barclays, BoAML, Citigroup, Credit Suisse, Deutsche Bank,
Goldman Sachs, JP Morgan, Macquarie, Morgan Stanley and UBS) and two analysts
(CRU and Woodmac).
4.Bingham Open Pit Mineral Reserves molybdenum grades interpolated from exploration
drilling assays have been factored based on a long reconciliation history to blast hole and
mill samples.
5.Escondida Mineral Reserves valuations are based on a copper price of USc403/lb
supplied by the JV partner. 
6.For Escondida Mineral Reserves, Full Sal ore type has replaced oxide ore type due to a
change in processing methodology.
7.Oyu Tolgoi Mineral Reserves valuations are based on commodity prices of USc390.00/lb
for copper, US$1,649.00/oz for gold, US$22.10/oz for silver and US$14.20/lb for
molybdenum.  These are based on January 2024 consensus prices sourced from the
average forecasts from ten brokers/banks (Barclays, BoAML, Citigroup, Credit Suisse,
Deutsche Bank, Goldman Sachs, JP Morgan, Macquarie, Morgan Stanley and UBS) and
two analysts (CRU and Woodmac).
8.The Hugo Dummett North Mineral Reserves include approximately 1.3 million tonnes of
stockpiled material at a grade of 0.45% copper, 0.14g/t gold and 1.09g/t silver.
Map-20.jpg
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Production, Mineral Reserves, Mineral Resources and operations  |  Mineral Reserves
Total Mineral Reserves
as at 31 December 2024
Average mill
recovery %
Rio Tinto
interest
Rio Tinto share
recoverable metal
Total Mineral Reserves
as at 31 December 2023
Tonnage
Grade
Tonnage
Grade
Mt
% Cu
g/t Au
g/t Ag
% Mo
Cu
Au
Ag
Mo
%
Mt Cu
Moz Au
Moz Ag
Mt Mo
Mt
% Cu
g/t Au
g/t Ag
% Mo
777
0.36
0.18
1.97
0.034
88
69
71
65
100.0
2.497
3.060
35.021
0.173
829
0.37
0.18
1.98
0.033
5
2.21
1.39
14.30
0.022
92
70
68
54
100.0
0.095
0.145
1.458
0.001
5
2.22
1.39
15.52
0.022
782
0.37
0.19
2.05
0.034
2.591
3.205
36.479
0.174
834
0.38
0.19
2.06
0.033
63
0.77
77
30.0
0.373
30.0
40
0.51
1,313
0.61
85
30.0
6.805
1,291
0.64
445
0.39
41
30.0
0.715
493
0.43
1,820
0.56
7.892
1,824
0.58
255
1.58
0.31
3.25
92
79
81
66.0
3.723
1.994
21.500
265
1.55
0.31
3.21
20
1.68
0.60
3.97
92
81
84
56.0
0.309
0.311
2.123
21
1.60
0.56
3.80
377
0.46
0.32
1.22
76
67
55
66.0
1.335
2.606
8.112
406
0.46
0.30
1.20
41
0.31
0.13
0.98
70
53
50
66.0
0.090
0.089
0.649
38
0.31
0.12
1.04
693
0.90
0.31
2.03
5.458
4.999
32.383
730
0.88
0.30
2.00
3,295
0.59
0.11
0.91
0.008
15.941
8.204
68.863
0.174
3,387
0.59
0.11
0.94
0.008
Bingham Canyon
Underground Skarns Mineral Reserves comprise the Lower Commercial Skarns (LCS) Mineral Reserves and the North Rim Skarn (NRS) Mineral Reserves. It is
noted that the Undergrounds Skarns Mineral Reserves are only economically viable while the current open pit is in operation.
Escondida
Full SaL ore type has replaced oxide ore type. Full SaL is a processing technology that allows the extraction of copper using chlorine-assisted leaching
predominantly for sulphidic material, resulting in an increase in Mineral Reserves. 
Map-06.jpg
Annual Report on Form 20-F 2024
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Production, Mineral Reserves, Mineral Resources and operations  |  Mineral Reserves
Map-07.jpg
Annual Report on Form 20-F 2024
285
riotinto.com
Production, Mineral Reserves, Mineral Resources and operations  |  Mineral Reserves
Map-21.jpg
Annual Report on Form 20-F 2024
286
riotinto.com
Production, Mineral Reserves, Mineral Resources and operations  |  Mineral Reserves
Type of
mine1
Proven Mineral Reserves
as at 31 December 2024
Probable Mineral Reserves
as at 31 December 2024
Tonnage
Grade
Tonnage
Grade
Titanium dioxide feedstock 2 3
Mt
% Ti
minerals
% Zircon
Mt
% Ti
minerals
% Zircon
QIT Madagascar Minerals (QMM) (Madagascar)
O/P
153
3.3
0.2
67
2.9
0.1
Richards Bay Minerals (RBM) (South Africa)
O/P
315
1.5
0.2
542
3.0
0.4
Rio Tinto Iron and Titanium (RTIT) Quebec Operations (Canada)
O/P
143
82.8
Total titanium dioxide feedstock
468
2.1
0.2
751
18.2
0.3
1.Type of mine: O/P = open pit/surface.
2.The marketable product (zircon at RBM and zirsil at QMM) is shown after all mining and processing losses. Titanium dioxide feedstock Mineral Reserves are reported as dry in situ tonnes.
3.QMM and RBM Mineral Reserves valuations are based on commodity prices of US$228.35/t for 53% titanium dioxide product and US$1,587.65/t for 66.5% zircon oxide, adjusted for specific
products produced.  RTIT Quebec Operations Mineral Reserves valuations are based on a commodity price of US$228.35/t for 53% titanium dioxide product, adjusted for specific products
produced.  These prices are sourced from TZMI.
Map-09.jpg
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Production, Mineral Reserves, Mineral Resources and operations  |  Mineral Reserves
Total Mineral Reserves
as at 31 December 2024
Rio Tinto
interest
Rio Tinto share
marketable product
Total Mineral Reserves
as at 31 December 2023
Tonnage
Grade
Tonnage
Grade
Mt
% Ti minerals
% Zircon
%
Mt Titanium
dioxide feedstock
Mt Zircon
Mt
% Ti minerals
% Zircon
220
3.2
0.1
80.0
3.3
0.2
239
3.3
0.1
856
2.5
0.3
74.0
9.4
2.2
879
2.5
0.3
143
82.8
100.0
47.0
151
80.0
1,219
12.0
0.2
59.7
2.4
1,269
11.9
0.3
Map-10.jpg
Annual Report on Form 20-F 2024
288
riotinto.com
Production, Mineral Reserves, Mineral Resources and operations  |  Mineral Reserves
Type of
mine1
Proven Mineral Reserves
as at 31 December 2024
Probable Mineral Reserves
as at 31 December 2024
Total Mineral Reserves
as at 31 December 2024
Tonnage
Tonnage
Tonnage
Borates2
Mt
Mt
Mt
Boron (US)3
O/P
7
5
13
Type of
mine1
Proven Mineral Reserves
as at 31 December 2024
Probable Mineral Reserves
as at 31 December 2024
Total Mineral Reserves
as at 31 December 2024
Tonnage
Grade
Tonnage
Grade
Tonnage
Grade
Diamonds4
Mt
Carats per tonne
Mt
Carats per tonne
Mt
Carats per tonne
Diavik (Canada)5 6
U/G
1.0
2.3
1.2
2.4
2.2
2.3
Type of
mine1
Proven Mineral Reserves
as at 31 December 2024
Probable Mineral Reserves
as at 31 December 2024
Total Mineral Reserves
as at 31 December 2024
Total brine
pumped
Extracted grade
Total brine
pumped
Extracted grade
Total brine
pumped
Extracted grade
Lithium brine7
Mm3
mg/L Li
Mm3
mg/L Li
Mm3
mg/L Li
Rincon (Argentina)8 9
Sol
1,340
350
1,340
350
1.Type of mine: O/P = open pit/surface, U/G = underground, Sol = solution mining. 
2.Mineral Reserves of borates are expressed in terms of marketable product (B2O3) tonnes after all mining and processing losses.
3.Boron Mineral Reserves valuations are based on a three-year trailing weighted average prices of US$1,241/t for sodium borates products and US$1,915/t for non-sodium borates products. 
4.Mineral Reserves of diamonds are shown as recoverable Mineral Reserves of marketable product after accounting for all mining and processing losses. Mill recoveries are therefore
not shown. 
5.Diavik Mineral Reserves valuations are based on a three-year trailing average price of US$115.44/ct. 
6.Diavik Mineral Reserves are based on a nominal 1 millimetre lower cut-off size and a final re-crushing size of 6 millimetres.
7.Mineral Reserves of lithium brine are based on the cumulative brine volume pumped for the entire wellfield over a 40 year duration and the average lithium grade is lithium brine grade from
all wells in the wellfield averaged for pumping period.
8.To obtain the equivalent tonnage for lithium carbonate cquivalent (LCE), the estimated mass of lithium was multiplied by a factor that is based on the atomic weights of each element in
lithium carbonate to obtain the final compound weight. The factor used was 5.322785 to obtain LCE mass from lithium mass.
9.Rincon Mineral Reserves valuations are based on a lithium carbonate price of US$19,439/t.  This price was sourced from CRU.
Map-19.jpg
Annual Report on Form 20-F 2024
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Production, Mineral Reserves, Mineral Resources and operations  |  Mineral Reserves
Rio Tinto
interest
Rio Tinto share
marketable
product
Total Mineral Reserves
as at 31 December 2023
Tonnage
%
Mt
Mt
100.0
13
13
Rio Tinto
interest
Rio Tinto share
recoverable
diamonds
Total Mineral Reserves
as at 31 December 2023
Tonnage
Grade
%
M carats
Mt
Carats per tonne
100.0
5
3.1
2.2
Average
process
recovery
Rio Tinto
interest
Rio Tinto share
recoverable
Li metal
Rio Tinto share
recoverable
LCE
Total Mineral Reserves
as at 31 December 2023
Total brine
pumped
Extracted grade
%
%
Mt
Mt
Mm3
mg/Ll Li
90
100.0
0.42
2.25
Diavik
Mineral Reserves tonnes decreased due to mining depletion offsetting the addition of tonnes from A21 underground.
Rincon
Mineral Reserves were reported for the first time in 2024.  A JORC Table 1 in support of this was released to the market on 4 December 2024 and can be viewed at
riotinto.com/resourcesandreserves.
Map-12.jpg
Annual Report on Form 20-F 2024
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Production, Mineral Reserves, Mineral Resources and operations
Mineral Resources
Likely mining
method1
Measured Mineral Resources
as at 31 December 2024
Indicated Mineral Resources
as at 31 December 2024
Tonnage
Grade
Tonnage
Grade
Bauxite
Mt
% Al2O3
% SiO2
Mt
% Al2O3
% SiO2
Rio Tinto Aluminium (Australia)2 3
Amrun
O/P
129
49.1
11.7
380
49.7
11.8
East Weipa and Andoom
O/P
36
48.0
8.9
Gove
O/P
10
47.7
9.0
0.1
49.5
8.4
North of Weipa
O/P
202
52.0
11.1
Total (Australia)
175
48.8
11.0
583
50.5
11.6
Porto Trombetas (MRN) (Brazil)4 5
O/P
54
46.8
5.9
0.7
49.1
2.5
Sangaredi (Guinea)6 7
O/P
1,357
46.6
2.3
Total bauxite
228
48.3
9.8
1,941
47.8
5.1
1.Likely mining method: O/P = open pit/surface.
2.Rio Tinto Aluminium bauxite Mineral Resources are stated as dry product tonnes and total alumina and silica grades.
3.Valuations of the Rio Tinto Aluminium bauxite Mineral Reserves are based on specific product pricing based on a long term price of US$43.70/t CFR China for Gove and US$41.12/t CFR
China for Amrun, East Weipa and Andoom and North of Weipa.  This price is sourced from leading industry analyst CRU.
4.Porto Trombetas (MRN) Mineral Resources are stated as dry in situ tonnes, available alumina grade and total silica grade.
5.Porto Trombetas (MRN) Mineral Resources valuations are based on an average price of US$36.30/t FOB as supplied by the JV partner.
6.Sangaredi Mineral Resources tonnes are reported on a 3% moisture basis and total alumina and silica grades.
7.Sangaredi Mineral Resources valuations are based on specific product pricing based on a long term price of US$37.00/t FOB as supplied by the JV partner.
Map-13.jpg
Annual Report on Form 20-F 2024
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Production, Mineral Reserves, Mineral Resources and operations  |  Mineral Resources
Total Measured and Indicated Mineral
Resources as at 31 December 2024
Inferred Mineral Resources
as at 31 December 2024
Rio Tinto interest
Tonnage
Grade
Tonnage
Grade
Mt
% Al2O3
% SiO2
Mt
% Al2O3
% SiO2
%
509
49.5
11.8
238
51.4
12.4
100.0
36
48.0
8.9
100.0
10
47.7
9.0
100.0
202
52.0
11.1
1,248
51.8
11.4
100.0
758
50.1
11.4
1,486
51.8
11.6
54
46.8
5.9
7
47.3
5.2
22.0
1,357
46.6
2.3
174
45.8
2.4
23.0
2,169
47.8
5.6
1,667
51.1
10.6
Porto Trombetas (MRN)
Mineral Resources tonnes decreased due to the conversion of Mineral Resources to Mineral Reserves at the West Zone Project and the downgrading of material to
non-resources. A JORC Table 1 in support of this change will be released to the market contemporaneously with the release of the Annual Report and can be viewed
at riotinto.com/resourcesandreserves.
Map-22.jpg
Annual Report on Form 20-F 2024
292
riotinto.com
Production, Mineral Reserves, Mineral Resources and operations  |  Mineral Resources
Likely
mining
method1
Measured Mineral Resources
as at 31 December 2024
Indicated Mineral Resources
as at 31 December 2024
Tonnage
Grade
Tonnage
Grade
Iron ore2 3
Mt
% Fe
% SiO2
% Al2O3
% P
% LOI
Mt
% Fe
% SiO2
% Al2O3
% P
% LOI
Australia
– Boolgeeda
O/P
– Brockman
O/P
418
62.4
3.4
1.8
0.13
4.9
739
62.5
3.3
1.8
0.13
4.8
– Brockman Process Ore
O/P
185
57.2
6.3
4.0
0.16
6.9
356
56.7
6.4
4.2
0.15
7.4
– Channel Iron Deposit
O/P
656
56.2
6.1
2.6
0.05
10.3
1,384
57.2
5.3
2.8
0.07
9.4
– Detrital
O/P
0.4
61.2
4.7
2.7
0.06
4.6
32
60.8
4.6
3.3
0.06
4.2
– Marra Mamba
O/P
153
62.4
2.9
1.5
0.07
5.9
474
62.7
2.5
1.5
0.06
5.9
Total (Australia)4
1,412
58.8
5.0
2.4
0.09
7.8
2,986
59.4
4.5
2.5
0.09
7.4
Iron Ore Company of Canada (Canada)5
O/P
90
40.0
33.7
0.2
0.03
299
38.6
36.2
0.2
0.03
Simandou (Guinea)
O/P
69
67.1
1.8
1.1
0.04
1.1
218
66.2
1.8
1.5
0.05
1.8
Total iron ore
1,572
58.1
6.5
2.2
0.09
7.1
3,504
58.0
7.0
2.2
0.09
6.4
1.Likely mining method: O/P = open pit/surface. 
2.Iron ore Mineral Resources are stated on a dry in situ weight basis. 
3.Iron ore Mineral Resources valuations are based on Rio Tinto’s assessment of the various product premiums which are added to consensus pricing for 62% iron fines.  This consensus is the
average of long-term forecasts from eleven brokers/banks (Barclays, BMO, BoAML, Citigroup, Deutsche Bank, Goldman Sachs, HSBC, JP Morgan, Macquarie, Morgan Stanley and UBS)
and two analysts (CRU and Woodmac) and is USc131/dmtu CFR China. The premiums are estimated by Rio Tinto’s value-in-use models that calculate steelmaking cost savings or benefits
arising from differences in product specifications relative to the 62% iron fines index.
4.Australian iron ore deposits (Total Australia) are the equivalent of the Pilbara Property for SK-1300 reporting. 
5.Iron Ore Company of Canada (IOC) Mineral Resources are stated as in situ material on a dry basis. This in situ material has the potential to produce marketable product (61% pellets and
39% concentrate for sale at a natural moisture content of 2%) comprising 39 million tonnes at 65% iron 2.7% silica (Measured), 210 million tonnes at 65% iron 2.7% silica (Indicated) and
123 million tonnes at 65% iron 2.7% silica (Inferred) using process recovery factors derived from current IOC concentrating and pellet operations. LOI is not determined for resource drilling
samples, so no estimate of %LOI is available for Mineral Resources.
Annual Report on Form 20-F 2024
293
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Production, Mineral Reserves, Mineral Resources and operations  |  Mineral Resources
Total Measured and Indicated Mineral
Resources as at 31 December 2024
Inferred Mineral Resources
as at 31 December 2024
Rio Tinto
interest
%
Tonnage
Grade
Tonnage
Grade
Mt
% Fe
% SiO2
% Al2O3
% P
% LOI
Mt
% Fe
% SiO2
% Al2O3
% P
% LOI
532
57.9
4.8
3.9
0.17
7.6
100.0
1,157
62.5
3.3
1.8
0.13
4.9
4,271
62.3
3.2
1.9
0.13
5.3
75.1
541
56.8
6.3
4.1
0.15
7.2
1,670
56.8
5.9
4.2
0.16
7.8
66.3
2,040
56.9
5.6
2.7
0.06
9.7
3,504
56.2
6.0
3.1
0.08
9.8
68.0
33
60.8
4.6
3.3
0.06
4.3
1,249
60.6
4.4
3.7
0.06
4.1
72.6
627
62.6
2.6
1.5
0.06
5.9
2,761
61.4
3.2
1.8
0.07
6.5
62.9
4,398
59.2
4.6
2.5
0.09
7.6
13,988
59.6
4.4
2.7
0.11
7.0
390
38.9
35.6
0.2
0.03
311
38.6
36.2
0.2
0.03
58.7
287
66.4
1.8
1.4
0.05
1.6
325
65.8
1.3
1.4
0.07
2.9
45.1
5,075
58.1
6.9
2.2
0.09
6.6
14,624
59.3
5.0
2.6
0.10
6.7
Iron Ore Australia
Mineral Resources tonnes have increased as a result of additional drilling and updated resource models offsetting conversion to Mineral Reserves.
Iron Ore Company of Canada
Mineral Resources tonnes updates reflect a transfer from Measured Mineral Resources to Indicated and Inferred Mineral Resources due to the combined impacts of
conversion to Mineral Reserves, geological model updates and price increases.
Annual Report on Form 20-F 2024
294
riotinto.com
Production, Mineral Reserves, Mineral Resources and operations  |  Mineral Resources
Likely
mining
method1
Measured Mineral Resources
as at 31 December 2024
Indicated Mineral Resources
as at 31 December 2024
Tonnage
Grade
Tonnage
Grade
Copper2 3
Mt
% Cu
g/t Au
g/t Ag
% Mo
Mt
% Cu
g/t Au
g/t Ag
% Mo
Winu (Australia)
O/P
464
0.39
0.32
2.24
Bingham Canyon (US)4
– Bingham Open Pit
O/P
40
0.45
0.14
2.44
0.022
23
0.34
0.20
2.75
0.015
– Underground Skarns
U/G
0.1
2.52
1.29
10.41
0.056
12
2.75
1.17
15.17
0.010
Resolution (US)
U/G
398
1.89
3.70
0.042
Total (US)
40
0.46
0.15
2.47
0.022
433
1.83
0.04
3.97
0.040
Escondida (Chile)5
– Escondida - mixed
O/P
8
0.48
– Escondida - oxide
O/P
8
0.38
3
0.53
– Escondida - sulphide
O/P
155
0.43
743
0.54
Total (Chile)
162
0.43
754
0.54
La Granja (Peru)
O/P
59
0.85
Oyu Tolgoi (Mongolia)6
– Heruga ETG
U/G
– Heruga OT
U/G
– Hugo Dummett North7
U/G
35
1.89
0.50
4.26
248
1.39
0.35
3.23
– Hugo Dummett North Extension
U/G
47
1.62
0.55
4.20
– Hugo Dummett South
U/G
– Oyut Open Pit
O/P
12
0.42
0.31
1.07
60
0.34
0.28
1.11
– Oyut Underground
U/G
6
0.48
0.94
1.33
33
0.38
0.62
1.18
Total (Mongolia)
53
1.41
0.51
3.22
387
1.17
0.39
2.85
Total copper
255
0.63
0.13
1.05
0.003
2,097
0.90
0.15
1.84
0.008
1.Likely mining method: O/P = open pit/surface; U/G = underground.
2.Copper Mineral Resources are stated on an in situ dry weight basis.
3.Copper Mineral Resources valuations excluding Oyu Tolgoi and Escondida, are based on commodity prices of USc389.58/lb for copper, US$1,700.53/oz for gold, US$22.20/oz for silver and
US$14.50/lb for molybdenum.  These prices are sourced from the average of the available forecasts from ten brokers/banks (Barclays, BoAML, Citigroup, Credit Suisse, Deutsche Bank,
Goldman Sachs, JP Morgan, Macquarie, Morgan Stanley and UBS) and two analysts (CRU and Woodmac). 
4.Bingham Canyon Open Pit molybdenum grades interpolated from exploration drilling assays have been factored based on a long reconciliation history to blast hole and mill samples.
5.Escondida Mineral Resources valuations are based on a copper price of USc429/lb supplied by the JV partner.
6.Oyu Tolgoi Mineral Resources valuations are based on commodity prices of USc390.00/lb for copper, US$1,649.00/oz for gold, US$22.10/oz for silver and US$14.20/lb for molybdenum. 
These are based on January 2024 consensus prices sourced from the average forecasts from ten brokers/banks (Barclays, BoAML, Citigroup, Credit Suisse, Deutsche Bank, Goldman
Sachs, JP Morgan, Macquarie, Morgan Stanley and UBS) and two analysts (CRU and Woodmac).
7.The Hugo Dummett North Mineral Resources include approximately 0.9 million tonnes of stockpiled material at a grade of 0.35% copper, 0.11g/t gold and 0.85g/t silver.
Annual Report on Form 20-F 2024
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Production, Mineral Reserves, Mineral Resources and operations  |  Mineral Resources
Total Measured and Indicated Mineral
Resources as at 31 December 2024
Inferred Mineral Resources
as at 31 December 2024
Rio Tinto
interest
Tonnage
Grade
Tonnage
Grade
Mt
% Cu
g/t Au
g/t Ag
% Mo
Mt
% Cu
g/t Au
g/t Ag
% Mo
%
464
0.39
0.32
2.24
277
0.41
0.36
2.12
100.0
63
0.41
0.17
2.55
0.019
13
0.19
0.28
3.15
0.006
100.0
12
2.75
1.17
15.11
0.011
14
2.51
0.91
13.92
0.008
100.0
398
1.89
3.70
0.042
624
1.28
2.74
0.031
55.0
473
1.72
0.05
3.84
0.038
651
1.28
0.03
2.99
0.030
8
0.48
6
0.45
30.0
11
0.42
0.6
0.51
30.0
897
0.52
2,875
0.53
30.0
916
0.52
2,882
0.53
59
0.85
1,886
0.50
45.0
841
0.41
0.40
1.44
0.012
56.0
71
0.42
0.30
1.58
0.011
66.0
283
1.45
0.37
3.36
473
0.83
0.29
2.47
66.0
47
1.62
0.55
4.20
90
1.05
0.37
2.85
56.0
483
0.83
0.07
1.87
66.0
71
0.35
0.29
1.11
213
0.29
0.19
1.01
66.0
39
0.40
0.67
1.20
95
0.41
0.42
1.25
66.0
440
1.20
0.40
2.90
2,265
0.60
0.28
1.76
0.005
2,352
0.87
0.15
1.76
0.008
7,960
0.60
0.09
0.82
0.004
Winu
Mineral Resources updates reflect a change in classification methodology. A JORC Table 1 in support of this change will be released to the market
contemporaneously with the release of the Annual Report and can be viewed at riotinto.com/resourcesandreserves.
Bingham Canyon
Underground Skarns Mineral Resources represent the combined Mineral Resources from the various underground deposits at Bingham Canyon. Underground
Skarns Mineral Resources silver grades reflect corrections made after identifying errors in North Rim Skarns legacy assay data.
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Production, Mineral Reserves, Mineral Resources and operations  |  Mineral Resources
Likely mining
method1
Measured Mineral Resources
as at 31 December 2024
Indicated Mineral Resources
as at 31 December 2024
Tonnage
Grade
Tonnage
Grade
Titanium dioxide feedstock2 3
Mt
% Ti minerals
% Zircon
Mt
% Ti minerals
% Zircon
QIT Madagascar Minerals (QMM) (Madagascar)
O/P
356
4.3
0.2
318
4.0
0.2
Richards Bay Minerals (RBM) (South Africa)
O/P
7
12.0
8.0
Rio Tinto Iron and Titanium (RTIT) Quebec Operations (Canada)
O/P
19
82.0
9
81.8
Total titanium dioxide feedstock
375
8.3
0.2
334
6.2
8.2
1.Likely mining method: O/P = open pit/surface.
2.Titanium dioxide feedstock Mineral Resources are reported as dry in situ tonnes.
3.QMM and RBM Mineral Resources valuations are based on commodity prices of US$228.35/t for 53% titanium dioxide product and US$1,587.65/t for 66.5% zircon oxide, adjusted for
specific products produced.  RTIT Quebec Operations Mineral Resources valuations are based on a commodity price of US$228.35/t for 53% titanium dioxide product adjusted for specific
products produced.  These prices are sourced from TZMI.
Map-16.jpg
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Production, Mineral Reserves, Mineral Resources and operations  |  Mineral Resources
Total Measured and Indicated Mineral
Resources as at 31 December 2024
Inferred Mineral Resources
as at 31 December 2024
Rio Tinto
interest
Tonnage
Grade
Tonnage
Grade
Mt
% Ti minerals
% Zircon
Mt
% Ti minerals
% Zircon
%
674
4.2
0.2
477
3.9
0.2
80.0
7
12.0
8.0
74.0
28
82.0
25
79.7
100.0
709
7.3
4.0
502
7.7
0.2
Rio Tinto Iron and Titanium (RTIT) Quebec Operations
Mineral Resources tonnes increased due to the inclusion of additional drilling at the Grader deposit. A JORC Table 1 in support of this change will be released to the
market contemporaneously with the release of the Annual Report and can be viewed at riotinto.com/resourcesandreserves.
Map-17.jpg
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Production, Mineral Reserves, Mineral Resources and operations  |  Mineral Resources
Likely mining
method1
Measured Mineral Resources
as at 31 December 2024
Indicated Mineral Resources
as at 31 December 2024
Tonnage
Tonnage
Borates2
Mt
Mt
Jadar (Serbia)3 4
U/G
14
Likely mining
method1
Measured Mineral Resources
as at 31 December 2024
Indicated Mineral Resources
as at 31 December 2024
Tonnage
Grade
Tonnage
Grade
Diamonds5
Mt
Carats per tonne
Mt
Carats per tonne
Diavik (Canada)6
U/G
Likely mining
method1
Measured Mineral Resources
as at 31 December 2024
Indicated Mineral Resources
as at 31 December 2024
Tonnage
Grade
Tonnage
Grade
Lithium5
Mt
% Li2O
Mt
% Li2O
Jadar (Serbia)4
U/G
85
1.76
Likely
mining
method1
Measured Mineral Resources
as at 31 December 2024
Indicated Mineral  Resources
as at 31 December 2024
Total brine
volume
Grade
Lithium
metal
LCE
Total brine
volume
Grade
Lithium
metal
LCE
Lithium brine - exclusive of Reserves7
Mm3
mg/L Li
Mt
Mt
Mm3
mg/L Li
Mt
Mt
Rincon (Argentina)8 9
Sol
600
330
0.25
1.31
2,228
308
1.05
5.58
Likely
mining
method1
Measured Mineral Resources
as at 31 December 2024
Indicated Mineral  Resources
as at 31 December 2024
Total brine
volume
Grade
Lithium
metal
LCE
Total brine
volume
Grade
Lithium
metal
LCE
Lithium brine - inclusive of Reserves7
Mm3
mg/L Li
Mt
Mt
Mm3
mg/L Li
Mt
Mt
Rincon (Argentina)8 9
Sol
748
394
0.29
1.54
3,419
432
1.48
7.85
1.Type of mine: U/G = underground, Sol = solution mining.
2.Borates Mineral Resources are stated as dry in situ B2O3, rather than marketable product as in Mineral Reserves.
3.Jadar equivalent dry in situ Mineral Resources comprise of 85 million tonnes at 16.1% B2O3 (Indicated) and 58.0 million tonnes at 12.0% B2O3 (Inferred).
4.Jadar Mineral Resources valuations are based on commodity prices of US$19.439/t for lithium carbonate and US$1,495/t for boric acid.  These prices were sourced from CRU.
5.Diamond and lithium Mineral Resources are stated as dry in situ tonnes.
6.Diavik Mineral Resources valuations are based on a 3-year trailing average price of US$106.12/ct.
7.Lithium brine Mineral Resources are reported in situ and both inclusive and exclusive of Mineral Reserves. It should be noted that for other commodities Rio Tinto normally reports Mineral
Resources exclusive of Mineral Reserves, but such methodology is not considered appropriate for lithium brines. However the SEC SK-1300 reporting requirements require Mineral
Resources to be reported exclusive of Mineral Reserves and as such this methodology is also presented. The exclusive Mineral Resources volumes are calculated by subtracting the
extracted Measured volumes from the in situ Measured volumes and the extracted Indicated volumes from the in situ Indicated volumes. Inferred volumes are not modified. The exclusive
Mineral Resources grades were calculated by back-calculating the average lithium grade after mining based on the lithium mass after mining and the total brine volume prior to mining (to
account for zones with dilute concentrations in the total brine volume). It is noted that the average lithium grade after mining is highly uncertain due to the dynamic nature of the brine system.
8.Rincon Mineral Resources lithium metal and LCE tonnages are in situ values assuming 100% recovery as per standard brine reporting practices.  To obtain the equivalent tonnage for LCE,
the estimated mass of lithium was multiplied by a factor that is based on the atomic weights of each element in lithium carbonate to obtain the final compound weight. The factor used was
5.322785 to obtain LCE mass from lithium mass.
9. Rincon Mineral Resources valuations are based on a lithium carbonate price of  US$19,439/t.  This price was sourced from CRU.
Annual Report on Form 20-F 2024
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Production, Mineral Reserves, Mineral Resources and operations  |  Mineral Resources
Total Measured and Indicated Mineral
Resources as at 31 December 2024
Inferred Mineral Resources
as at 31 December 2024
Rio Tinto
interest
Tonnage
Tonnage
Mt
Mt
%
14
7
100.0
Total Measured and Indicated Mineral
Resources as at 31 December 2024
Inferred Mineral Resources
as at 31 December 2024
Rio Tinto
interest
Tonnage
Grade
Tonnage
Grade
Mt
Carats per tonne
Mt
Carats per tonne
%
0.1
1.6
100.0
Total Measured and Indicated Mineral
Resources as at 31 December 2024
Inferred Mineral Resources
as at 31 December 2024
Rio Tinto
interest
Tonnage
Grade
Tonnage
Grade
Mt
% Li2O
Mt
% Li2O
%
85
1.76
58
1.87
100.0
Total Measured and Indicated  Mineral Resources
as at 31 December 2024
Inferred Mineral Resources
as at 31 December 2024
Rio Tinto
interest
Total brine
volume
Grade
Lithium
metal
LCE
Total brine
volume
Grade
Lithium
metal
LCE
Mm3
mg/L Li
Mt
Mt
Mm3
mg/L Li
Mt
Mt
%
2,828
312
1.30
6.92
1,148
374
0.43
2.29
100.0
Total Measured and Indicated  Mineral Resources
as at 31 December 2024
Inferred Mineral Resources
as at 31 December 2024
Rio Tinto
interest
Total brine
volume
Grade
Lithium
metal
LCE
Total brine
volume
Grade
Lithium
metal
LCE
Mm3
mg/L Li
Mt
Mt
Mm3
mg/L Li
Mt
Mt
%
4,167
425
1.77
9.39
1,148
374
0.43
2.29
100.0
Diavik
With the pending closure of Diavik, the majority of Mineral Resources have been downgraded to non-Resources.
Rincon
Mineral Resources were reported for the first time in 2024. A JORC Table 1 in support of this was released to the market on 4 December 2024 and can be viewed
can be viewed at riotinto.com/resourcesandreserves.
Map-18.jpg
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Production, Mineral Reserves, Mineral Resources and operations  |  Mineral Resources
Mineral Resources and Mineral
Reserves governance and
internal controls
Rio Tinto has well-established governance
processes and internal controls to support
the generation and publication of Mineral
Resources and Mineral Reserves, including
a series of business unit and product group
structures and processes independent of
operational reporting.
Audit & Risk Committee
The Audit & Risk Committee’s remit includes
the governance of Mineral Resources and
Mineral Reserves. This includes an annual
review of Mineral Resources and Mineral
Reserves at a Group level, as well as a
review of findings and progress from the
Group Internal Audit program.
Ore Reserves Steering Committee
The Ore Reserves Steering Committee
(ORSC), chaired by the Chief Technical
Officer, Development & Technology, meets at
least quarterly. The ORSC comprises senior
representatives across our technical,
financial, governance and business groups,
and oversees the appointment of Qualified
Persons nominated by the business units;
reviews Exploration Results, Mineral
Resources or Mineral Reserves releases
prior to public reporting; and oversees the
development of the Group Mineral
Resources and Mineral Reserves standards
and guidance.
Orebody Knowledge Centre
of Excellence
The Orebody Knowledge Centre of
Excellence contains a dedicated Orebody
Knowledge Technical Assurance team.
Orebody Knowledge Technical Assurance, in
conjunction with the ORSC, is the guardian
and author of Group Mineral Resources and
Mineral Reserves standards and guidance,
and is responsible for the governance and
compilation of Group Mineral Resources,
Mineral Reserves and reconciliation
reporting. The Technical Assurance team
also advises on disclosure obligations,
monitors the external reporting environment
and facilitates internal audits.
Internal Auditing
Mineral Resources and Mineral Reserves
internal audits are conducted by independent
external consulting personnel in a
programme managed by Orebody
Knowledge Technical Assurance. Material
findings are reported outside of the product
group reporting line to the ORSC, and all
reports and action plans are reviewed by the
ORSC for alignment to internal and external
reporting standards.
During 2024, three internal Mineral
Resources and Mineral Reserves audits
were completed.
Geoscientific information management
and assurance
We employ industry-standard drilling,
sampling, assaying and quality assurance/
quality control (QA/QC) practices supported
by formally documented procedures.
Diamond core and reverse circulation are our
primary drilling methods. We use other
methods such as sonic and air core if
appropriate for the style of deposit. Drill hole
locations are typically confirmed by high-
precision differential Global Positioning
System (GPS) and down-hole trace
positioning is primarily achieved by
gyroscopic survey.
Drill sample recovery is typically recorded,
and all geological data is collected by
qualified geoscientific professionals.
Geological logging consistency is secured
via formal logging procedures and training,
reference materials, application of geological
code libraries and digital logging directly to
the geological database.
On-site or commercial laboratories provide
appropriate analytical (assaying) techniques,
according to the commodity and style of
deposit. Reliability of assay data is
maintained via QA/QC procedures, which
monitor assay accuracy and precision
through the analysis of blanks, sample
duplicates and matrix-matched certified
reference materials.
Our geoscientific information management
standard is the industry-leading acQuire
system and we employ strict QA/QC criteria
to ensure only high-quality assay data is
uploaded to a project’s database.
Mineral Resources and Mineral
Reserves risk management
Risks to our Mineral Resources and
Mineral Reserves estimates are managed
through comprehensive risk assessments
undertaken in support of the annual reporting
cycle. Risks are identified and managed by
verifying controls, determining and
undertaking suitable actions to remove or
reduce the risk, conducting reviews, and
maintaining compliance with standards and
procedures. Risks are managed through a
commercial risk management solution.
At the end of each reporting cycle, we
analyse the Mineral Resources and Mineral
Reserves risks across all business units to
ensure both consistency of reporting and
determine any Group-wide risks to the
various processes.
Annual Report on Form 20-F 2024
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Production, Mineral Reserves, Mineral Resources and operations
Qualified Persons
Association(a)
Employer
Accountability
Deposits
Bauxite
A McIntyre
AusIMM
Rio Tinto
Resources
Gove, East Weipa and Andoom, North of Weipa, Amrun
W Saba
AusIMM
Reserves
Gove, East Weipa and Andoom, Amrun
M Alpha Diallo
EFG
Compagnie des Bauxites de Guinée
Resources
Sangaredi
M Keersemaker
AusIMM
External consultant to Compagnie
des Bauxites de Guinée
Reserves
R Aglinskas
AusIMM
Mineração Rio do Norte
Resources
Porto Trombetas (MRN)
L H Costa
AusIMM
External consultants to Mineração
Rio do Norte
Reserves
Borates
B Griffiths
SME
Rio Tinto
Resources & Reserves
Boron
Copper
D Hlorgbe
AusIMM
Rio Tinto
Resources
Resolution(b)(c)
H Martin
AusIMM
Resources
A Schwarz
AusIMM
Resources
O Togtokhbayar
AusIMM
Rio Tinto
Resources
Oyu Tolgoi(b) (c) (d)
B Ndlovu
AusIMM
Reserves
N Robinson
AusIMM
Reserves
R Hayes
AusIMM
Rio Tinto
Resources
Bingham Canyon(b) (c) (d)
G Austin
AusIMM
Resources
P Rodriguez
AusIMM
Resources
C McArthur
AusIMM
Reserves
E Hoffmann
AusIMM
Reserves
R Maureira
AusIMM
Minera Escondida Ltda.
Resources
Escondida
E Mulet Cortes
AusIMM
Resources
Chimborazo, Pampa Escondida(d), Pinta Verde
P Castillo
AusIMM
Reserves
Escondida
J Marshall
AusIMM
Rio Tinto
Resources
La Granja
J Pocoe
AusIMM
Rio Tinto
Resources
Winu(b) (d)
Diamonds
K Pollock
NAPEG
Rio Tinto
Resources
Diavik
Z Li
NAPEG
Reserves
Iron ore
M Styles
AusIMM
Rio Tinto
Resources
Simandou
M Apfel
AusIMM
Reserves
M McDonald
PEGNL
Rio Tinto
Resources
Iron Ore Company of Canada
B Power
PEGNL
Resources
R Way
PEGNL
Resources
R Williams
PEGNL
Reserves
S Roche
AusIMM
Reserves
N Brajkovich
AusIMM
Rio Tinto
Resources
Rio Tinto Iron Ore – Boolgeeda, Brockman, Brockman
Process Ore, Channel Iron Deposit, Detrital, Marra Mamba
M Judge
AusIMM
Resources
E Barron
AusIMM
Resources
P Savory
AusIMM
Resources
O Abdrashitova
AusIMM
Resources
P Barnes
AusIMM
Reserves
Rio Tinto Iron Ore – Brockman Ore, Marra Mamba Ore,
Pisolite (Channel Iron) Ore
L Fouche
AusIMM
Reserves
A Ghosh
AusIMM
Reserves
A Leong
AusIMM
Reserves
L Vilela Couto
AusIMM
Reserves
B Satria Yudha
AusIMM
Reserves
Lithium
I Misailovic
EFG
Rio Tinto
Resources
Jadar(e)
D Tanaskovic
EFG
M Rosko
SME
External consultants to Rio Tinto
Resources &
Reserves
Rincon
M Zivic
SME
B Foster
AusIMM
Rio Tinto
Reserves
Titanium dioxide feedstock
J Dumouchel
OGQ
Rio Tinto
Resources
Rio Tinto Iron and Titanium Quebec Operations
(RTIT Quebec Operations)
F Kerr-Gillespie
OGQ
Resources
J Solorzano
OIQ
Reserves
A Cawthorn-Blazeby
SACNASP
Rio Tinto
Resources
Richards Bay Minerals (RBM)(f)
S Mnunu
SACNASP
Reserves
A Louw
AusIMM
Rio Tinto
Resources
QIT Madagascar Minerals (QMM)(f)
P Kluge
SAIMM
Reserves
(a)AusIMM: Australasian Institute of Mining and Metallurgy
EFG: European Federation of Geologists
NAPEG: Association of Professional Engineers;
Geologists and Geophysicists of the Northwest
Territories
OGQ: L’Ordre des Géologues du Québec
OIQ: L’Ordre des Ingénieurs du Québec
PEGNL: Professional Engineers and Geoscientists
Newfoundland and Labrador
SACNASP: South African Council for Natural Scientific
Professions
SAIMM: South African Institute of Mining and Metallurgy
SME: Society of Mining, Metallurgy and Exploration
(b)Includes silver
(c)includes molybdenum
(d)Includes gold
(e)Includes borates
(f)Includes zircon
Annual Report on Form 20-F 2024
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Production, Mineral Reserves, Mineral Resources and operations
Mines and production facilities
Group mines as at 31 December 2024
Iron Ore
Production properties
Property
Australian Pilbara
Operations
Mine
Hamersley Iron:
Brockman 2
Brockman 4
Channar
Gudai-Darri
Marandoo
Mount Tom Price
Nammuldi
Paraburdoo
Silvergrass
Western Turner
Syncline
Yandicoogina
Ownership
100% Rio Tinto
Operator
Rio Tinto
Location
Pilbara region,
Western Australia
Access and infrastructure
Access and infrastructure within the property includes:
a network of sealed and unsealed roads connecting to
public roads and highways
public and Rio Tinto-operated airports
a Hamersley and Robe owned integrated heavy haulage
rail network, operated by Pilbara Iron comprising nearly
2,000km of rail, rail cars and locomotives
four shipping terminals, located at Dampier and Cape
Lambert and managed as a single port system
water piping networks for both abstracted water and
supply of fresh water to sites
managed accommodation villages for fly-in fly-out (FIFO)
sites
a housing portfolio managing properties in the towns of
Dampier, Wickham, Karratha, Pannawonica, Paraburdoo
and Tom Price
tailings storage facilities at several mine sites.
All assets are subject to routine inspections and ongoing
investment and maintenance programs to ensure these
remain fit for purpose.
Title/lease/acreage
Agreements for life of mine with the Government of Western
Australia, save for the Yandicoogina mining lease, which
expires in 2039 with an option to extend for 21 years.
Mount Tom Price, Marandoo, Brockman 2, Brockman 4,
Nammuldi and Western Turner Syncline Mineral and Mining
Leases held under Iron Ore (Hamersley Range) Agreement
Act 1963.
Area of ML4SA approximately 79,469 hectares (ha).
Area of M272SA approximately 14,136ha.
Gudai-Darri Mineral Lease held under Iron Ore (Mount
Bruce) Agreement Act 1972.
Area of ML252SA approximately 67,616ha.
Paraburdoo Mineral Lease held under Iron Ore (Hamersley
Range) Agreement Act 1968.
Area of ML246SA approximately 12,950ha.
Channar Mining Lease held under Iron Ore (Channar Joint
Venture) Agreement Act 1987. Mining lease expires in 2028
with an option to extend by up to 5 years.
Area of M265SA approximately 5,965ha.
Yandicoogina Mining Lease held under Iron Ore
(Yandicoogina) Agreement Act 1996.
Area of M274SA approximately 30,550ha.
Key permit conditions
State Agreement conditions are set by the Government of
Western Australia and broadly comprise environmental
compliance and reporting obligations; closure and
rehabilitation considerations; local procurement and
community initiatives/investment requirements; and
payment of taxes and government royalties.
The current business also operates under an Indigenous
Land Use Agreement (ILUA) which includes commitments
for payments made to trust accounts; Indigenous
employment and business opportunities; and heritage and
cultural protections.
History
Mount Tom Price began operations in 1966, followed by Paraburdoo
in 1974. During the 1990s, Channar (1990), Brockman 2 (1992),
Marandoo (1994) and Yandicoogina (1998) achieved first ore.
Nammuldi achieved first ore in 2006 followed by Brockman 4 (2010),
Western Turner Syncline (2011) and Silvergrass (2017). The latest
addition to the network of Hamersley Iron mines, Gudai-Darri, had
first ore railed in December 2021, and commissioned its primary
crusher in the second quarter of 2022.
Property description/type of mine
All mines operated by Rio Tinto within the property are open pit
mines. The mining method employed uses conventional surface
mining, whereby shovels and loaders are used to load drilled and
blasted material into trucks for removal to waste dumps and
stockpiles or feed to process plants. In addition to mining activities,
Rio Tinto conducts both exploration and development drilling across
the property.
This Property is considered a production stage property for
SK-1300 reporting purposes.
Type of mineralisation
Brockman 2, Brockman 4, Channar, Gudai-Darri, Tom Price,
Paraburdoo and Western Turner Syncline: mineralisation occurs as
haematite/goethite within the banded iron formation of the Brockman
Formation. Detrital deposits also occur at these sites. At Brockman 2,
Brockman 4, Tom Price and Western Turner Syncline, some
goethite/haematite within the banded iron formation of the Marra
Mamba Formation also occurs.
Marandoo, Nammuldi and Silvergrass: mineralisation occurs as goethite/
haematite within the banded iron formation of the Marra Mamba
Formation. Some detrital mineralisation also occurs.
Yandicoogina: goethite mineralisation occurs as pisolite ores within
the paleo-channel of a channel iron formation.
Processing plants and other available facilities
At Brockman 2, Brockman 4, the Nammuldi dry plant and Gudai-Darri,
dry crushing and screening is used to produce lump and fines iron ore
products. Ore from the Silvergrass and Nammuldi mines is blended
and processed through a wet scrubbing and screening plant, ahead of
desliming of the fines product using hydrocyclones. At Marandoo, wet
scrubbing and screening is used to produce lump and fines iron ore
products, prior to desliming of fines products using hydrocyclones. Ore
from the Channar and Paraburdoo mines is crushed and then
processed through a central tertiary crushing and dry screening plant to
produce a dry lump product, with further wet processing of the fines
using hydrocyclones to remove slimes. Ore from the Tom Price and
Western Turner Syncline mines is directed to either the high-grade
plant for dry crushing and screening to dry lump and fines products, or
to the low-grade plant for beneficiation. Heavy media separation is
used to beneficiate low-grade lump, and a combination of heavy media
hydrocyclones and spirals is used to beneficiate the low-grade fines. At
Yandicoogina, ore is crushed to fines product only through a
combination of dry crushing and screening, or crushing and wet
processing of ore using classification to remove finer particles.
The processing plants within the Hamersley Iron network vary
considerably in age, and many plants have been subject to
brownfields development since original construction. All plants are
subject to an ongoing regime of sustaining capital investment and
maintenance, underpinned by asset integrity audits, engineering
inspections, engineering life cycles for key equipment and safety
inspections and audits.
Power source
Supplied through the integrated Hamersley and Robe power
network operated by Pilbara Iron.
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Production, Mineral Reserves, Mineral Resources and operations  |  Mines and production facilities
Property
Australian Pilbara
Operations
Mine
Bao-HI Joint Venture:
Eastern Range and
Western Range
mines
Ownership
54% Rio Tinto
Rio Tinto owns 54% of
the Bao-Hi joint venture
with the remaining 46%
held by China Baowu
Group
Operator
Rio Tinto
Location
Pilbara region,
Western Australia
Access and infrastructure
Access and infrastructure within the property includes:
a network of sealed and unsealed roads connecting to public
roads and highways
public and Rio Tinto-operated airports
a Hamersley and Robe owned integrated heavy haulage rail
network, operated by Pilbara Iron comprising nearly
2,000km of rail, rail cars and locomotives
four shipping terminals, located at Dampier and Cape
Lambert and managed as a single port system
water piping networks for both abstracted water and supply
of fresh water to sites
managed accommodation villages for FIFO sites
a housing portfolio managing properties in the towns of
Dampier, Wickham, Karratha, Pannawonica, Paraburdoo and
Tom Price
tailings storage facilities at several mine sites.
All assets are subject to routine inspections and ongoing
investment and maintenance programs to ensure these remain
fit for purpose.
Title/lease/acreage
Eastern Range and Western Range Mineral Lease held under
Iron Ore (Hamersley Range) Agreement Act 1968. Area of
ML4SA approximately 79,469ha. Area of ML246SA
approximately 12,950ha.
Key permit conditions
State Agreement conditions are set by the Government of
Western Australia and broadly comprise environmental
compliance and reporting obligations; closure and rehabilitation
considerations; local procurement and community initiatives/
investment requirements; and payment of taxes and government
royalties.
The current business also operates under an ILUA which
includes commitments for payments made to trust accounts;
Indigenous employment and business opportunities; and
heritage and cultural protections.
History
The Bao-HI joint venture was established in 2002 and has
delivered sales of more than 200 million tonnes of iron ore to
China. First ore from Eastern Range was delivered in 2004.
In 2022, the Bao-HI joint venture was extended with a
commitment to deliver 275 million tonnes of sales of iron ore to
China. First ore from Western Range was delivered in 2024
utilising existing infrastructure, with a new crusher at Western
Range mine planned to be operational in 2025.
Property description/type of mine
All mines operated by Rio Tinto within the property are open pit
mines. The mining method employed uses conventional
surface mining, whereby shovels and loaders are used to load
drilled and blasted material into trucks for removal to waste
dumps or feed to process plants. In addition to mining activities,
Rio Tinto conducts both exploration and development drilling
across the property.
This Property is considered a production stage property for
SK-1300 reporting purposes.
Type of mineralisation
Mineralisation at Eastern Range and Western Range occurs as
haematite/goethite mineralisation hosted within the banded iron
formations of the Brockman Formation.
Processing plants and other available facilities
Ore from the Eastern Range and Western Range mines is
crushed and then processed through the central Paraburdoo
tertiary crushing and dry screening plant to produce a dry lump
product, with further wet processing of the fines product using
hydrocyclones to remove slimes.
The processing plants within the Hamersley Iron network vary
considerably in age, and many plants have been subject to
brownfields development since original construction. All plants
are subject to an ongoing regime of sustaining capital
investment and maintenance, underpinned by asset integrity
audits, engineering inspections, engineering life cycles for key
equipment and safety inspections and audits.
Power source
Supplied through the integrated Hamersley and Robe power
network operated by Pilbara Iron.
Property
Australian Pilbara
Operations
Mine
Hope Downs 1
Ownership
50% Rio Tinto
50% Hancock
Prospecting Pty Ltd
Operator
Rio Tinto
Location
Pilbara region,
Western Australia
Access and infrastructure
Access and infrastructure within the property includes:
a network of sealed and unsealed roads connecting to public
roads and highways
public and Rio Tinto-operated airports
a Hamersley and Robe-owned integrated heavy haulage rail
network, operated by Pilbara Iron comprising nearly
2,000km of rail, rail cars and locomotives
four shipping terminals, located at Dampier and Cape
Lambert and managed as a single port system
water piping networks for both abstracted water and supply
of fresh water to sites
managed accommodation villages for FIFO sites
tailings storage facilities at several mine sites.
All assets are subject to routine inspections and ongoing
investment and maintenance programs to ensure these remain
fit for purpose.
Title/lease/acreage
Mining lease expires in 2027 with 2 options to extend of
21 years each. Mining lease held under Iron Ore (Hope Downs)
Agreement Act 1992. Area of M282SA approximately
57,222ha.
Key permit conditions
State Agreement conditions are set by the Western Australian
Government and broadly comprise environmental compliance
and reporting obligations; closure and rehabilitation
considerations; local procurement and community initiatives/
investment requirements; and payment of taxes and
government royalties.
The current business also operates under an ILUA which
includes commitments for payments made to trust accounts,
Indigenous employment and business opportunities, and
heritage and cultural protections.
History
Joint venture between Rio Tinto and Hancock Prospecting.
Construction of Stage 1 to 22Mtpa commenced 2006 and
first production occurred 2007. Stage 2 to 30Mtpa
completed 2009.
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Production, Mineral Reserves, Mineral Resources and operations  |  Mines and production facilities
Group mines as at 31 December 2024
Iron Ore continued
Property
Australian Pilbara
Operations
Mine
Hope Downs 1
Ownership
50% Rio Tinto
50% Hancock
Prospecting Pty Ltd
Operator
Rio Tinto
Location
Pilbara region,
Western Australia
Property description/type of mine
All mines operated by Rio Tinto within the property are open pit
mines. The mining method employed uses conventional
surface mining, where shovels and loaders are used to load
drilled and blasted material into trucks for removal to waste
dumps or feed to process plants.
In addition to mining activities, Rio Tinto conducts both
exploration and development drilling across the property.
This Property is considered a production stage property for
SK-1300 reporting purposes.
Type of mineralisation
Mineralisation at Hope Downs 1 occurs as goethite/haematite
within the banded iron formations of the Marra Mamba and
haematite/goethite within the banded iron formation of the
Brockman Formation. Some detrital mineralisation also occurs.
Processing plants and other available facilities
Ore from Hope Downs 1 is processed through the Hope Downs
1 processing plant, which utilises dry crushing and screening to
produce lump and fines iron ore products.
The processing plants within the Hamersley Iron network vary
considerably in age, and many plants have been subject to
brownfields development since original construction. All plants
are subject to an ongoing regime of sustaining capital
investment and maintenance, underpinned by asset integrity
audits, engineering inspections, engineering life cycles for key
equipment and safety inspections and audits.
Power source
Supplied through the integrated Hamersley and Robe power
network operated by Pilbara Iron.
Property
Australian Pilbara
Operations
Mine
Hope Downs 4
Ownership
50% Rio Tinto
50% Hancock
Prospecting Pty Ltd
Operator
Rio Tinto
Location
Pilbara region,
Western Australia
Access and infrastructure
Access and infrastructure within the property includes:
a network of sealed and unsealed roads connecting to public
roads and highways
public and Rio Tinto-operated airports
a Hamersley and Robe owned integrated heavy haulage rail
network, operated by Pilbara Iron comprising nearly
2,000km of rail, rail cars and locomotives
four shipping terminals, located at Dampier and Cape
Lambert and managed as a single port system
water piping networks for both abstracted water and supply
of fresh water to sites
managed accommodation villages for FIFO sites
tailings storage facilities at several mine sites.
All assets are subject to routine inspections and ongoing
investment and maintenance programs to ensure these remain
fit for purpose.
Title/lease/acreage
Mining lease expires in 2027 with two options to extend of
21 years each. Mining lease held under Iron Ore (Hope Downs)
Agreement Act 1992. Area of M282SA approximately
57,222ha.
Key permit conditions
State Agreement conditions are set by the Government of
Western Australia and broadly comprise environmental
compliance and reporting obligations; closure and rehabilitation
considerations; local procurement and community initiatives/
investment requirements; and payment of taxes and
government royalties.
The current business also operates under an ILUA which
includes commitments for payments made to trust accounts;
Indigenous employment and business opportunities; and
heritage and cultural protections.
History
Joint venture between Rio Tinto and Hancock Prospecting.
Construction of wet plant processing to 15Mtpa commenced
2011 and first production occurred 2013.
Property description/type of mine
All mines operated by Rio Tinto within the property are open pit
mines. The mining method employed uses conventional
surface mining, where shovels and loaders are used to load
drilled and blasted material into trucks for removal to waste
dumps or feed to process plants.
In addition to mining activities, Rio Tinto conducts both
exploration and development activities across the property.
This Property is considered a production stage property for
SK-1300 reporting purposes.
Type of mineralisation
Mineralisation at Hope Downs 4 occurs as haematite/goethite
mineralisation hosted within the banded iron formations of the
Brockman Formation.
Processing plants and other available facilities
Ore from Hope Downs 4 is processed through the Hope Downs
4 processing plant. Wet scrubbing and screening are used to
separate lump and fines products, prior to desliming of fines
product using hydrocyclones.
The processing plants within the Hamersley Iron network vary
considerably in age, and many plants have been subject to
brownfields development since original construction. All plants
are subject to an ongoing regime of sustaining capital
investment and maintenance, underpinned by asset integrity
audits, engineering inspections, engineering life cycles for key
equipment and safety inspections and audits.
Power source
Supplied through the integrated Hamersley and Robe power
network operated by Pilbara Iron.
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Production, Mineral Reserves, Mineral Resources and operations  |  Mines and production facilities
Property
Australian Pilbara
Operations
Mine
Robe River Iron
Associates:
Robe Valley mines:
Mesa A
Mesa J
West Angelas
Ownership
53% Rio Tinto
Robe River is a joint
venture between
Rio Tinto (53%), Mitsui
Iron Ore Development
(33%), and Nippon
Steel Corporation
(14%)
Operator
Rio Tinto
Location
Pilbara region,
Western Australia
Access and infrastructure
Access and infrastructure within the property includes:
a network of sealed and unsealed roads connecting to public
roads and highways
public and Rio Tinto-operated airports
a Hamersley and Robe owned integrated heavy haulage rail
network, operated by Pilbara Iron comprising nearly 2,000
km of rail, rail cars and locomotives
four shipping terminals, located at Dampier and Cape
Lambert and managed as a single port system
water piping networks for both abstracted water and supply
of fresh water to sites
managed accommodation villages for FIFO sites
a housing portfolio managing properties in the towns of
Dampier, Wickham, Karratha, Pannawonica, Paraburdoo
and Tom Price
tailings storage facilities at several mine sites.
All assets are subject to routine inspections and ongoing
investment and maintenance programs to ensure these remain
fit for purpose.
Title/lease/acreage
Agreements for life of mine with the Government of
Western Australia.
Mineral lease held under Iron Ore (Robe River) Agreement
Act 1964.  Area of ML248SA approximately 78,600ha.
Key permit conditions
State Agreement conditions are set by the Government of
Western Australia and broadly comprise environmental
compliance and reporting obligations; closure and rehabilitation
considerations; local procurement and community initiatives/
investment requirements; and payment of taxes and
government royalties.
The current business also operates under an ILUA which
includes commitments for payments made to trust accounts;
Indigenous employment and business opportunities; and
heritage and cultural protections.
History
The first shipment from Robe Valley was in 1972. Interest
acquired in 2000 through North Limited acquisition. First ore
was shipped from West Angelas in 2002.
Property description/type of mine
All mines operated by Rio Tinto within the property are open pit
mines. The mining method employed uses conventional
surface mining, whereby shovels and loaders are used to load
drilled and blasted material into trucks for removal to waste
dumps or feed to process plants.
In addition to mining activities, Rio Tinto conducts both
exploration and development drilling across the property.
This Property is considered a production stage property for
SK-1300 reporting purposes.
Type of mineralisation
Robe Valley deposits: goethite mineralisation occurs as pisolite
ores within the paleo-channel of a channel iron formation.
Some detrital mineralisation also occurs.
West Angelas deposits: mineralisation occurs as goethite/
haematite within the banded iron formations of the Marra
Mamba Formation and haematite/goethite within the banded
iron formation of the Brockman Formation. Some detrital
mineralisation also occurs.
Processing plants and other available facilities
Ore from the Robe Valley mines of Mesa A and Mesa J is
processed through either dry crushing and screening plants or
through wet processing plants using scrubbing and screening to
remove finer particles. Crushed and deslimed ore from the Robe
Valley mines is railed to Cape Lambert, where further dry
crushing and screening through a dedicated processing plant
produces lump and fines iron ore products.
At West Angelas mine, dry crushing and screening is used to
produce lump and fines iron ore products.
The processing plants within the Hamersley Iron network vary
considerably in age, and many plants have been subject to
brownfields development since original construction. All plants
are subject to an ongoing regime of sustaining capital
investment and maintenance, underpinned by asset integrity
audits, engineering inspections, engineering life cycles for key
equipment and safety inspections and audits.
Power source
Supplied through the integrated Hamersley and Robe power
network operated by Pilbara Iron.
Property
Dampier Salt Port
Hedland, Dampier
Mine
Ownership
68.4% Rio Tinto
Dampier Salt is a joint
venture between
Rio Tinto (68%),
Marubeni Corporation
(22%) and Sojitz (10%)
Operator
Rio Tinto (Dampier
Salt Limited)
Location
Gascoyne and Pilbara
regions, Western
Australia
Access and infrastructure
Road and port.
Title/lease/acreage
Dampier Salt Dampier operation State Agreement Mineral and
Mining leases are held under the Dampier Solar Salt Industry
Agreement Act 1967 (ML253SA, 14,710ha), and expire in 2034.
Dampier Salt Port Hedland operation State Agreement Mineral
and Mining leases are held under the Leslie Solar Salt Industry
Agreement Act 1966 (M269SA, 2,459ha; ML242SA,
19,503.291ha and ML250SA, 1,381ha) and expire in 2029.
Key permit conditions
State Agreement conditions are set by the Government of Western
Australia and broadly comprise environmental compliance and
reporting obligations; closure and rehabilitation considerations;
local procurement and community initiatives/investment
requirements; and payment of taxes and government royalties.
History
Construction of the Dampier field started in 1969; first shipment in
1972. Lake MacLeod was acquired in 1978 as an operating field.
Port Hedland was acquired in 2001 as an operating field.
In January 2024, Dampier Salt entered into a sales agreement for
Lake MacLeod with privately owned salt company Leichhardt
Industrials Group. Commercial and regulatory conditions for
divestment were satisfied in November 2024 and the site
transferred to Leichhardt ownership on 2 December 2024.
Property description/type of mine
Solar evaporation of seawater at Dampier and Port Hedland.
Type of mineralisation
Salt is grown every year through solar evaporation in
permanent crystallising pans.
Processing plants and other available facilities
Salt is processed through a washing plant, consisting of screw
bowl classifiers and static screens at Port Hedland and sizing
screens, counter-current classifiers with dewatering screens
and centrifuges at Dampier.
Dampier produces shipping-ready product for immediate
shiploading.
Washed salt at Port Hedland is dewatered on stockpiles.
Power source
Long-term contracts with Hamersley Iron and Horizon Power
and on-site generation.
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Production, Mineral Reserves, Mineral Resources and operations  |  Mines and production facilities
Group mines as at 31 December 2024
Copper
Production properties
Property
Escondida
Ownership
30% Rio Tinto, 
57.5% BHP,
10% JECO
Corporation
consortium comprising
Mitsubishi, JX Nippon
Mining and Metals
(10%), 2.5% JECO 2
Ltd
Operator
BHP
Location
Atacama Desert, Chile
Access and infrastructure
Road and rail, including a pipeline and road to the deep sea
port at Coloso:
Two concentrate transport lines from mine site to port facility
at Coloso (9” line from LS1 and LS2 and 6” line from Los
Colorados)
Two desalinisation plants at Coloso port along with water
treatment plant for concentrate filtrate
Two water pipelines and 4 pump stations for freshwater
supply to site
Roadway to site, rail line for supplies and cathode transport,
power transport facilities to tie site to power grid
Site offices, housing, and cafeteria facilities to support
employees and contractors on site
Warehouse buildings and laydown facilities to support
operations and projects on site.
Title/lease/acreage
Rights conferred by Government under Chilean Mining Code.
764 concessions throughout the site with a total of 406,018ha,
including 18 main mineral rights leases with a total of 58,934ha.
Key permit conditions
Annual tenement payments (due March each year). The
current business operates under the rights conferred by the
Government under the Chilean Mining Code and includes key
underlying documents such as the Environmental Impact
Assessment Permit as well as the Closure Plan Permit.
History
Production started in 1990 and since then capacity has been
expanded numerous times. In 1998, first cathode was produced
from the oxide leach plant, and during 2006 the sulphide leach
plant was inaugurated, a year after the start of Escondida Norte
pit production. In 2016, the 3rd concentrator plant was
commissioned.
Property description/type of mine
Two active surface open pit mines in production, Escondida
and Escondida Norte with ore being processed via 3
processing options, oxide leach, sulfide RoM leach, or
conventional flotation concentrators.
This Property is considered a production stage property for
SK-1300 reporting purposes.
Type of mineralisation
Consists of a series of porphyry deposits containing copper,
minor gold, silver, and molybdenum.
Processing plants and other available facilities
Los Colorados, Laguna Seca Line 1, and Laguna Seca Line 2
Concentrators. Oxide leach facility (OLAP), SL RoM leach
facility and SX/EW facility.
Power source
Supplied from grid under various contracts with local generating
companies.
Property
Rio Tinto Kennecott
Ownership
100% Rio Tinto
Operator
Rio Tinto (Kennecott
Utah Copper LLC)
Location
Near Salt Lake City,
Utah, US
Access and infrastructure
Pipeline, road and rail.
Title/lease/acreage
Wholly owned – approximately 95,000 acres in total.
Key permit conditions
Permit conditions are established by Utah and US Government
agencies and comprise:
environmental compliance and reporting
closure and reclamation requirements
History
Interest acquired in 1989. In 2012, the pushback of the south
wall commenced, extending the mine life from 2018 to 2032.
Approval for underground mining at Lower Commercial Skarn
was obtained in 2022.
Property description/type of mine
Open pit and underground.
This Property is considered a production stage property for
SK-1300 reporting purposes.
Type of mineralisation
Porphyry and associated skarn deposits containing copper,
gold, silver, molybdenum and tellurium.
Processing plants and other available facilities
Copperton concentrator, Garfield smelter, refinery, and precious
metals plant, assay lab and tailings storage facilities.
Power source
Supply contract with Rocky Mountain Power.
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Production, Mineral Reserves, Mineral Resources and operations  |  Mines and production facilities
Property
Oyu Tolgoi
Ownership
Rio Tinto owns a 66%
interest in Oyu Tolgoi
LLC; the remaining
34% interest is held by
the Government of
Mongolia through
Erdenes Oyu Tolgoi
LLC
Rio Tinto is
responsible for the
day-to-day operational
management and
development of the
project
Operator
Rio Tinto
Location
Khanbogd soum,
Umnugovi province,
Mongolia
Access and infrastructure
Air and road.
Title/lease/acreage
Three mining licences are 100% held by Oyu Tolgoi LLC:
MV-006708 (the Manakht licence: 4,533ha), MV-006709 (the
Oyu Tolgoi licence: 8,490ha), and MV-006710 (the Khukh Khad
licence: 1,763ha).
Two further licences are held in joint venture with Entrée
Resources Ltd, MV-015226 (the Shivee Tolgoi Licence:
42,593ha) and MV-015225 (the Javkhlant Licence: 20,327ha).
The licence term under the Minerals Law of Mongolia is
30 years with two 20-year extensions. First renewals are
due in 2033 and 2039 for the Oyu Tolgoi and Entrée joint
venture licences respectively.
Key permit conditions
Investment Agreement dated 6 October 2009, between the
Government of Mongolia, Oyu Tolgoi LLC (formerly Ivanhoe
Mines Mongolia Inc LLC), Turquoise Hill Resources (TRQ)
(formerly Ivanhoe Mines Ltd), and Rio Tinto International
Holdings Limited in respect of Oyu Tolgoi (Investment
Agreement).
Amended and Restated Shareholders Agreement dated 8 June
2011 among Oyu Tolgoi LLC, THR Oyu Tolgoi Ltd. (formerly
Ivanhoe Oyu Tolgoi (BVI) Ltd.), Oyu Tolgoi Netherlands B.V.
and Erdenes MGL LLC, as amended and restated on 2
October 2023 (ARSHA). Erdenes MGL LLC since transferred
its shares in Oyu Tolgoi LLC and its rights and obligations
under the ARSHA to its subsidiary, Erdenes Oyu Tolgoi LLC.
Power Source Framework Agreement dated 31 December
2018, between the Government of Mongolia and Oyu Tolgoi
LLC, as amended on 18 June 2020.
Electricity Supply Agreement dated 26 January 2022, between
Southern Region Electricity Distribution Network SOSC,
National Power Transmission Grid SOSC, National Dispatching
Center LLC and Oyu Tolgoi LLC.
In terms of key government permits, Oyu Tolgoi LLC secured a
land use permit until 2036 and water use permit until 2039 as
well as the mineral rights.
History
Oyu Tolgoi was first discovered in 1996. Construction began in
late 2009 after the signing of an Investment Agreement with the
Government of Mongolia, and the first concentrate was
produced in 2012. First sales of copper concentrate were made
to Chinese customers in 2013.
The first drawbell of the Hugo North underground mine was
fired in 2022. In December 2022, Rio Tinto acquired 100%
ownership of TRQ. Sustainable production from underground
commenced in March 2023.
Property description/type of mine
Mineral Reserves have been reported at the Oyut and Hugo
North Deposits. The Oyut deposit is currently mined as an open
pit using a conventional drill, blast, load, and haul method. The
Hugo North deposit is currently being developed as an
underground mine.
This Property is considered a production stage property for
SK-1300 reporting purposes.
Type of mineralisation
Consists of a series of porphyry deposits containing copper,
gold, silver, and molybdenum.
Processing plants and other available facilities
One copper concentrator with a nominal feed capacity of 100ktpd
currently comprising 2 SAG mills, 4 ball mills, rougher and cleaner
flotation circuits and up to 1Mtpa copper concentrate capacity.
Other major facilities that support the isolated operations include
maintenance workshops, heating plant, sealed airstrip and
terminal, and camp facilities with up to 6,000 person capacity to
accommodate current operations and the underground
construction project. Underground infrastructure in place includes
several shafts for ore haulage, personnel haulage and ventilation
plus a conveyor decline to surface and associated surface
infrastructure.
Power source
Oyu Tolgoi obtains its electricity from the Western Grid of the
Inner Mongolia Autonomous Region (IMAR) in the People's
Republic of China. This power is delivered through a cross-border
220kV double-circuit transmission line. The electricity is provided
by Inner Mongolia Power International Cooperation Co., Ltd
(IMPIC), a subsidiary of Inner Mongolia Power (Group) Co., Ltd.
This company is responsible for the ownership and operation of
IMAR's Western Grid. The current power supply agreement is a
collaborative arrangement involving IMPIC and the National
Power Transmission Grid SOSC (NPTG) of Mongolia, which
holds the necessary import license. Additionally, Oyu Tolgoi
maintains an on-site diesel generator that functions as a 24/7
standby emergency power source.
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Production, Mineral Reserves, Mineral Resources and operations  |  Mines and production facilities
Group mines as at 31 December 2024
Copper continued
Projects
Property
Resolution
Ownership
55% Rio Tinto,
45% BHP
Operator
Rio Tinto
Location
Superior, Arizona,
Pinal County, US
Access and infrastructure
Road, rail and water pipeline.
Title/lease/acreage
Land ownership: 192 parcels, including 185 fee simple parcels
and 7 split estate parcels wherein mineral rights are secured by
mining claims. Land ownership totals 16,544 acres.
Federal Mining Claims: 2,286 (2,285 lode claims and 1 placer)
covering 42,053 acres.
State of Arizona Mineral Exploration Permits: 62 permits, 8
permits with a total of 4,163 acres in exploration areas and 54
permits with a total of 26,801 acres in tailings, tailings corridors
and tailings buffer areas.
State of Arizona Special Land Use Permits: 11 permits covering
8,360 acres in stream monitoring, groundwater monitoring, and
tailings surface investigation areas.
Federal and State Grazing Permits and Leases: 7 leases
covering 80,270 acres.
Rights of Way, for rail line and stations, roads, and pipelines,
and utilities granted by both the United States and the State of
Arizona through a combination of grants, leases, and permits
totalling 696 acres.
All claims, permits, and leases are subject to annual renewal
filings and associated rental fees. A property tax is paid for
owned lands. Grants are held not subject to fees or taxes.
Key permit conditions
Resolution is in the permitting and study stage of the project. It is
currently at the end of a multi-year process to complete its
Environmental Impact Statement under the National
Environmental Protection Act. Future permits will be required for
operations such as air quality permits and aquifer
protection permits.
History
The Magma Vein (formerly Silver Queen) was discovered in the
1870s and underground mining continued at the Magma Mine
until 1998. In 1996, the Resolution deposit was discovered via
an underground drillhole directed south from the Magma Mine
workings. Kennecott Exploration (Rio Tinto) entered the project
in 2001 and through an exploration “earn-in” agreement
became operator in 2004.
Property description/type of mine
Block cave underground mining method.
This Property is considered an exploration stage property for
SK-1300 reporting purposes.
Type of mineralisation
Porphyry copper and molybdenum deposit.
Processing plants and other available facilities
Water treatment and reverse osmosis plant, historic tailings
impoundments from the Magma Mine No. 9 and No. 10
ventilation shafts.
Power source
115kV power lines to East and West Plant sites with supply
contract with Salt River Project (SRP).
Property
Winu
Ownership
100% Rio Tinto
Operator
Rio Tinto
Location
Great Sandy Desert,
Western Australia,
Australia
Access and infrastructure
Air and road.
Title/lease/acreage
Exploration License E45/4833 hosts the deposit. Several
Miscellaneous Licenses cover the road access route,
associated facilities, camp accommodation, airstrip and the
regional borefields. A Mining Lease Application (M45/1288;
7,500ha) has been made and is awaiting formal approval.
Key permit conditions
Annual rental payments for licences are required under the
Western Australian Mining Act 1978, along with other standard
reporting obligations relating to expenditure and works
undertaken on the exploration licence.
History
The exploration licence was granted to Rio Tinto in October
2017 and Winu was discovered in December 2017. The first
Inferred Mineral Resource was announced in July 2020 and
updated to an Indicated and Inferred Mineral Resource in
February 2022. 
In December 2024, we announced a new partnership with
Sumitomo Metal Mining (SMM) to deliver the Winu copper-gold
project in Western Australia. Under the Term Sheet signed
between the partners, Rio Tinto will continue to develop and
operate Winu as the managing partner, with SMM to acquire a
30% equity share.
Property description/type of mine
Winu is currently undergoing technical studies and finalising all
required stakeholder negotiations and applications to secure
the necessary approvals for a potential open pit mining
operation.
Type of mineralisation
Copper-gold-silver mineralisation hosted within sulphide
breccias and quartz veins. A supergene enrichment profile caps
most of the primary mineralisation.
This Property is considered an exploration stage property for
SK-1300 reporting purposes.
Processing plants and other available facilities
Winu comprises camp facilities for up to 110 people,
unimproved access roads and trails, and a gravel airstrip.
Power source
Power is provided by diesel generators.
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Production, Mineral Reserves, Mineral Resources and operations  |  Mines and production facilities
Property
La Granja
Ownership
45% Rio Tinto,
55% First Quantum
Minerals
Operator
First Quantum
Minerals
Location
Cajamarca, Northern
Peru
Access and infrastructure
Mountain road access only, 6 hours from Chiclayo.
Title/lease/acreage
The present La Granja Mining Concession grants its titleholders
the right to explore and exploit all existing mineral resources
within the 3,900ha it covers.
Key permit conditions
The Transfer Agreement (in respect of the acquisition of the La
Granja mineral concession dated 31 January 2006, between La
Granja Limitada S.A.C. (formerly known as Rio Tinto Minera
Peru Limitada S.A.C.) and Activos Mineros S.A.C. requires an
annual fee ($5 million per semester split by the Peruvian
Government 50:50 between the special federal government
fees and the establishment of a social fund). Title is subject to
completion and delivery of a feasibility study (FS), and
implementation of a mine subject to approval of the FS by the
Peruvian Government within the timelines established in the
Transfer Agreement.
The Transfer Agreement was extended in April 2023 and is
scheduled to expire in January 2028.
History
Rio Tinto received the Mining Concession in 2006, after
BHP and Cambior had returned the leases to the Peruvian
Government. Numerous studies have been completed by
Rio Tinto, up to pre-feasibility study. In August 2023, Rio Tinto
and First Quantum Minerals announced the completion of a
transaction that will work to unlock the development of the
La Granja project. Under the terms of the transaction,
First Quantum Minerals acquired a 55% interest in the
project and became the project operator, assuming all key
permit obligations.
Property description/type of mine
La Granja is currently undergoing technical studies and
engagement with host communities, local and national
governments focused on development of a potential open pit
mining operation.
This Property is considered an exploration stage property for
SK-1300 reporting purposes.
Type of mineralisation
Porphyry copper and associated skarn deposits, with high
grade breccias with minor silver, and molybdenum.
Processing plants and other available facilities
La Granja comprises an exploration camp and water treatment
infrastructure. 
Power source
Currently powered by diesel generators. An upgraded power
supply is required for development of the asset.
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Production, Mineral Reserves, Mineral Resources and operations  |  Mines and production facilities
Group mines as at 31 December 2024
Minerals
Production properties
Property
Rio Tinto Borates –
Boron
Ownership
100% Rio Tinto
Operator
Rio Tinto
Location
Boron, California, US
Access and infrastructure
Road and rail.
Title/lease/acreage
Land holdings include 13,493 acres (owned, including mineral
rights) for the mining operation, plant infrastructure and tailings
storage facility.
Key permit conditions
Boron operations currently have all State and Federal
environmental and operational permits in place to continue the
mining and processing operation. Regular updates to permits
are ongoing.
History
Deposit discovered in 1906, underground mining operations
began in 1925, 3 underground mining operations were
consolidated and the mining method switched to open pit
mining in 1956. Assets were acquired by Rio Tinto in 1967.
Property description/type of mine
Open pit.
This Property is considered a production stage property for
SK-1300 reporting purposes.
Type of mineralisation
Sedimentary sequence of tincal and kernite containing
interbedded claystone enveloped by facies consisting of ulexite
and colemanite bearing claystone, and barren claystone.
Processing plants and other available facilities
Boron operations consists of the open pit mine, an ore crushing
and conveying system, 2 process plants (Primary Process and
Boric Acid Plant), shipping facility and tailings storage facilities.
Power source
On-site co-generation units and local power grid.
Property
Rio Tinto Iron and
Titanium (RTIT)
Quebec Operations –
Lac Tio
Ownership
100% Rio Tinto
Operator
Rio Tinto
Location
Havre-Saint-Pierre,
Quebec, Canada
Access and infrastructure
Rail, road and port (St Lawrence River).
Title/lease/acreage
A total of 6,496ha of licences including 2 mining concessions of
total 605ha, granted by Province of Quebec in 1949 and
1951 which, subject to certain Mining Act restrictions, confer
rights and obligations of an owner.
Key permit conditions
The property is held under Quebec provincial government
mining concession permits (Concession minière No 368 and
381). Each is of one year duration renewable as long as the
mine is in operation. RTIT Quebec Operations – Lac Tio have
also a number of claims (exclusive exploration permits)
covering ilmenite occurrences in the region of the mine. These
claims are renewable every 2 years.
History
Production started 1950; interest acquired in 1989.
Property description/type of mine
Open pit.
This Property is considered a production stage property for
SK-1300 reporting purposes.
Type of mineralisation
Magmatic intrusion.
Processing plants and other available facilities
Lac Tio has a crushing facility, dedicated railway, stockpile at
the train terminal, ship loader, office buildings at the mine and
at the terminal and waste dumps.
Power source
Supplied by Hydro-Québec at regulated tariff.
Property
QIT Madagascar
Minerals (QMM)
Ownership
QIT Madagascar
Minerals is 80% owned
by Rio Tinto and 20%
owned by the
Government of
Madagascar
Operator
Rio Tinto
Location
Fort-Dauphin,
Madagascar
Access and infrastructure
Road and port.
Title/lease/acreage
Mining lease covering 56,200ha, granted by central
government.
Key permit conditions
The permit has a validity of 30 years as of 12 December 1996.
Additional renewal for 10 years each period are granted at
QMM’s request. An annual fee is payable to government
authorities following notification at the beginning of January.
History
Exploration project started in 1986; construction approved
2005. Ilmenite and zirsil production started 2008. QMM intends
to extract ilmenite and zirsil from heavy mineral sands over an
area of about 6,000ha along the coast over the next 40 years.
Property description/type of mine
Mineral sand dredging.
Type of mineralisation
Coastal mineralised sands.
This Property is considered a production stage property for
SK-1300 reporting purposes.
Processing plants and other available facilities
QMM has an operating dredge, dry mine unit, heavy mineral
concentrator, mineral separation plant, port and bulk loading
facilities.
Power source
On-site heavy fuel oil generators; wind and solar project
agreements with an independent power producer are expected
to take the asset to 50% renewable energy by 2025.
The 8MW photovoltaic (PV) solar plant and 8.25 MWh lithium-
ion battery energy storage system were successfully
commissioned in 2023, and the mine received its first
renewable electricity supply. Construction of the 16MW wind
project began in the third quarter of 2023 and is scheduled for
completion by 2025.
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Production, Mineral Reserves, Mineral Resources and operations  |  Mines and production facilities
Property
Richards Bay Minerals
(RBM)
(Richards Bay Mining
(Pty) Limited and
Richards Bay Titanium
(Pty) Limited)
Ownership
RBM is a joint venture
between Rio Tinto
(74%) and Blue
Horizon – a consortium
of investors and our
host communities
Mbonambi, Sokhulu,
Mkhwanazi and Dube
(24%). The remaining
shares are held in an
employee trust (2%).
Operator
Rio Tinto
Location
Richards Bay,
KwaZulu-Natal,
South Africa
Access and infrastructure
Rail, road and port.
Title/lease/acreage
Mineral rights for Reserve 4 and Reserve 10 issued by South
African State and converted to new order mining rights from 9
May 2012. Mining rights run until 8 May 2041 and covers
11,645ha, including the mined Tisand area.
Key permit conditions
RBM operates in 3 lease areas, Tisand, Zulti North and Zulti
South, by means of a notarial deed. Tisand (which contains the
stockpiled tails) and Zulti North leases are held by Richards
Bay Mining (Pty) Ltd.
RBM is owned by a consortium of local communities and
businesses in line with South Africa’s Broad-Based Black
Economic Empowerment legislation.
History
Production started 1977; initial interest acquired 1989. Fifth
mining plant commissioned in 2000. One mining plant
decommissioned in 2008. In September 2012, Rio Tinto
doubled its holding in RBM to 74% following the acquisition of
BHP Billiton’s entire interests.
Property description/type of mine
Mineral sand dredging.
Type of mineralisation
Coastal mineralised sands.
This Property is considered a production stage property for
SK-1300 reporting purposes.
Processing plants and other available facilities
RBM manages and operates several dredges, dry mining units,
heavy mineral concentrators and a mineral separation plant.
RBM also has a smelter with furnaces to produce titania slag,
pig iron in addition to rutile and zircon.
Power source
Contract with ESKOM is currently the sole power source. RBM
has signed 3 PPAs for renewable energy with 2 projects
currently in construction. The Bolobedu photovoltaic farm and
the Khangela Emoyeni wind farm are expected to be producing
power by the end of 2025 and 2026 respectively.
Property
Iron Ore Company of
Canada (IOC)
Ownership
IOC is a joint venture
between Rio Tinto
(58.7%), Mitsubishi
Corporation (26.2%)
and the Labrador Iron
Ore Royalty
Corporation (15.1%).
Operator
Rio Tinto
Location
Labrador City, 
Newfoundland and
Labrador, Canada
Access and infrastructure
Railway and port facilities in Sept-Îles, Quebec (owned and
operated by IOC)
Public highway
Public airport
Title/lease/acreage
Mining leases, surface rights and a tailings disposal licence are
held by the Labrador Iron Ore Royalty Corporation (LIORC),
under the Labrador Mining and Exploration Act. LIORC
subleases these rights to IOC. The mining leases cover
10,356ha, the surface rights cover 8,805ha and the tailings
licence covers 2,784ha. These sub-leased rights are valid until
2050. IOC also directly holds 3 small mining leases, but none
produce saleable products. In addition to the above rights, IOC
also holds a number of mineral licences, either directly or under
sub-lease from LIORC.
Key permit conditions
IOC holds numerous permits with the Federal, provincial and
local governments covering all aspects of the operation. Key
permit conditions include:
maintaining effluent quality within Metal and Diamond Mining
Effluent Regulations (MDMER) criteria
maintaining air quality criteria specified in the certificate of
approval (for dust, NOx, SO2, CO)
prudent resource management
progressive rehabilitation
monitoring groundwater quality around permitted landfill
restricting tailings discharge to the permitted area.
History
Interest acquired in 2000 through acquisition of North Ltd.
Current operation began in 1962 and has processed over one
billion tonnes of crude ore. Annual capacity 23Mt of concentrate
of which 12-13Mt can be pelletised.
Property description/type of mine
Open pit.
This Property is considered a production stage property for
SK-1300 reporting purposes.
Type of mineralisation
Oxide iron (specular haematite and magnetite).
Processing plants and other available facilities
Concentrator (gravity and magnetic separation circuits), pellet
plant, warehouses, workshops, heating plant and ore delivery
system (crusher/conveyor and automated train system).
Explosives plant, train loadout facilities, rail line (Labrador City
to Sept-Îles), stockyards and shiploaders.
Power source
Supplied by Newfoundland and Labrador Hydro for the
Labrador City operations and by Hydro-Québec and the IOC
owned SM2 power station for the Sept-Îles operations.
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Production, Mineral Reserves, Mineral Resources and operations  |  Mines and production facilities
Group mines as at 31 December 2024
Minerals continued
Property
Diavik
Ownership
100% owned by Diavik
Diamond Mines (2012)
Inc.
Operator
Diavik Diamond Mines
(2012) Inc. is a
Yellowknife-based
Canadian subsidiary of
Rio Tinto plc in
London, UK
Location
Northwest Territories
(NWT), Canada
Access and infrastructure
Airstrip and winter road access.
Title/lease/acreage
Three mineral rights leases with a total acreage of 8,016
(3,244ha). Mining leases are issued by the NWT Government.
One lease was renewed in 2017 and 2 leases were renewed in
February 2018. The new leases will expire after 21 years.
Key permit conditions
Our key permit conditions are local employment, procurement
and benefit sharing commitments, environmental compliance
and reporting, environmental security and closure and
rehabilitation planning, and payment of taxes and
government royalties.
History
Deposits discovered in 1994-95. Construction approved in
2000. Diamond production started in 2003. Fourth pipe
commenced production in 2018. Mine life through early 2026.
In November 2021, Rio Tinto became the sole owner of Diavik
Diamond Mine. This followed the completion of a transaction for
Rio Tinto’s acquisition of the 40% share held by Dominion
Diamond Mines in Diavik, with the Court of Queen’s Bench of
Alberta’s approval.
Property description/type of mine
Open pit and underground operations (blast-hole stoping and
sub-level cave methods).
This Property is considered a production stage property for
SK-1300 reporting purposes.
Type of mineralisation
Diamondiferous kimberlite deposit.
Processing plants and other available facilities
Includes processing plant and accommodation facilities on-site.
Power source
On-site diesel generators, installed capacity 44MW, 9.2MW of
wind capacity and 3.5MW solar farm.
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Production, Mineral Reserves, Mineral Resources and operations  |  Mines and production facilities
Minerals
Projects
Property
Rincon
Ownership
100% Rio Tinto
Operator
Rio Tinto
Location
Rincon Salar, Salta,
Argentina
Access and infrastructure
Road and air.
Title/lease/acreage
Two separate mineral leases for a total of 82,905ha, the largest
one being the Grupo Minero Proyecto Rincon with 80,032ha.
Mining concessions are issued by the Provincial Mining Court
and have lifelong exploitation rights.
Key permit conditions
Key permit conditions are environmental compliance and
reporting, including independent authorisations for industrial
water and brine extraction, spent brine disposal facilities,
processing plant and ancillary infrastructure.
History
Rincon Salar was initially explored by Admiralty Resources NL,
who acquired mining leases covering approximately 85% of the
Salar in 2001. Admiralty demerged the project into a separate
Australian Securities Exchange (ASX) listed entity called Rincon
Lithium Ltd in October 2007, and sold the company to the private
equity group Sentient Equity Partners in December 2008. The
project was under evaluation by Sentient until the acquisition of
the property by Rio Tinto in March 2022.
The Rincon 3000 starter plant achieved first lithium in November
2024 and is scheduled for completion in the first half of 2025.
Property description/type of mine
Mining will comprise brine extracted from a production wellfield
and fed to a central processing facility for lithium recovery and
battery grade lithium carbonate production.
This Property is considered a production stage property for
SK-1300 reporting purposes.
Type of mineralisation
Lithium mineralisation occurs as a brine within a sedimentary
sequence in a mature salar, composed of halite, volcaniclastic
sand and variable amounts of clay/sand. The brine is hosted in
2 separate aquifers: an upper unconfined fractured halitic
aquifer and a lower semi-confined aquifer composed mainly of
volcaniclastic sand.
Processing plants and other available facilities
The project includes a wellfield for brine extraction and a plant
for the production of lithium carbonate, a spent brine disposal
facility, wellfield for the extraction of process water and water
pre-treatment equipment, camp and office buildings,
warehouses and loading/unloading facilities.
Power source
Connected to the national electric grid with options for on-site
or off-site renewable power purchase agreements.
Property
Jadar
Ownership
100% Rio Tinto
Operator
Rio Tinto
Location
Loznica town, Serbia
Access and infrastructure
Road and rail.
Title/lease/acreage
The last extension of the Jadar exploration licence expired on
14 February 2020, with no legal basis for further extension of its
term.
During the feasibility study the project has completed the
Elaborate on Resources and Reserves (declaration based on
Serbian law), obtained the Certificate on Resources and
Reserves on 6 January 2021 and has submitted the request for
exploitation field licence (with Serbian Feasibility Study being
one of the supporting documents to this request).
In January 2022, the Government of Serbia cancelled the
Spatial Plan for the Jadar project (SPSPA) and required all
related permits to be revoked.
On 16 July 2024, the Government of Serbia enacted the Decree
on reinstatement of the SPSPA based on the Decision of the
Constitutional Court of Serbia, dated 12 July 2024, which
determined that the Decree on cancellation of the SPSPA was not
compliant with the Constitution and laws of the Republic of
Serbia. As a result of this, Rio Tinto initiated the scoping and
content procedure for Environmental Impact Assessment (EIA)
for the mine. The Ministry for Environmental Protection issued the
EIA Scoping Decision for the Mine which was published on 21
November 2024. This is one of the key documents required to
apply for the exploitation field license.
Key permit conditions
The project is governed by 2 main pieces of Serbian legislation:
Mining Law is administered by the Ministry of Mining and
Energy (MME), and Planning and Construction Law is
administered by the Ministry of Construction, Transportation
and Infrastructure (MCTI).
The permitting process base case foresees the following:
Mine, beneficiation plant and mine surface facilities are
subject to the permitting procedure of MME
Processing plant, industrial waste landfill and infrastructure
(rail, roads, power and water pipelines) are subject to the
unified permitting procedure under MCTI.
History
The Jadar deposit was discovered in 2004 by Rio Tinto
Exploration geologists during a regional exploration program for
borates in the Balkans. The deposit is in its majority composed
of a mineral new to science named Jadarite with high
concentrations of lithium and boron. Resource definition and
processing workflow development and testing were conducted
for over a decade. The pre-feasibility study (PFS) completed in
July 2020 has shown that the Jadar project has the potential to
produce both battery grade lithium carbonate and boric acid.
Property description/type of mine
Underground mine.
This Property is considered an exploration stage property for
SK-1300 reporting purposes.
Type of mineralisation
Jadarite mineralisation is present in 3 broad zones containing
stratiform lenses of variable thickness. These units are hosted
in a much thicker gently dipping sequence mainly composed of
fine-grained sediments affected by syn and post depositional
faulting.
Processing plants and other available facilities
The planned site layout includes a concentrator to beneficiate
the primary ore, a chemical plant to produce boric acid and
lithium carbonate, paste plant, water and waste treatment
plants, surface waste storage (dry stack), railroad spur and
warehouses for product storage and loading/unloading, and
office buildings.
Power source
Connected to the national electric grid. Electricity planned to be
sourced from nearby hydroelectrical power plant.
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Production, Mineral Reserves, Mineral Resources and operations  |  Mines and production facilities
Group mines as at 31 December 2024
Aluminium
Production properties
Property
CBG Sangaredi
Ownership
Rio Tinto Group
22.95%, Guinean
Government 49%,
Alcoa 22.95%, Dadco
Investments Limited
5.1%
Operator
La Compagnie des
Bauxites de Guinée
(CBG)
Location
Sangaredi, Guinea
Access and infrastructure
Road, air and port.
Sangaredi-Kamsar railway (leasing rail infrastructure from
ANAIM, wholly-owned by Government of Guinea).
Title/lease/acreage
Mining concession expires in 2040.
Leases comprise 2,939km2.
Key permit conditions
The obligations of CBG relative to health and safety of workers
and to the environment and to the rehabilitation of mined out
areas are subject to the Mining Code (2011) and Environmental
Code of the Republic of Guinea.
History
CBG is a joint venture created in 1963 and is registered in US
(Delaware). Bauxite mining commenced in 1973. Shareholders
are 51% Halco and 49% Government of Guinea. Rio Tinto
holds a 45% interest in Halco. Expansion of the CBG bauxite
mine, processing plant, port facility and associated
infrastructure is currently near completion with ramp up to
18.5Mtpa underway. In 2015, CBG entered into an agreement
to share the rail infrastructure in Multi-User Operation
Agreement (MUOA) with other bauxite companies, GAC (EGA)
and COBAD (RUSAL).
Property description/type of mine
Open cut.
This Property is considered a production stage property for
SK-1300 reporting purposes.
Type of mineralisation
Bauxite.
Processing plants and other available facilities
The Sangaredi site is an open cut mine including the following
operations: stripping, drilling, blasting, loading, hauling. The
bauxite is transported by railway cars approximately 135km
away from Sangaredi to Kamsar. In Kamsar, the installations
include the following assets: locomotive repair shop, railway
cars unloader, primary crusher, secondary crusher, scrubbers,
conveyors, stacker, reclaimer, bauxite dryers, dry bauxite
storage, bauxite sampling tower, power house, wharf and ship
loader.
The crushing plant is used only to reduce oversize material –
no screening required.
Four bauxite dryers are installed in order to reduce the moisture
content of the bauxite before shipping.
Power source
On-site generation (fuel oil).
Property
Gove
Ownership
100% Rio Tinto
Operator
Rio Tinto through
Rio Tinto Alumina
Gove P/L
Location
Gove, Northern
Territory, Australia
Access and infrastructure
Road, air and port.
Title/lease/acreage
All leases were renewed in 2011 for a further period of 42
years. The residue disposal area is leased from the Arnhem
Land Aboriginal Land Trust. The Northern Territory Government
is the lessor of the balance of the leases; however, on expiry of
the 42-year renewed term, the land subject to the balances of
the leases will all vest to the Arnhem Land Aboriginal
Land Trust.
Leases comprise 233.5km2.
Key permit conditions
Key permit conditions are prescribed by the Northern Territory
Government in the form of a Mine Management Plan (MMP).
The current MMP runs for a period of 12 years, until 2031, and
authorises all activities at the operation. Lease payments are
prescribed by the terms of the relevant leases.
History
Bauxite mining commenced in 1970, feeding both the Gove
refinery and export market, capped at 2Mt per annum. Bauxite
export ceased in 2006 with feed intended for the expanded
Gove refinery. Bauxite exports recommenced in 2008 and will
increase in the coming years following the curtailment of the
refinery production in 2014 and a permanent shut decision
made by the Board of Rio Tinto in October 2017. Current
annual production capacity is 12.5Mt on a dry basis.
Property description/type of mine
Open cut.
This Property is considered a production stage property for
SK-1300 reporting purposes.
Type of mineralisation
Bauxite.
Processing plants and other available facilities
Crushing plant only to reduce oversize material – no screening
required.
Power source
On-site diesel fired power station.
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Production, Mineral Reserves, Mineral Resources and operations  |  Mines and production facilities
Property
MRN Porto Trombetas
Ownership
MRN’s shareholders
are: Rio Tinto (22%),
Glencore (45%) and
South32 (33%)
Operator
Mineração Rio do
Norte (MRN) is a non-
managed JV. All
decisions are
approved by
shareholders Board of
Directors
Location
Porto Trombetas,
Para, Brazil
Access and infrastructure
Air and port.
Title/lease/acreage
Mining concession granted by Brazilian Mining Agency (ANM),
following the Brazilian mining code with no expiration date.
The current 44 MRN mining leases cover 22 major plateaus,
which spread across 143,000ha and all of them have the status
of a mining concession.
Key permit conditions
All MRN mining leases in Pará State are within the Saracá-
Taquera National Forest, a preservation environmental area.
However, the right of mining is preserved initially by the Federal
law which created the National Forest (that is subsequent to
mining concessions), as well by the management plan, which
acknowledges a formal mining zone within the confines of the
National Forest.
Environmental licensing is granted by Brazilian Environmental
Agency (IBAMA) for East Zone. MRN is working with IBAMA on
permitting to extend the life of the mine from East Zone to West
Zone.
In September 2024, MRN received the Preliminary Licence
from IBAMA for the West Zone Project, after holding public
hearings, forums and dialogs with stakeholders, including
Quilombola communities. Work is ongoing to draft the
Environmental Management Plan and the Quilombola Basic
Plan required to obtain the Installation Licence from IBAMA.
MRN also obtained the Installation Licence for its Transmission
Line Project which will connect the company to the national
grid. The project, which is scheduled to be completed in 2027,
is expected to reduce MRN’s carbon emissions by
approximately 20%.
History
Mineral extraction commenced in 1979. Initial production
capacity was 3.4Mtpa. From 2003, production capacity went up
to 16Mtpa on a dry basis. and in 2008, up to 18Mtpa.
Due to market and tailings facilities restrictions, the planned
production is 11Mtpa on dry basis (up to 2043). The deposit
has 2 mine planning sequences: East Zone (1979-2027) and
West Zone Phase 1 (2028-2040).
On 30 November 2023, Rio Tinto completed an acquisition of
Companhia Brasileira de Alumínio’s 10% equity in the MRN
bauxite mine in Brazil, raising the Rio Tinto stake from 12%
to 22%.
Property description/type of mine
Open cut.
This Property is considered a production stage property for
SK-1300 reporting purposes.
Type of mineralisation
Consists of a series of bauxite tabular deposits.
Processing plants and other available facilities
The beneficiation process is formed by a primary crusher,
conveyors, scrubbers, secondary crushers, screenings,
hydrocyclones and vacuum filters. The superfines tailings are
pumped to a tailings storage facility.
Power source
On-site generation fuel (oil and diesel).
Property
Weipa/Ely
Ownership
100% Rio Tinto
Operator
Rio Tinto through
Rio Tinto Alumina
Weipa P/L
Location
Weipa, Queensland,
Australia
Access and infrastructure
Road, air and port.
Title/lease/acreage
The Queensland Government Comalco (ML7024) lease
expires in 2042 with an option of a 21-year extension, then two
years’ notice of termination; the Queensland Government Alcan
lease (ML7031) expires in 2048 with a 21-year right of renewal
with a 2-year notice period.
Leases comprise 2,716.9km2 (ML7024 = 1340.8km2; ML7031 =
1376.1km2).
This property with the associated 2 leases, includes the
deposits known as Andoom, East Weipa, Amrun, Norman
Creek and North of Weipa.
Key permit conditions
The respective leases are subject to the Comalco Agreement
Act (Comalco Agreement) and Alcan Agreement Act (Alcan
Agreement); the relevant State Agreements for the Weipa
operations. Key permit conditions are prescribed by the
Queensland Government in the relevant Environmental
Authority applicable to each lease (ML7024 and ML7031,
respectively). Lease payments are subject to the terms of the
leases and the respective State Agreements.
History
Bauxite mining commenced in 1961 at Weipa. Major upgrade
completed in 1998. Rio Tinto interest increased from 72.4% to
100% in 2000. In 1997, Ely Bauxite Mining Project Agreement
signed with local Aboriginal land owners. Bauxite Mining and
Exchange Agreement signed in 1998 with Comalco to allow for
extraction of ore at Ely. The Western Cape Communities Co-
Existence Agreement, an ILUA, was signed in 2001. Following
the ramp up to full production of Amrun the current annual
production of the Weipa mine is 35.5Mt.
Property description/type of mine
Open cut.
This Property is considered a production stage property for
SK-1300 reporting purposes.
Type of mineralisation
Bauxite.
Processing plants and other available facilities
Andoom, East Weipa and Amrun – wet crushing and screening
plants to remove ultra fine proportion.
Power source
On-site generation (diesel) supplemented by a solar
generation facility.
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Production, Mineral Reserves, Mineral Resources and operations  |  Mines and production facilities
Other operations
Project
Property
Simandou, Blocks 3
& 4
Ownership
SimFer S.A., a joint
venture between
SimFer Jersey (85%)
and the Republic of
Guinea (15%)
SimFer Jersey is a
joint venture between
Rio Tinto (53%) and
CIOH (47%), a
Chinalco-led joint
venture with Baowu,
China Rail
Construction
Corporation and China
Harbour Engineering
Company
Operator
SimFer S.A. (mine)
Location
The SimFer Mining
Concession is located
~550km east-
southeast of Conakry
in the Republic
of Guinea
Access and infrastructure
The site has road access and is readily accessible for power,
water, and additional infrastructure requirements. Existing camp
facilities support construction activity and future Life of Mine
operational teams. The existing Beyla airstrip is also being
upgraded to enable greater access and larger capacity.
Iron ore extracted from the SimFer Mining Concession will be
exported through a rail and port infrastructure which is being
co-developed by the State, and dedicated infrastructure
affiliates of SimFer Jersey (SimFer Infraco) and Winning
Consortium Simandou (WCS Infraco). The infrastructure will
also be used to export production from Simandou Blocks 1 & 2
which are independently owned and developed by Winning
Consortium Simandou (WCS), a consortium comprising
Winning International Group, China Hongqiao Group and in
which Baowu acquired a 49% participation on 19 June 2024.
The infrastructure includes a purpose-built port facility at
Morebaya estuary (south of Conakry) to be accessed by a
536km main rail line with rail spurs connecting our Concession
(68km) and WCS’s (16km) respectively. The main rail line will
have an initial capacity of up to 120Mtpa. The ultimate owner
and operator of the infrastructure will be the Compagnie du
Transguinéen (CTG), an incorporated joint venture between
SimFer Infraco (42.5%), WCS Infraco (42.5%) and the State
(15%).
Title/lease/acreage
SimFer Mining Concession was granted by Presidential Decree
on 22 April 2011 under the conditions of the Amended and
Consolidated Basic Convention (ACBC), which was ratified by
the Guinean National Assembly on 26 May 2014. The SimFer
Mining Concession duration is 25 years, renewed automatically
for a further period of 25 years followed by further 10-year
periods in accordance with the applicable Guinean Mining
Code and the ACBC. It covers an area of 369km2.
SimFer has also signed a Co-Development Agreement with the
State and WCS on 10 August 2023, to enable co-development
of the rail and port infrastructure for the Simandou iron ore
projects. The Co-Development Agreement, which, along with
bipartite amendments for each of the SimFer and WCS Mine
Conventions, adapts the existing investment frameworks of
SimFer (including its pre-existing BOT Convention) and WCS.
These conventions and amendments were ratified by the
Guinean National Transition Council on 3 February 2024 and
came into force on 30 May 2024.
Key permit conditions
In addition to the SimFer Mining Concession, the ACBC, as
amended by the mine bipartite agreement, establishes the legal
regime for the mine project and sets out SimFer’s key legal
rights and protections. The Simandou mine SEIA was originally
approved in 2012 and has been updated through an approved
SEIA in 2024. A SEIA for the mine and rail spur was approved
in July 2024, and updated SEIA for Port terrestrial works
approved in September 2024. An updated SEIA for Port marine
works is undergoing regulatory approvals as of December
2024. Approvals have been maintained in accordance with
applicable law throughout construction, through annual
renewals of certificates of conformance.
History
SimFer submitted a bankable feasibility study to the State in
2016, with further feasibility studies for mine and infrastructure
to reflect the infrastructure co-development arrangements
completed in 2022, 2023 and 2024, and which have been
submitted to or approved by the State as required by the
infrastructure co-development arrangements and the
investment framework.
Property description/type of mine
Open pit.
This Property is considered a development stage property for
SK-1300 reporting purposes.
Type of mineralisation
Supergene-enriched itabirite hosted iron ore deposits. The
deposits are part of a supracrustal belt with the banded iron
formation proto-ore likely deposited in a shallow marine setting
within a forearc basin. The age of deposition is considered to
be between 2.7Ga and 2.2Ga.
Processing plants and other available facilities
Current plans are for the run-of-mine ore to be coarsely
crushed at the Ouéléba mine site at a maximum rate of 60Mtpa
phase 1 capacity to P100 of -100mm through 2 identical
primary and secondary crushing stations in a staged
arrangement. The coarsely crushed ore will then be conveyed
to the mine stockyard. The ore will be reclaimed from the
stockpiles and conveyed to the train load-out facility for loading
into trains which transport materials to the port facility where it
will be likely shipped by bulk carrier to several ports including in
China. Other major facilities that will support the operations
include power generation, explosives facilities, fuel and
lubricants facilities, administration buildings, workshops and a
permanent village.
Power source
Current designs contemplate that power for the mine site and
other areas will be supplied by a hybrid power plant consisting
of diesel generators and a regenerative battery power solution.
Further, there is a plan to connect the facility to the power grid
local operator Électricité de Guinée. This will require an
approximately 20km connection line to the main grid once it is
available and would substantially reduce energy costs and
fuel consumption.
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Production, Mineral Reserves, Mineral Resources and operations  |  Mines and production facilities
Group smelters, refineries and remelting & casting facilities (Rio Tinto’s interest 100% unless otherwise shown)
Smelter/refinery/facility
Location
Title/lease
Plant type/product
Capacity (based on
100% ownership)
Aluminium
Alma
Alma, Quebec, Canada
100% freehold
Aluminium smelter producing aluminium rod,
t-foundry, molten metal, high purity, remelt
480,000 tonnes per
year aluminium
Alouette (40%)
Sept-Îles, Quebec,
Canada
100% freehold
Aluminium smelter producing aluminium
high purity, remelt
627,000 tonnes per
year aluminium
Arvida
Saguenay, Quebec,
Canada
100% freehold
Aluminium smelter producing aluminium
billet, molten metal, remelt
145,000 tonnes per
year aluminium
Arvida AP60
Saguenay, Quebec,
Canada
100% freehold
Aluminium smelter producing aluminium
high purity, remelt
60,000 tonnes per
year aluminium
Bécancour (25.1%)
Bécancour, Quebec,
Canada
100% freehold
Aluminium smelter producing aluminium
slab, billet, t-foundry, remelt, molten metal
460,000 tonnes per
year aluminium
Bell Bay
Bell Bay, Northern
Tasmania, Australia
100% freehold
Aluminium smelter producing aluminium
slab, molten metal, small form and t-
foundry, remelt
195,000 tonnes per
year aluminium
Boyne Smelters (73.5%)
Boyne Island,
Queensland, Australia
100% freehold
Aluminium smelter producing aluminium
billet, EC grade, small form and t-foundry,
remelt
584,000 tonnes per
year aluminium
ELYSIS (48.24%)
Saguenay, Quebec,
Canada
100% freehold
Industrial research and development centre
producing commercial grade aluminium using
carbon free smelting technology
275 tonnes per year
aluminium
Grande-Baie
Saguenay, Quebec,
Canada
100% freehold
Aluminium smelter producing aluminium
slab, molten metal, high purity, remelt
235,000 tonnes per
year aluminium
ISAL
Reykjavik, Iceland
100% freehold
Aluminium smelter producing aluminium
remelt, billet
212,000 tonnes per
year aluminium
Jonquière (Vaudreuil)
Jonquière, Quebec,
Canada
100% freehold
Smelter grade alumina
1,560,000 tonnes per
year alumina
Kitimat
Kitimat, British Columbia,
Canada
100% freehold
Aluminium smelter producing aluminium
slab, remelt, high purity
432,000 tonnes per
year aluminium
Laterrière
Saguenay, Quebec,
Canada
100% freehold
Aluminium smelter producing aluminium
slab, remelt, molten metal
255,000 tonnes per
year aluminium
Queensland Alumina
(80%)
Gladstone, Queensland,
Australia
73.3% freehold; 26.7% leasehold (of
which more than 80% expires in 2026
and after)
Refinery producing alumina
3,950,000 tonnes per
year alumina
São Luis (Alumar) (10%)
São Luis, Maranhão,
Brazil
100% freehold
Refinery producing alumina
3,830,000 tonnes per
year alumina
Sohar (20%)
Sohar, Oman
100% leasehold (expiring 2039)
Aluminium smelter producing aluminium,
high purity, remelt
395,000 tonnes per
year aluminium
Tiwai Point (New
Zealand Aluminium
Smelters)
Invercargill, Southland,
New Zealand
19.6% freehold; 80.4% leasehold
(expiring in 2029 and use of certain
Crown land)
Aluminium smelter producing aluminium
billet, slab, small form foundry, high purity,
remelt
373,000 tonnes per
year aluminium
Tomago (51.6%)
Tomago, New South
Wales, Australia
100% freehold
Aluminium smelter producing aluminium
billet, slab, remelt
590,000 tonnes per
year aluminium
Yarwun
Gladstone, Queensland,
Australia
97% freehold; 3% leasehold (expiring
2101 and after)
Refinery producing alumina
3,200,000 tonnes per
year alumina
Matalco Bluffton
Manufacturing (50%)
Bluffton, Indiana, US
100% freehold
Remelt and manufacture of aluminium billet
and slab
104,000 tonnes per
year
Matalco Brampton
Manufacturing (50%)
Brampton, Ontario,
Canada
100% freehold
Remelt and manufacture of aluminium billet
109,000 tonnes per
year
Matalco Canton
Manufacturing (50%)
Canton, Ohio, US
100% freehold
Remelt and manufacture of aluminium billet
64,000 tonnes per
year
Matalco Franklin
Manufacturing (50%)
Franklin, Kentucky, US
100% freehold
Remelt and manufacture of aluminium slab
122,000 tonnes per
year
Matalco Lordstown
Manufacturing (50%)
Lordstown, Ohio, US
100% freehold
Remelt and manufacture of aluminium billet
159,000 tonnes per
year
Matalco Shelbyville
Manufacturing (50%)
Shelbyville, Kentucky, US
100% freehold
Remelt and manufacture of aluminium billet
154,000 tonnes per
year
Matalco Wisconsin
Rapids Manufacturing
(50%)
Wisconsin Rapids,
Wisconsin, US
100% freehold
Remelt and manufacture of aluminium billet
and slab
104,000 tonnes per
year
Annual Report on Form 20-F 2024
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Production, Mineral Reserves, Mineral Resources and operations  |  Mines and production facilities
Group smelters and refineries and remelting & casting facilities (Rio Tinto’s interest 100% unless otherwise shown)
Smelter/refinery/facility
Location
Title/lease
Plant type/product
Capacity (based on
100% ownership)
Copper
Rio Tinto Kennecott
Magna, Salt Lake City,
Utah, US
100% freehold
Flash smelting furnace/Flash convertor furnace
copper refinery and precious metals plant
335,000 tonnes per
year refined copper
Minerals
Boron
Boron, California, US
100% freehold
Borates refinery
576,000 tonnes per
year boric oxide
IOC pellet plant (58.7%)
Labrador City,
Newfoundland and
Labrador, Canada
100% freehold (asset), 100%
freehold (land) under sublease from
Labrador Iron Ore Royalty
Corporation for life of mine.
Pellet induration furnaces producing
multiple iron ore pellet types
13.5 million tonnes
per year pellet
Richards Bay Minerals
(74%)
Richards Bay, South
Africa
100% freehold
Ilmenite smelter
1,050,000 tonnes per
year titanium dioxide
slag, 565,000 tonnes
per year iron
Rio Tinto Iron and
Titanium Quebec
Operations - Sorel-Tracy
plant
Sorel-Tracy, Quebec,
Canada
100% freehold
Ilmenite smelter
1,300,000 tonnes per
year titanium dioxide
slag, 1,000,000
tonnes per year iron
Group power plants (Rio Tinto’s interest 100% unless otherwise shown)
Power plant
Location
Title/lease
Plant type/product
Capacity (based on
100% ownership)
Iron Ore
Cape Lambert power
station (67%)
Cape Lambert, Western
Australia, Australia
Lease
Two LM6000PF dual-fuel turbines
80MW
Paraburdoo power
station
Paraburdoo, Western
Australia, Australia
Lease
Three LM6000PC gas-fired turbines
120MW
West Angelas power
station (67%)
West Angelas, Western
Australia, Australia
Miscellaneous licence
Two LM6000PF dual-fuel turbines
80MW
Yurralyi Maya
power station (84.2%)
Dampier, Western
Australia, Australia
Miscellaneous licence
Four LM6000PD gas-fired turbines
One LM6000PF gas-fired turbine
200MW
Gudai-Darri solar farm
Gudai-Darri, Western
Australia, Australia
Miscellaneous licence
Solar PV single-axis tracking
up to 34MW
Aluminium
Amrun power station
Amrun, Australia
100% leasehold
Diesel generation
24MW
Gladstone power station
(42%)
Gladstone, Queensland,
Australia
100% freehold
Thermal power station
1,680MW
Gove power station
Nhulunbuy, Northern
Territory, Australia
100% leasehold
Diesel generation
24MW
Kemano power station
Kemano, British
Columbia, Canada
100% freehold
Hydroelectric power
1,014MW installed
capacity
Quebec power stations
Saguenay, Quebec,
Canada (Chute-à-Caron,
Chute-à-la- Savane,
Chute-des-Passes,
Chute-du-Diable, Isle-
Maligne, Shipshaw)
100% freehold (certain facilities
leased from Quebec Government
until 2058 pursuant to Peribonka
Lease)
Hydroelectric power
3,147MW installed
capacity
Weipa power stations
and solar generation
facility
Lorim Point, Andoom, and
Weipa, Australia
100% leasehold
Diesel generation supplemented by solar
generation facility
38MW
Yarwun alumina refinery
co-generation plant
Gladstone, Queensland,
Australia
100% freehold
Gas turbine and heat recovery steam
generator
160MW
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Production, Mineral Reserves, Mineral Resources and operations  |  Mines and production facilities
Group power plants (Rio Tinto’s interest 100% unless otherwise shown)
Power plant
Location
Title/lease
Plant type / Product
Capacity (based on
100% ownership)
Copper
Rio Tinto Kennecott
power stations
Salt Lake City, Utah, US
100% freehold
Steam turbine running off waste heat boilers
at the copper smelter
31.8MW
Combined heat and power plant supplying
steam to the copper refinery
6.2MW
Solar power plant
5MW
Minerals
Boron co-generation
plant
Boron, California, US
100% freehold
Co-generation uses natural gas to generate
steam and electricity, used to run Boron’s
refining operations
48MW
Energy Resources of
Australia (98.43%)
Ranger Mine, Jabiru,
Northern Territory,
Australia
Lease
Five diesel generator sets rated at 5.17MW;
one diesel generator set rated at 2MW; 4
additional diesel generator sets rated at
2MW
35.8MW
IOC power station
(58.7%)
Sept-Îles, Quebec,
Canada
Statutory grant
Hydroelectric power
22MW
QMM power plant
Fort Dauphin,
Madagascar
100% freehold
Diesel generation supplemented by solar
generation facility
32MW
p330a.jpg
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Additional information
Shareholder information
US Disclosure
Cautionary statement about forward-looking statements
Contact details
Camera-red_accent.gif
Image: Chute-à-Caron hydroelectric power
plant Quebec, Canada.
Pages 321 to 324 have been intentionally omitted.
Annual Report on Form 20-F 2024
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Additional information 
Shareholder information
Organisational structure
The Rio Tinto Group consists of Rio Tinto plc
(registered in England and Wales as
company number 719885 under the UK
Companies Act 2006 and listed on the
London Stock Exchange as RIO.L), and Rio
Tinto Limited (registered in Australia as ABN
96 004 458 404 under the Australian
Corporations Act 2001 and listed on the
Australian Securities Exchange as RIO.AX).
LSX is the principal trading market for Rio
Tinto plc shares, and ASX for Rio Tinto
Limited shares.
Rio Tinto plc has a sponsored American
Depositary Receipts (ADR) facility, with
underlying shares registered with the US
Securities and Exchange Commission (SEC)
and listed on the New York Stock Exchange
as RIO.N.
Rio Tinto is headquartered in London with a
corporate office in Melbourne.
Nomenclature and financial data
Rio Tinto plc and Rio Tinto Limited operate
together and are referred to in this report as
Rio Tinto, the Rio Tinto Group or the Group.
These expressions are used for convenience
notwithstanding that they are separate and
distinct legal entities. Likewise, the words "we",
"us", "our" and "ourselves" are used in some
places to refer to one, some or the companies
of the Rio Tinto Group in general. Financial
data in US dollars ($) is derived from, and
should be read in conjunction with, the 2024
financial statements. In general, where we
have provided financial data in other
currencies, it has been translated from the
consolidated financial statements, and is
provided solely for convenience. Exceptions
arise where data has been extracted directly
from source records.
History
Rio Tinto plc was incorporated on
30 March 1962, as The Rio Tinto-Zinc
Corporation Limited (RTZ). Rio Tinto Limited
was incorporated (under a different name)
on 17 December 1959 and following a merger
with other Australian interests in 1962,
formed a group that was later renamed
CRA Limited (CRA).
In 1997, RTZ became Rio Tinto plc and CRA
became Rio Tinto Limited.
Dual-listed companies structure
The businesses of RTZ and CRA were
merged contractually in 1995 by way of a dual-
listed companies structure ('DLC structure').
Both companies agreed to be managed in a
unified way, implementing arrangements to
provide shareholders of both companies with a
common economic interest in the DLC
structure, under a common board of directors.
The ratio of dividend, voting and capital
distribution rights attached to each share in Rio
Tinto plc and Rio Tinto Limited was fixed by a
“DLC Sharing Agreement” at an Equalisation
Ratio of 1:1. This has remained unchanged,
although can be revised in special
circumstances or with the approval of
shareholders of each company under the
class rights action approval procedure
(described below) and subject to any
adjustments to be confirmed by the Group's
external auditors. Rio Tinto shareholders
cannot directly enforce the provisions of the
DLC Sharing Agreement.
To ensure that the Boards of both companies
are identical, resolutions to appoint or
remove Directors must be put to
shareholders of both companies as Joint
Decisions (described below), and Directors
can only be a Director of one company if
they are a Director of both companies.
Dividend arrangements
Dividends paid on Rio Tinto plc and Rio Tinto
Limited shares are equalised
on a net cash basis without taking into
account any associated tax credits.
Dividends are determined in US dollars
(except for ADR holders) and both
companies must announce and pay
distributions (including dividends)
as close to the same time as possible.
If the payment of an equalised dividend
would contravene the law applicable to one
of the companies, they can depart from the
Equalisation Ratio but the relevant company
must put aside reserves for payment on the
relevant shares at a later date.
Voting arrangements
The shareholders of Rio Tinto plc and Rio
Tinto Limited vote as one combined body on
any matters that affect them similarly, subject
to limited exceptions. These are called Joint
Decisions, and include creating new classes
of share capital, changing directors and
auditors, and receiving annual financial
statements.
In class rights actions, where both
companies are not affected equally such
as changes to a company’s articles of
association or constitution, the resolution
must be passed by the shareholders of each
company on a standalone basis.
In other circumstances, only one company
requires a vote, and these matters are single
electorate matters.
All shareholder resolutions that include a
Joint Decision or class rights action are
decided by a poll, although in exceptional
circumstances, certain shareholders can be
excluded from voting at their respective
company's general meeting (such as where
they have breached the limitations on
ownership of shares discussed below).
Where a matter has been expressly
categorised as a Joint Decision or a class
rights action, the Directors cannot change
that categorisation. If a matter is categorised
as both, it is treated as a class rights action.
Otherwise, the Directors decide how issues
should be put to shareholders for approval.
Both companies have entered into
shareholder joint voting agreements, where a
Special Voting Share is issued to a special
purpose company and held in trust for
shareholders by a trustee.
When a resolution is put as a Joint Decision,
each Rio Tinto plc share carries one vote at
Rio Tinto plc shareholders meeting. The
holder of the Special Voting Share has one
vote for each vote cast by the public
shareholders of Rio Tinto Limited in their
parallel meeting. Holders of Rio Tinto Limited
ordinary shares do not hold voting shares in
Rio Tinto plc by virtue of their holding in Rio
Tinto Limited, and cannot enforce the voting
arrangements relating to the Special Voting
Share. Instead, the trustee holding the
Special Voting Share must vote in
accordance with the votes cast by public
shareholders on the equivalent resolution at
the parallel Rio Tinto Limited shareholders'
meeting.
The same arrangements apply for the trustee
holding the Special Voting Share issued by
Rio Tinto Limited to cast a vote
at the Rio Tinto Limited shareholders
meeting for each vote cast by the public
shareholders of Rio Tinto plc in their
parallel meeting.
Capital distribution arrangements
If either company goes into liquidation,
the surplus assets of both companies are
valued. If the surplus assets available for
distribution by one company exceed the
surplus assets available for distribution by
the other company (on each of the shares
held by its shareholders), then, to the extent
permitted by law, an equalising payment
must be made so that the amount available
for distribution on each share held by
shareholders of both companies reflects the
Equalisation Ratio.
Annual Report on Form 20-F 2024
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Additional information  |  Shareholder information
Limitations on ownership of shares and
merger obligations
Control of interests in publicly listed
companies in excess of defined thresholds,
is regulated in both Australia and the UK.
Under UK law, which applies to Rio Tinto plc,
the threshold is 30% and under Australian
law which applies to Rio Tinto Limited, the
threshold is 20%. These thresholds also
apply on a joint basis as Rio Tinto plc's
Articles of Association and Rio Tinto
Limited's Constitution extend these laws to
apply to the combined entity. These
provisions also ensure that a person cannot
exercise control over one company without
having made offers to the public
shareholders of both companies. If one of
these thresholds is exceeded, the person's
voting and distribution rights are suspended,
and their shares may be divested – until they
offer for all publicly held shares of the other
company, reduce their controlling interest
below the thresholds specified, or acquire (by
a permitted means) at least 50% of each
company's publicly held shares.
This ensures equal treatment for all
shareholders, with the Directors unable to offer
exemptions.
Guarantees
Subject to limited exceptions, each company
guarantees the other company's contractual
obligations, creditors and the obligations of
other persons guaranteed by the other
company. All creditors can make demands on
their guarantor without first having recourse to
the company or persons whose obligations are
being guaranteed.
The guarantor's obligations expire on
termination of the Sharing Agreement (but only
for obligations arising after termination) and
under other limited circumstances (after due
notice is given).
Markets
Rio Tinto plc
The principal market for Rio Tinto plc shares
is the London Stock Exchange, with shares
trading through the Stock Exchange
Electronic Trading Service (SETS) system.
Rio Tinto plc American Depositary Receipts
(ADRs) are listed on the New York Stock
Exchange.
Rio Tinto Limited
Rio Tinto Limited shares are listed on the
Australian Securities Exchange (ASX).
The ASX is the principal trading market for
Rio Tinto Limited shares. The ASX is a
national stock exchange with an automated
trading system.
Share ownership
Substantial shareholders in Rio Tinto plc
The following table shows holdings of 3% or more of voting rights in Rio Tinto plc’s ordinary shares as per the most recent notification of each
respective holder to Rio Tinto plc under the UK Disclosure and Transparency Rule 5. The percentage of voting rights detailed below was
calculated as at the date of the relevant disclosures. The following table shows shareholders who have provided this notice or an equivalent as
of 4 February 2025.
Rio Tinto plc
Date of
notice
Number
of shares
Percentage
of capital
BlackRock, Inc.1
4 Dec 2009
127,744,871
8.38
Shining Prospect Pte. Ltd
7 Dec 2018
182,550,329
14.02
The Capital Group Companies, Inc.
6 Jul 2022
51,648,733
4.13
JPMorgan Nominees Australia Ltd
28 Jan 2025
37,704,651
3.01
1.On 25 January 2024, BlackRock, Inc. filed an Amendment to Schedule 13G with the SEC and disclosed beneficial ownership of 112,980,265 ordinary shares in Rio Tinto plc as of 31
December 2023, representing 9.0% of that class of shares.
Substantial shareholders in Rio Tinto Limited
Under the Australian Corporations Act 2001, any person with 5% or more voting power in Rio Tinto Limited is required to provide the company
with notice. The following table shows shareholders who have provided this notice or an equivalent as of 4 February 2025:
Rio Tinto Limited
Date of
notice
Number
of shares
Percentage
of capital2
State Street Corporation
23 Jan 2025
31,424,591
8.47
The Vanguard Group, Inc.3
4 Jul 2024
22,353,663
6.02
BlackRock, Inc.4, 5
5 Dec 2022
26,031,175
7.01
Shining Prospect Pte. Ltd
9 Feb 2018
see footnote6
see footnote6
2.The percentage of voting rights detailed was as disclosed in the notice received by the company, calculated at the time of the relevant disclosure.
3.On 13 February 2024, The Vanguard Group Inc. filed an Amendment to Schedule 13G with the SEC and disclosed beneficial ownership of 21,071,571 ordinary shares in Rio Tinto Limited as
of 29 December 2023, representing 5.68% of that class of shares.
4.In its substantial holding notice filed on 5 December 2022, BlackRock, Inc. and its associates disclosed a holding of 115,764,125 shares in Rio Tinto plc and 26,031,175 shares in Rio Tinto
Limited, which gave BlackRock, Inc. and its associates voting power of 8.74% in the Rio Tinto Group on a Joint Decision matter. Accordingly, in addition to being substantial shareholders of
Rio Tinto Limited by virtue of interests held in Rio Tinto Limited’s shares, through the operation of the Australian Corporations Act 2001 as modified to apply to the DLC structure, these
entities disclosed voting power of 8.74% in Rio Tinto Limited. Based on this notification, as at 5 December 2022, BlackRock, Inc. directly held a 7.01% interest in Rio Tinto Limited. 
5.On 2 February 2024, BlackRock, Inc. filed an Amendment to Schedule 13G with the SEC and disclosed beneficial ownership of 24,991,523 ordinary shares in Rio Tinto Limited as of 31
December 2023, representing 6.7% of that class of shares.
6.In its substantial holding notice filed on 9 February 2018, Shining Prospect Pte. Ltd disclosed that its holding of 182,550,329 Rio Tinto plc shares gave Shining Prospect Pte. Ltd and its
associates voting power of 10.32% in the Rio Tinto Group on a Joint Decision matter. Accordingly, through the operation of the Australian Corporations Act 2001 as modified to apply to the
DLC structure, these disclosed voting power of 10.32% in Rio Tinto Limited.
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Additional information  |  Shareholder information
As far as is known, Rio Tinto plc and
Rio Tinto Limited are not directly or indirectly
owned or controlled by another corporation
or by any government or natural person.
Rio Tinto is not aware of any arrangement
that may result in a change in control of
Rio Tinto plc or Rio Tinto Limited. No
shareholder possesses voting rights that
differ from those attaching to Rio Tinto plc’s
and Rio Tinto Limited’s securities.
As of 4 February 2025, the total amount of
the Group’s voting securities owned by the
Directors and Executives in Rio Tinto plc was
381,338 ordinary shares of 10p each or
ADRs. There were 23,270 holders of record
of Rio Tinto plc’s shares. Of these holders,
337 had registered addresses in the US and
held a total of 286,520 Rio Tinto plc shares,
representing 0.02% of the total number of
Rio Tinto plc shares issued and outstanding
as at such date. In addition, 187,497,933
Rio Tinto plc shares were registered in the
name of a custodian account in London
which represented 14.93% of Rio Tinto plc
shares issued and outstanding. These
shares were represented by 187,497,938
Rio Tinto plc ADRs held on record by 411
ADR holders. In addition, certain accounts on
record with registered addresses other than
in the US hold shares, in whole or in part,
beneficially for US persons.
As of 4 February 2025, the total amount of
the Group’s voting securities owned by
Directors and Executives in Rio Tinto Limited
was 80,391 shares, in aggregate
representing less than 0.01% of the Group’s
total number of ordinary shares in issue.
There were 186,022 holders of record of
Rio Tinto Limited shares. Of these holders,
239 had registered addresses in the US,
representing approximately 0.03% of the
total number of Rio Tinto Limited shares
issued and outstanding as of such date. In
addition, nominee accounts of record with
registered addresses other than in the US
may hold Rio Tinto Limited shares, in whole
or in part, beneficially for US persons.
Unquoted equity securities in
Rio Tinto Limited
As at 4 February 2025, there were Rio Tinto
Limited unquoted equity securities on issue,
comprising 39,652 unvested Bonus Deferral
Awards held by 4 holders; 1,211,294
unvested Management Share Awards held
by 1,154 holders; and 1,384,779 unvested
Performance Share Awards held by 67
holders, all of which were granted under the
Rio Tinto Limited Equity Incentive Plan, and
1,592,590 unvested matching share rights
were granted under the Rio Tinto Limited
Global Employee Share Plan held by 17,993
holders. This information is provided in
compliance with ASX Listing Rule 4.10.16.
Analysis of ordinary shareholders
Rio Tinto plc
Rio Tinto Limited
As at 4 February 2025
No. of accounts
%
Shares
%
No. of accounts
%
Shares
%
1 to 1,000 shares
17,412
74.84
5,392,447
0.43
160,885
86.49
39,986,230
10.77
1,001 to 5,000 shares
4,159
17.88
8,409,963
0.67
22,619
12.16
45,069,109
12.14
5,001 to 10,000 shares
464
2
3,269,939
0.26
1,756
0.94
12,095,600
3.26
10,001 to 25,000 shares
322
1.38
5,255,377
0.42
608
0.33
8,922,442
2.40
25,001 to 125,000 shares
436
1.87
26,361,847
2.1
115
0.06
5,475,069
1.47
125,001 to 250,000 shares
140
0.6
25,182,780
2.01
9
0.00
1,510,416
0.41
250,001 to 1,250,000 shares
224
0.96
127,229,621
10.13
16
0.01
8,075,866
2.18
1,250,001 to 2,500,000 shares
45
0.19
81,956,292
6.52
7
0.00
13,270,211
3.57
2,500,001 shares and over
64
0.28
972,901,3251
77.46
7
0.00
236,811,271
63.79
1,255,959,5912
100.00
371,216,2143
100.00
Number of holdings less than marketable parcel of A$500
2,858
1.This includes 187,507,978 shares held in the name of a nominee on the share register. The shares are listed on the New York Stock Exchange (NYSE) in the form of American Depositary
Receipts (ADRs).
2.The total issued share capital is made up of 1,255,959,591 publicly held shares and 2,907,902 shares held in Treasury.
3.Publicly held shares in Rio Tinto Limited.
Twenty largest registered shareholders
The following table lists the 20 largest registered holders of Rio Tinto Limited shares in accordance with the ASX listing rules, together with the
number of shares and the percentage of issued capital each holds, as of 4 February 2025.
Rio Tinto Limited
Number of
shares
Percentage of
issued share
capital
HSBC Custody Nominees (Australia) Limited
113,368,977
30.54
J. P. Morgan Nominees Australia Pty Limited
57,336,317
15.45
Citicorp Nominees Pty Ltd
43,888,604
11.82
BNP Paribas Nominees Pty Ltd (Agency Lending A/C)
8,189,356
2.21
BNP Paribas Noms Pty Ltd
7,401,091
1.99
National Nominees Limited
3,830,790
1.03
Citicorp Nominees Pty Limited (Colonial First State Inv A/C)
3,358,616
0.90
Australian Foundation Investment Company Limited
2,200,553
0.59
Argo Investments Limited
2,200,139
0.59
HSBC Custody Nominees (Australia) Limited (NT-Comnwlth Super Corp A/C)
2,141,508
0.58
BNP Paribas Nominees Pty Ltd Hub24 Custodial Serv Ltd
1,970,724
0.53
BNP Paribas Nominees Pty Ltd (ACF Clearstream)
1,869,358
0.50
Netwealth Investments Limited (WRAP Services A/C)
1,794,437
0.48
Mutual Trust Pty Ltd
1,432,029
0.39
Custodial Services Limited
1,120,911
0.30
BNP Paribas Noms (NZ) Ltd
774,816
0.21
CGU Insurance
753,190
0.20
IOOF Investment Services Limited (IPS Superfund A/C)
608,918
0.16
IOOF Investment Services Limited (IOOF IDPS A/C)
598,554
0.16
Peter & Lyndy White Foundation Pty Ltd
591,877
0.16
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Additional information  |  Shareholder information
Material contracts
Articles of Association, Constitution, and
DLC Sharing Agreement
As explained on page 325, under the terms
of the DLC structure, shareholders of
Rio Tinto plc and of Rio Tinto Limited entered
into certain contractual arrangements
designed to place the shareholders of both
companies in substantially the same position
as if they held shares in a single entity that
owned all the assets of both companies. As
far as is permitted by the UK Companies Act
2006, the Australian Corporations Act 2001
and ASX Listing Rules, this principle is
reflected in the Articles of Association of
Rio Tinto plc and in the Constitution of
Rio Tinto Limited.
The following summaries describe the
material rights of shareholders of both
Rio Tinto plc and Rio Tinto Limited.
Objects
At the 2009 AGMs, shareholders of Rio Tinto
plc and Rio Tinto Limited approved
amendments to their Articles of Association
and Constitution whereby the object clauses
were removed to allow the companies to
have the widest possible scope of activities.
Directors’ interests
Under Rio Tinto plc’s Articles of Association,
a Director may not vote in respect of any
proposal in which he or she, or any other
person connected with him or her, has any
interest, other than by virtue of his or her
interests in shares or debentures or other
securities of, in or through the company,
except in certain circumstances, including in
respect of resolutions:
Indemnifying him or her or a third party in
respect of obligations incurred by the
Director on behalf of, or for the benefit of,
the company, or in respect of obligations
of the company, for which the Director
has assumed responsibility under an
indemnity, security or guarantee.
Relating to an offer of securities in which
he or she may be interested as a holder
of securities or as an underwriter.
Concerning another body corporate in
which the Director is beneficially
interested in less than 1% of the issued
shares of any class of shares of such a
body corporate.
Relating to an employee benefit in which
the Director will share equally with
other employees.
Relating to liability insurance that the
company is empowered to purchase for
the benefit of Directors of the company in
respect of actions undertaken as
Directors (or officers) of the company.
Concerning the giving of indemnities in
favour of Directors or the funding of
expenditure by Directors to defend
criminal, civil or regulatory proceedings or
actions against a Director.
Under Rio Tinto Limited’s Constitution,
a Director may be present at a meeting of the
Board while a matter in which the Director
has a material personal interest is being
considered and may vote in respect of that
matter, except where a Director is
constrained by Australian law.
The Directors are empowered to exercise all
the powers of the companies to borrow
money; to charge any property or business
of the companies or all, or any, of their
uncalled capital; and to issue debentures or
give any other security for a debt, liability or
obligation of the companies or of any other
person. The Directors shall restrict the
borrowings of Rio Tinto plc to the limitation
that the aggregate amount of all monies
borrowed by the company and its
subsidiaries shall not exceed an amount
equal to 1.5 times the companies’ share
capital plus aggregate reserves unless
sanctioned by an ordinary resolution of
the company.
Directors are not required to hold any shares
of either company by way of qualification.
The Remuneration Report on pages 119-145
provides information on shareholding policies
relating to Executive and Non-Executive
Directors. Please refer to the Directors’
Report for information on the appointment of
Directors.
Rights attaching to shares
Under UK law, dividends on shares may only
be paid out of profits available for
distribution, as determined in accordance
with generally accepted accounting principles
and by the relevant law. Shareholders are
entitled to receive such dividends as may be
declared by the Directors. Directors may also
pay interim dividends to shareholders as
justified by the financial position of the
Group.
Under the Australian Corporations Act 2001,
dividends on shares may only be paid if the
company’s assets exceed its liabilities
immediately before the dividend is declared,
the excess is sufficient for the payment of the
dividend, the payment is fair and reasonable
to the company’s shareholders as a whole,
and the payment does not materially
prejudice the company’s ability to pay its
creditors. Any Rio Tinto plc dividend
unclaimed after 12 years from the date the
dividend was declared, or became due for
payment, will be forfeited and returned to the
company. Any Rio Tinto Limited dividend
unclaimed may be invested or otherwise
used by the Board for the benefit of the
company until claimed or otherwise disposed
of according to Australian law. Rio Tinto
Limited is governed by the State of Victoria’s
unclaimed monies legislation, which requires
the company to pay to the state revenue
office any unclaimed dividend payments of
A$20 or more that on 1 March each year
have remained unclaimed for over 12
months.
Voting
Voting at any general meeting of
shareholders on a resolution on which the
holder of the Special Voting Share is entitled
to vote shall be decided by a poll, and any
other resolution shall be decided by a show
of hands unless a poll has been duly
demanded. On a show of hands, every
shareholder who is present in person or by
proxy (or other duly authorised
representative) and is entitled to vote, has
one vote regardless of the number of shares
held. The holder of the Special Voting Share
is not entitled to vote in a show of hands. On
a poll, every shareholder who is present in
person or by proxy (or other duly authorised
representative) and is entitled to vote, has
one vote for every ordinary share for which
he or she is the holder. In the case of Joint
Decisions, the holder of the Special Voting
Share has one vote for each vote cast in
respect of the publicly held shares of the
other company.
A poll may be demanded by any of
the following:
The Chair of the meeting.
At least 5 shareholders entitled to vote on
the resolution.
Any shareholder(s) representing in the
aggregate not less than one tenth
(Rio Tinto plc) or one 20th (Rio Tinto
Limited) of the total voting rights of all
shareholders entitled to vote on the
resolution.
Any shareholder(s) holding Rio Tinto plc
shares conferring a right to vote at the
meeting on which there have been paid-
up sums in the aggregate equal to not
less than one tenth of the total sum paid
up on all the shares conferring that right.
The holder of the Special Voting Share of
either company.
A proxy form gives the proxy the authority to
demand a poll, or to join others in
demanding one.
The necessary quorum for a Rio Tinto plc
general meeting is 3 members present
(in person or by proxy or other duly
authorised representative) and entitled to
vote. For a Rio Tinto Limited general meeting
it is 2 members present (in person or by
proxy or other duly authorised
representative).
Matters are transacted at general
meetings by the proposing and passing of
resolutions as:
Ordinary resolutions (for example the
election of Directors), which require the
affirmative vote of a majority of persons
voting at a meeting for which there is
a quorum.
Special resolutions (for example
amending the Articles of Association of
Rio Tinto plc or the Constitution of
Rio Tinto Limited), which require the
affirmative vote of not less than three-
quarters of the persons voting at a
meeting at which there is a quorum.
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Additional information  |  Shareholder information
The Sharing Agreement further classifies
resolutions as Joint Decisions and class
rights actions as explained on pages
AGMs must be convened with 21 days’
written notice for Rio Tinto plc and with 28
days’ notice for Rio Tinto Limited. In
accordance with the authority granted by
shareholders at the Rio Tinto plc AGM in
2024, other meetings of Rio Tinto plc may be
convened with 14 days’ written notice for the
passing of a special resolution, and with
14 days’ notice for any other resolution,
depending on the nature of the business to
be transacted. All meetings of Rio Tinto
Limited require 28 days’ notice. In calculating
the period of notice, any time taken to deliver
the notice and the day of the meeting itself
are not included. The notice must specify the
nature of the business to be transacted.
Variation of rights
If, at any time, the share capital is divided
into different classes of shares, the rights
attached to each class may be varied,
subject to the provisions of the relevant
legislation, the written consent of holders of
three-quarters in value of the shares of that
class, or upon the adoption of a special
resolution passed at a separate meeting of
the holders of the shares of that class. At
every such meeting, all of the provisions of
the Articles of Association and Constitution
relating to proceedings at a general meeting
apply, except that the quorum for Rio Tinto
plc should be 2 or more persons who hold or
represent by proxy not less than one-third in
nominal value of the issued shares of
the class.
Rights upon a winding-up
Except as the shareholders have agreed or
may otherwise agree, upon a winding-up, the
balance of assets available for distribution
after the payment of all creditors (including
certain preferential creditors, whether
statutorily preferred creditors or normal
creditors), and subject to any special rights
attaching to any class of shares, is to be
distributed among the holders of ordinary
shares according to the amounts paid-up on
the shares held by them. This distribution
should generally be made in cash. A
liquidator may, however, upon the adoption
of a special resolution of the shareholders,
divide among the shareholders the whole or
any part of the assets in specie or kind.
The Sharing Agreement describes the
distribution of assets of each of the
companies in the event of a liquidation, as
explained on page 325.
Facility agreements
Details of the Group’s credit facilities are set
out in the Our capital and liquidity section to
the financial statements on page 197.
Exchange controls and foreign
investment
Rio Tinto plc
There are no UK foreign exchange controls
or other restrictions on the import or export of
capital by, or on the payment of dividends to,
non-resident holders of Rio Tinto plc shares,
or that materially affect the conduct of
Rio Tinto plc’s operations. It should be noted,
however, that various sanctions, laws,
regulations or conventions may restrict the
import or export of capital by, or the payment
of dividends to, non-resident holders of
Rio Tinto plc shares. There are no
restrictions under Rio Tinto plc’s Articles of
Association or under UK law that specifically
limit the right of non-resident owners to hold
or vote in Rio Tinto plc shares. However,
certain of the provisions of the Australian
Foreign Acquisitions and Takeovers Act
1975 (the Takeovers Act) described below
also apply to the acquisition by non-
Australian persons of interests in securities
of Rio Tinto plc.
Rio Tinto Limited
Under current Australian legislation, Australia
does not impose general exchange or
foreign currency controls. Subject to some
specific requirements and restrictions,
Australian and foreign currency may be
freely brought into and sent out of Australia.
There are requirements to report cash
transfers in or out of Australia of A$10,000 or
more. There is a prohibition on (or in some
cases the specific prior approval of the
Department of Foreign Affairs and Trade or
Minister for Foreign Affairs must be obtained
for) certain payments or other dealings
connected with countries or parties identified
with terrorism, or to whom United Nations or
autonomous Australian sanctions apply.
Sanction, anti-money laundering and counter
terrorism laws may restrict or prohibit
payments, transactions and dealings or
require reporting of certain transactions.
Rio Tinto Limited may be required to deduct
withholding tax from foreign remittances of
dividends, to the extent that they are
unfranked, and from payments of interest.
Acquisitions of interests in shares, and
certain other equity instruments in Australian
companies by non-Australian (“foreign”)
persons are subject to review and approval
by the Treasurer of the Commonwealth of
Australia under the Takeovers Act.
In broad terms, the Takeovers Act applies to
acquisitions of interests in securities in an
Australian entity by a foreign person where,
as a result, a single foreign person (and any
associate) would control 20% or more of the
voting power or potential voting power in the
entity. The potential voting power in an entity
is determined having regard to the voting
shares in the entity that would be issued if all
rights (whether or not presently exercisable)
in the entity were exercised.
The Takeovers Act also applies to direct
investments by foreign government
investors, in certain circumstances
regardless of the size of the investment.
Persons who are proposing relevant
acquisitions or transactions may be required
to provide notice to the Treasurer before
proceeding with the acquisition or
transaction, and may be required to register
their interest on the Register of Foreign
Ownership of Australian Assets.
The Treasurer has the power to order
divestment in cases where relevant
acquisitions or transactions have already
occurred, including where prior notice to the
Treasurer was not required. The Takeovers
Act does not affect the rights of owners
whose interests are held in compliance with
the legislation.
Limitations on voting and shareholding
Except for the provisions of the Takeovers
Act, there are no limitations imposed by law,
Rio Tinto plc’s Articles of Association or
Rio Tinto Limited’s Constitution, on the
rights of non-residents or foreigners to hold
the Group’s ordinary shares or ADRs, or to
vote that would not apply generally to
all shareholders.
Directors
Appointment and removal of Directors
The appointment and replacement of
Directors is governed by Rio Tinto plc’s
Articles of Association and Rio Tinto
Limited’s Constitution, relevant UK and
Australian legislation, and the UK Corporate
Governance Code. The Board may appoint a
Director either to fill a casual vacancy or as
an addition to the Board, so long as the total
number of Directors does not exceed the
limit prescribed in these constitutional
documents. An appointed Director must
retire and seek election to office at the next
AGM of each company. In addition to any
powers of removal conferred by the UK
Companies Act 2006 and the Australian
Corporations Act 2001, the company may by
ordinary resolution remove any Director
before the expiry of his or her period of office
and may, subject to these constitutional
documents, by ordinary resolution appoint
another person who is willing to act as a
Director in their place. In line with the UK
Corporate Governance Code, all Directors
are required to stand for re-election at each
AGM.
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Additional information  |  Shareholder information
Directors’ powers
The Board manages the business of Rio Tinto under the powers set out in these constitutional documents. These powers include the Directors’
ability to issue or buy back shares. Shareholders’ authority to empower the Directors to purchase its own ordinary shares is sought at the
AGM each year. The constitutional documents can only be amended, or replaced, by a special resolution passed in general meeting by at least
75% of the votes cast.
UK listing rules cross-reference table
The following table contains only those sections of UK listing rule 6.6.1 which are relevant. The remaining sections of listing rule 6.6.1 are
not applicable.
UK Listing rule
Description of listing rule
Reference in report
6.6.1 (1)
A statement of any interest capitalised by the Group during the year
Note 9 Finance income and finance costs.
6.6.1 (11)
Details of any arrangement under which a shareholder has waived or
agreed to waive any dividends
See page 147.
Metal prices and exchange rates
Metal prices – average for the year
2024
2023
Increase/
(Decrease)
Copper
– US cents/lb
415
386
8%
Aluminium
– $/tonne
2,419
2,250
8%
Gold
– $/troy oz
2,386
1,941
23%
Average exchange rates against the US dollar
Sterling
1.28
1.24
3%
Australian dollar
0.66
0.66
(1)%
Canadian dollar
0.73
0.74
(1)%
Euro
1.08
1.08
%
South African rand
0.055
0.054
1%
Year-end exchange rates against the US dollar
Sterling
1.25
1.28
(2)%
Australian dollar
0.62
0.69
(9)%
Canadian dollar
0.70
0.76
(8)%
Euro
1.04
1.11
(7)%
South African rand
0.053
0.054
(2)%
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Additional information
US Disclosure
Disclosure pursuant to Section
13(r) of the U.S. Securities
Exchange Act of 1934
Section 219 of the Iran Threat Reduction and
Syria Human Rights Act of 2012 added
Section 13(r) to the Securities Exchange Act
of 1934 (the “Exchange Act”). Section 13(r) to
the Exchange Act requires an issuer to
disclose in its annual reports whether it or any
of its affiliates knowingly engaged in certain
activities, transactions or dealings relating to
Iran or with the Government of Iran during the
period covered by the report. The Company
notes the following in relation to activities that
took place in 2024, or in relation to activities
the Company became aware of in 2024
relating to disclosable activities prior to the
reporting period.
The Company routinely takes action to
protect its intellectual property rights in many
countries throughout the world, including Iran.
As of 2024, the Company removed Iran from
its intellectual property rights filing strategy.
Rio Tinto acquired its interest in Namibia-
based Rössing Uranium Limited (“Rössing”)
in 1970. The Iran Foreign Investments
Company (“IFIC”) acquired its original
minority shareholding in Rössing in 1975.
IFIC’s interest predates the establishment of
the Islamic Republic of Iran and the U.S.
economic sanctions targeting Iran’s nuclear,
energy and ballistic missile programs. IFIC
acquired a minority shareholding in Rössing
in accordance with Namibian law. The
Treasury Department’s Office of Foreign
Assets Control designated IFIC as a Specially
Designated National on 5 November 2018.
On 16 July 2019, the Company completed
the sale of its entire interest 68.62 per cent
stake in Rössing to China National Uranium
Corporation Limited (“CNUC”) for an initial
cash payment of $6.5 million and a
contingent payment of up to $100 million. The
contingent payment is linked to uranium spot
prices reaching a certain level and Rössing's
net income until calendar year 2026. As a
result of the evolution of uranium prices, the
contingent payment had not been triggered
as of 31 December 2024. In addition, the
Company will receive a cash payment if,
subject to certain conditions, CNUC sell the
Zelda 20 Mineral Deposit during a restricted
period.
As of 31 December 2024, to the best of Rio
Tinto’s knowledge, CNUC had not sold the
Zelda Mineral Deposit. Rio Tinto Marketing
Pte Ltd has continued to purchase a quantity
of uranium produced by Rössing, in order to
satisfy existing contractual commitments with
customers, pursuant to an ongoing marketing
arrangement which will cease on 26
December 2026.
Rössing was neither a business partnership
nor joint venture between the Company and
IFIC. Rössing is a Namibian limited liability
company with a number of shareholders
which included Rio Tinto.
When the Company was a shareholder, IFIC
had no uranium product off-take rights.
Neither IFIC nor other Government of Iran
entities had any supply contracts in place with
Rössing and none received any uranium from
Rössing. IFIC also did not have access to any
technology through its investment in Rössing
or rights to such technology.
Rio Tinto had no power or authority to divest
IFIC’s holding in Rössing. The Rössing board
took steps in 2012 to terminate IFIC’s
involvement in the governance of Rössing.
When Rio Tinto was a shareholder in
Rössing, IFIC was entitled under Namibian
law to attend annual general meetings of
Rössing, which they did attend. IFIC was
represented on the board of Rössing by two
directors. While this level of board
representation did not provide IFIC with the
ability to influence the conduct of Rössing’s
business on its own, the Rössing board
nonetheless determined that, in light of
international economic sanctions, it would be
in the best interest of Rössing to terminate
IFIC’s involvement in board activity.
Therefore, on 4 June 2012, at the annual
general meeting of Rössing, the
shareholders, including the Company, voted
not to re-elect the two IFIC board members.
This ended IFIC’s participation in Rössing
board activities.
While IFIC has a notional entitlement to its
pro rata share of any dividend that the
majority of the board declared for all
shareholders in Rössing, such dividend
payments have been held in a blocked
account in Namibia to ensure compliance
with US sanctions legislation. Accordingly,
IFIC has not received such monies since
early 2008. Simply by maintaining its own
shareholding in Rössing, the Company was
not engaging in any activity intended or
designed to confer any direct or indirect
financial support for IFIC.
While the Company does not view itself as
actively transacting or entering into business
dealings with an instrumentality of the
Government of Iran or a Specially Designated
National, this information has been provided
to ensure transparency regarding the
passive, minority shareholding in Rössing
held by IFIC while the Company was a
shareholder.
Taxation
US residents
The following is a summary of the principal
UK tax, Australian tax and US federal income
tax consequences of the ownership of Rio
Tinto plc ADSs, Rio Tinto plc shares and Rio
Tinto Limited shares, “the Group’s ADSs and
shares”, by a US holder (as defined below). It
is not intended to be a comprehensive
description of all the tax considerations that
are relevant to all classes of taxpayer. This
summary does not cover all aspects of US
federal income taxation (including the
alternative minimum tax or net investment
income tax) that may be relevant to, or the
actual tax effect that any of the matters
described herein will have on, the acquisition,
ownership, or disposal of the Group’s ADSs
and shares by particular investors. Future
changes in legislation may affect the tax
consequences of the acquisition, ownership
or disposal of the Group’s ADSs and shares.
This summary is based in part on
representations by the Group’s depositary
bank as depositary for the ADRs evidencing
the ADSs and assumes that each obligation
in the deposit agreements will be performed
in accordance with its terms.
You are a US holder if you are a beneficial
owner of the Group’s ADSs and shares and
you are for US federal income tax purposes:
a citizen or resident of the United States; a
corporation created or organised under the
laws of the United States, any state thereof or
the District of Columbia; an estate whose
income is subject to US federal income tax
regardless of its source; or a trust if a US
court can exercise primary supervision over
the trust’s administration and one or more US
persons are authorised to control all
substantial decisions of the trust.
This section applies to US holders only if the
Group’s ADSs or shares are held as capital
assets for US federal income tax purposes.
This section does not address tax
considerations applicable to investors that
own (directly, indirectly, or by attribution) 5%
or more of the stock of the company (by vote
or value) and does not apply to shareholders
who are members of a special class of
holders subject to special rules, including a
dealer in securities, a trader in securities who
elects to use a mark-to-market method of
accounting for securities holdings, a tax
exempt organisation, a life insurance
company, a person that holds the Group’s
ADSs or shares as part of a straddle or a
hedging or conversion transaction, persons
that have ceased to be US citizens or lawful
permanent residents of the United States,
investors holding the Group’s ADSs or shares
in connection with a trade or business
conducted outside of the United States, US
expatriates or a person whose functional
currency is not the US dollar.
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This section is based on the US Internal
Revenue Code of 1986, as amended (the
Code), its legislative history, existing and
proposed regulations, published rulings and
court decisions, Australian tax law and practice,
UK tax law as applied in England and Wales
and HM Revenue & Customs published
practice (which may not be binding on HM
Revenue & Customs) and on the convention
between the United States and the UK, and the
convention between the United States and
Australia (together, the Conventions) which
may affect the tax consequences of the
ownership of the Group’s ADSs and shares,
all as of the date hereof. These laws and
Conventions are subject to change, possibly on
a retroactive basis.
The summary describes the treatment
applicable under the laws and Conventions in
force at the date of this report.
UK taxation of shareholdings in
Rio Tinto plc
The comments below are based on current
United Kingdom tax law as applied in
England and Wales and HM Revenue &
Customs (“HMRC”) practice (which may not
be binding on HMRC) as at the latest
practicable date before the date of this
document. This section is based on the
assumption that for UK tax purposes a US
holder who holds ADRs evidencing ADSs will
be treated as the beneficial owner of the
underlying shares represented by the ADSs.
Case law in the UK has cast doubt on this
view; however, HM Revenue & Customs
have stated that, except in so far as the
relevant US laws (being the laws applicable
to the territory in which the ADRs are issued)
conclusively dictate that the holder of an ADR
will not have beneficial ownership in the
underlying shares, they will continue to apply
their practice of regarding the holder of an
ADR as having a beneficial interest in the
underlying shares.
Taxation of dividends
Under current UK tax legislation, no income tax
is required to be withheld from dividends paid
by Rio Tinto plc. Where dividends are paid by
Rio Tinto plc to a US holder who is not resident
in the UK and who does not hold the Group’s
ADSs and shares in connection with any trade,
profession or vocation carried on through a
branch, agency or permanent establishment in
the UK, no liability to UK tax will generally arise
to the US holder in respect of such dividends.
Capital gains
A US holder, who (if an individual) is not
resident in the UK for the tax year in question
or (if a company) is not resident in the UK
when the gain accrues, will not normally be
liable to UK tax on capital gains realised on
the sale of a Group ADS or share unless (i)
the holder carries on a trade, profession or
vocation in the UK through a branch, agency
or permanent establishment in the UK and
the ADS or share has been used for the
purposes of the trade, profession or vocation
or is acquired, held or used for the purposes
of such a branch, agency or permanent
establishment or (ii) the Group's ADSs or
shares are held by an individual who
becomes resident in the UK having left the
UK for a period of non-residence of five years
or less and who was resident for at least four
of the seven tax years prior to leaving the UK.
Inheritance tax
Under the UK/US Inheritance and Gift Tax Treaty
(1978) (UK/US Estate Tax Treaty), a US holder,
who is an individual shareholder and is domiciled
for the purpose of UK/US Estate Tax Treaty in
the United States and is not for the purposes of
the UK/US Estate Tax Treaty a national of the
UK, will not be subject to UK inheritance tax
upon the holder’s death or on a gift of a Group
ADS or share during the holder’s lifetime, unless
that ADS or share (i) forms part of the business
property of a permanent establishment of the
shareholder in the UK, (ii) pertains to a fixed
base situated in the UK used in the performance
of independent personal services, or (iii) where
the ADS or share is held on trust, at the time of
the settlement, the settlor was domiciled for the
purposes of UK/US Estate Tax Treaty in the
United States and was not for the purposes of
UK/US Estate Tax Treaty a national of the UK.
Where a Group an ADS or share is subject to
both UK inheritance tax and US Federal gift or
estate tax, tax payments are relieved in
accordance with the priority rules set out in the
UK/US Estate Tax Treaty.
Stamp duty and stamp duty reserve tax
UK stamp duty should not be required to be
paid in respect of a transfer of Rio Tinto plc
ADSs provided that the transfer instrument is
not executed in, and at all times remains
outside, the UK and does not relate to any
property situated or to any matter or thing to be
done in the UK. An agreement for the transfer
of a Group ADS will not be subject to stamp
duty reserve Tax (SDRT). Unconditional
agreements to transfer Rio Tinto plc shares are
subject to SDRT at a rate of 0.5% of the
amount or value of the consideration payable
for the transfer. Transfers of Rio Tinto plc
shares using a written transfer instrument are
subject to stamp duty at a rate of 0.5% of the
amount or value of the consideration on
transactions over £1,000 (rounded up to the
nearest £5). However, if within six years of the
date of the agreement becoming unconditional,
an instrument of transfer is executed pursuant
to the agreement, and stamp duty is paid on
that instrument of transfer, any SDRT already
paid will be refunded (generally, but not
necessarily, with interest) provided that a claim
for repayment is made, and any outstanding
liability to SDRT will be cancelled. Conversions
of Rio Tinto plc shares into Rio Tinto plc ADSs
will be subject to additional stamp duty or
SDRT at a rate of 1.5% of the amount or value
of the consideration given or, in certain
circumstances, the value of the shares, on all
transfers to the depositary or its nominee,
unless such a transfer is an integral part of the
raising of capital by Rio Tinto plc. All
subsequent transfers of depositary receipts
within the depositary receipts system are free
from SDRT and stamp duty.
Australian taxation of shareholdings
in Rio Tinto Limited
Taxation of dividends
US holders are not normally liable to
Australian withholding tax on dividends paid
by Rio Tinto Limited because such dividends
are normally fully franked under the
Australian dividend imputation system,
meaning that they are paid out of income that
has borne Australian income tax. Any
unfranked dividends would suffer Australian
withholding tax which under the Australian
income tax convention is limited to 15 per
cent of the gross dividend.
Capital gains
US holders are not normally subject to any
Australian tax on the disposal of Rio Tinto
Limited shares unless they have been used in
carrying on a trade or business wholly or
partly through a permanent establishment in
Australia, or the gain is in the nature of
income sourced in Australia.
Gift, estate and inheritance tax
Australia does not impose any gift, estate or
inheritance taxes in relation to gifts of shares
or upon the death of a shareholder.
Stamp duty
An issue or transfer of Rio Tinto Limited
shares does not require the payment of
Australian stamp duty.
US federal income tax
In general, taking into account the earlier
assumptions that each obligation of the
Deposit Agreement and any related
agreement will be performed according to its
terms, for US federal income tax purposes, if
you hold ADRs evidencing ADSs, you will be
treated as the owner of the shares
represented by those ADRs. Exchanges of
shares for ADRs, and ADRs for shares,
generally will not be subject to US federal
income tax.
Taxation of dividends
Under the US federal income tax laws, and
subject to the Passive Foreign Investment
Company (PFIC) rules discussed below, if
you are a US holder, the gross amount of any
distribution a company pays out of its current
or accumulated earnings and profits (as
determined for US federal income tax
purposes) is subject to US federal income
taxation as dividend income. The dividend will
not be eligible for the dividends-received
deduction generally allowed to US
corporations in respect of dividends received
from certain other corporations. Distributions
in excess of current and accumulated
earnings and profits, as determined for US
federal income tax purposes, will be treated
as a non-taxable return of capital to the
extent of your tax basis in the Group’s ADSs
or shares and thereafter as capital gain. The
Group does not maintain calculations of its
earnings and profits in accordance with US
federal income tax accounting principles. US
holders should therefore assume that any
distributions that a Group member pays with
respect to the Group’s ADSs or Shares will be
reported as dividend income.
Dividends paid to a non-corporate US holder
generally may be taxable at the reduced rate
normally applicable to long-term capital gains
provided the shares are readily tradable on
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Additional information  |  US Disclosure
an established securities market in the United
States or the company paying the dividend
qualifies for the benefits of an income tax
treaty between the United States and the
relevant jurisdiction and certain other
requirements are met (including certain
holding period requirements). Rio Tinto plc
ADSs are traded on the NYSE. Rio Tinto
Limited believes it qualifies for the benefits of
the convention between the United States
and Australia.
The dividend is taxable to you when you, in
the case of shares, or the depositary, in the
case of ADSs, receive the dividend, actually
or constructively. The amount of the dividend
distribution that you must include in your
income as a US holder will be the US dollar
value of the non-US dollar payments made,
determined at the spot UK pound/US dollar
rate (in the case of Rio Tinto plc) or the spot
Australian dollar/US dollar rate (in the case of
Rio Tinto Limited) on the date the dividend
distribution is includible in your income,
regardless of whether the payment is in fact
converted into US dollars.
Generally, any gain or loss resulting from
currency exchange fluctuations during the
period from the date you include the dividend
payment in income to the date you convert
the payment into US dollars will be treated as
ordinary income or loss and will not be
eligible for the reduced tax rate normally
applicable to capital gains. The gain or loss
generally will be income or loss from sources
within the US for foreign tax credit
limitation purposes.
You must include any Australian tax withheld
from the dividend payment in this gross
amount even though you do not in fact
receive it. Subject to certain complex and
evolving limitations, any Australian tax
withheld (at a rate not exceeding any
applicable rate under the convention between
United States and Australia) may be
creditable against your US federal income tax
liability. For foreign tax credit purposes,
dividends will generally be income from
sources outside the United States and will
generally constitute “passive category
income” for purposes of computing the
foreign tax credit allowable to you. In lieu of
claiming a tax credit, a US holder may be
able to take a deduction for any Australian
taxes withheld. An election to deduct
creditable foreign taxes instead of claiming a
foreign tax credit must be applied to all
creditable foreign taxes paid or accrued in the
US holder’s taxable year. The rules regarding
foreign tax credits are complex and US
holders should consult their own tax advisers
regarding the application of the foreign tax
credit rules to their particular situation.
Taxation of capital gains
Except if subject to the PFIC rules discussed
below, if you are a US holder and you sell or
otherwise dispose of the Group’s ADSs or
shares, you will recognise a capital gain or
loss for US federal income tax purposes
equal to the difference between the US dollar
value of the amount that you realise and your
tax basis, determined in US dollars, in your
Group’s ADSs or shares. The capital gain of a
non-corporate US holder is generally taxed at
preferential rates where the holder has a
holding period greater than one year.
The gain or loss will generally be income or
loss from sources within the United States for
foreign tax credit limitation purposes. The
rules governing foreign tax credit are complex
and US holders should consult their own tax
advisers regarding the US federal income tax
consequences in case non-US taxes (if any)
are imposed on disposition gains.
US holders should consult their own tax
advisers about how to account for proceeds
received on the sale or other disposition of
the Group’s ADSs or shares that are not paid
in US dollars.
Passive Foreign Investment
Company Rules
We believe that the Group’s ADSs or shares
should not be treated as stock of a PFIC for
US federal income tax purposes for the most
recent taxable year, and we do not expect the
Group ADSs or shares to be treated as stock
of a PFIC for the current taxable year or the
foreseeable future. However, this conclusion
is a factual determination that is made
annually and thus may be subject to change.
If we were to be treated as a PFIC, US
holders generally would be taxed under one
of three recognition provisions which can be
elected by the US taxpayer that holds a PFIC
interest. The available PFIC recognition
regimes include 1) a mark-to-market regime,
2) an excess distribution regime, or 3) a
qualified electing fund regime. These
alternative regimes can require the US
taxpayer to accelerate the recognition of
income, to pay an interest charge on certain
tax liabilities and to change the character of
the gain recognition from capital gains to
ordinary income. Moreover, if we were to be
treated as a PFIC, dividends that you receive
from us will not be eligible for the reduced
rate of tax described above under “Taxation
of dividends.” US holders should consult their
own tax advisers regarding the potential
application of the PFIC rules.
Backup Withholding and
Information Reporting
The proceeds of a sale or other disposition,
as well as dividends and other proceeds, with
respect to the Group’s ADSs or shares by a
US paying agent or other US intermediary will
be reported to the US Internal Revenue
Service and to the US holder as may be
required under applicable regulations.
Backup withholding may apply to these
payments if the US holder fails to provide an
accurate taxpayer identification number or
certification of exempt status or fails to
comply with applicable certification
requirements. Certain US holders are not
subject to backup withholding. US holders
should consult their tax advisers about these
rules and any other reporting obligations that
may apply to the ownership or disposition of
the Group’s ADSs or shares, including
requirements related to the holding of certain
foreign financial assets.
American Depositary Shares
American depositary receipts
(ADRs)
Rio Tinto plc has a sponsored ADR facility
with JPMorgan Chase Bank NA (“JPMorgan”)
under a Deposit Agreement, dated 13 July
1988, as amended on 11 June 1990, as
further amended and restated on 15 February
1999, 18 February 2005 (when JPMorgan
became Rio Tinto plc’s depositary), 29 April
2010, 19 February 2016 and 17 June 2021.
The ADRs evidence Rio Tinto plc ADSs, each
representing one ordinary share.
The shares are registered with the US
Securities and Exchange Commission
(“SEC”), are listed on the NYSE and are
traded under the symbol RIO.
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Fees and charges payable by a holder of ADSs
In accordance with the terms of the Deposit Agreement, JPMorgan may charge holders of Rio Tinto ADSs, either directly or indirectly, fees or
charges up to the amounts described in the table below.
Category
Depositary actions
Associated fee
Issuance of ADSs against the deposit of shares, including deposits and
issuance in respect of:
Share distributions, stock split, rights, merger
Exchange of securities or other transactions
Other events or distributions affecting the ADSs or the deposited securities
$5.00 or less per 100 ADSs (or
portion thereof) evidenced by the
new ADSs delivered
Selling or
exercising rights
Distribution or sale of securities, the fee being in an amount equal to the fee for
the execution and delivery of ADSs which would have been charged as a result
of the deposit of such securities
$5.00 or less for each 100 ADSs
Distributing dividends
Distribution of cash or other dividends
$0.02 or less per ADS
Withdrawing an
underlying share
Acceptance of ADSs surrendered for withdrawal of deposited securities
$5.00 or less for each 100 ADSs
evidenced by the ADSs
surrendered
Transferring, splitting
or grouping receipts
Transfers, combining or grouping of depositary receipts
$1.50 per ADS
General depositary
services, particularly
those charged on an
annual basis
Other services performed by the depositary in administering the ADRs
Provide information about the depositary’s right, if any, to collect fees and
charges by offsetting them against dividends received and deposited securities
$0.02 or less per ADS not more
than once each calendar year
and payable at the sole discretion
of the depositary by billing
holders or deducting such charge
from one or more cash dividends
or other cash distributions
Expenses of
the depositary
Expenses incurred on behalf of holders in connection with:
Compliance with foreign exchange control regulations or any law or
regulation relating to foreign investment
The depositary’s or its custodian’s compliance with applicable law, rule or
regulation
Stock transfer or other taxes and other governmental charges
Cable, telex, facsimile and electronic transmission/delivery
Expenses of the depositary in connection with the conversion of foreign
currency into US dollars (which are paid out of such foreign currency)
Any other charge payable by the depositary or its agents
Expenses payable at the sole
discretion of the depositary by
billing holders or by deducting
charges from one or more cash
dividends or other cash
distributions
Fees and payments made by the
depositary to the issuer
JPMorgan has agreed to reimburse certain
company expenses related to the Rio Tinto
plc ADR programme and incurred by the
Group in connection with the programme.
The Group received US $1,749,507.54 in
respect of expenses incurred by the Group in
connection with the ADR programme for the
year ended 31 December 2024. JPMorgan
did not pay any amount on the Group’s behalf
to third parties.
JPMorgan also waived certain of its standard
fees and expenses associated with the
administration of the programme relating to
routine programme maintenance, reporting,
distribution of cash dividends, annual meeting
services and report mailing services.
Under certain circumstances, including
removal of JPMorgan as depositary or
termination of the ADR programme by the
Company, the Company is required to repay
JPMorgan any amounts of administrative
fees and expenses waived during the 12-
month period prior to notice of removal or
termination.
Document on display
Rio Tinto is subject to the SEC reporting
requirements for foreign companies. This
Form 20-F, which corresponds with the Form
10-K for US public companies, was filed with
the SEC on 20 February 2025. Rio Tinto’s
Form 20-F and other filings can be viewed on
the Rio Tinto website as well as the SEC
website at www.sec.gov
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Additional information  |  US Disclosure
Cyber security
Strategy
Our vision is to create an environment where
cyber security is implicit in everything we do,
enabling the business to operate and grow,
while actively managing cyber risks to our
people, information and assets.
Our Cyber Security Strategy (2023-2025)
(Cyber Security Strategy) builds upon
foundations established by the Cyber Security
Strategy and multi‐phased Cyber Security
Remediation Program implemented between
2020 and 2022. This program improved
segregation of corporate and process control
networks, and allowed us to strengthen
privileged identity management and close
control gaps on the corporate network.
Our Cyber Security Strategy has 4 strategic
objectives that guide how, together, we can
build and maintain cyber security resilience.
These objectives will enable us to strengthen
and evolve our current cyber security
approach, while keeping pace with an ever-
changing cyber security threat landscape, to
provide a safe, stable and secure technology
platform.
Objective 1: Maintain a ”best-in-class” cyber security
capability
Continue to uplift and align our cyber security
capabilities with industry standards through ongoing
assurance and benchmarking.
Objective 2: Realise and sustain essential control
improvements for our core technology platforms
Embed robust frameworks for continuous
monitoring, assurance and improvement of the
cyber security operational control environment.
Objective 3: Build a culture of cyber security
resilience and consciousness
Increase our visibility and security consciousness,
and ensure everyone is aware of and understands
their responsibilities and obligations.
Objective 4: Secure our digital future
Adopt effective cyber control measures in new and
emerging technologies critical to our digital future.
Our Cyber Security Strategy requires
ongoing investment to embed and sustain
cyber security capabilities and controls, to
best support our operations as cyber threats
continue to rapidly evolve. We develop a
plan each year detailing the initiatives,
investment and goals we will deliver, aligned
to each of the 4 pillars of the Strategy. At the
beginning of each financial year, the Cyber
Security Steering Committee (CSSC), a
management committee chaired by the Chief
Financial Officer, endorses the plan. Detailed
quarterly plans are then prepared to
communicate our goals to the wider Cyber
Security team, and the milestones we will
need to meet to accomplish these goals. This
provides the Cyber Security function with a
structured way to ensure clarity on priorities
and accountabilities, and a way to measure
progress throughout the year.
Major initiatives and improvement objectives
for 2025 relate to improving Operational
Technology (OT) endpoint detection and
response, securing remote access to
process control networks, and strengthening
privileged identity management controls in
OT networks.
Governance
Accountability for the effective management
of cyber security risks and events rests with
Executive Management. In addition to
functional oversight, management has
established a Cyber Security Steering
Committee comprising a multi-disciplinary
team of senior executives who monitor
current and evolving cyber security risks and
the effectiveness of measures taken to
respond to them.
The Board oversees our material risks, and
the Audit & Risk Committee monitors the
overall effectiveness of our risk management
and internal controls framework. Exposures
to cyber security risks are managed
consistent with other material Group risks,
and are reported to the Board, Audit & Risk
Committee and the Executive Committee.
Refer to Our approach to risk management
on page 88 for further details.
Our Cyber Security function is overseen by
the CSSC. The remit of the function is
defined within our Group Procedure for
Information and Cyber Security. Specific
expectations for all employees are detailed
within our Acceptable Use of Information
and Electronic Resources Group
Standard, and our employee Code of
Conduct, The Way We Work.
For external assurance, we commission
independent assessment and benchmarking
against the US National Institute of
Standards and Technology Cybersecurity
Framework (NIST CSF), upon which our
internal standards are based. These reviews
are conducted by consultancies specialising
in cyber security and include penetration
testing and the simulation of external attacks
on our information security.
Capabilities of our Cyber Security function:
Threat intelligence
Understanding the latest cyber security threats and assessing our potential exposure.
Vulnerability
management
Maintaining awareness of, and continuously resolving, security vulnerabilities before they can be exploited, including a dedicated internal
function to test our defences against the latest vulnerabilities.
Security risk and
advisory
Ensuring information technology (IT) projects and changes stay within our risk appetite by assessing and advising on appropriate and
effective cybersecurity controls.
Security operations
Keeping core information security platforms and services available, accessible and operating effectively at all times.
Security architecture
Ensuring solution designs and our overall technology architecture are in line with good cyber security practice to be robust, resilient, and
sustainable.
Incident response
Persistent monitoring, alerting and triage of cyber security events. As required, initiating appropriate responses to contain threats,
resolve vulnerabilities, and recover services.
Cyber governance
Facilitating the definition, dissemination and monitoring of our security policies, standards and control environment.
Education and
awareness
Educating employees and third parties we work with about keeping information technology secure and being vigilant against social
engineering.
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Board
The Board, supported by the Audit & Risk
Committee, is responsible for overseeing our
material risks, including those related to
cyber security.
The Audit & Risk Committee receives
periodic updates on cyber security from
management. Cyber security is also subject
to a comprehensive assurance program, the
rules of which are reported to the Audit &
Risk Committee in line with standard
processes for reporting assurance findings.
This annual update is also reviewed by the
Board.
Management
Our Cyber Security function operates
under the direction of our Chief Information
Security Officer (CISO), who executes
strategic direction and leads the function.
The CISO reports directly to the Chief
Information Officer (CIO) who is accountable
to the Chief Financial Officer. Additional
oversight is provided by the CSSC.
Our CISO leads a management team that
oversees delivery of the capabilities listed in
the table on the previous page.
The CSSC is our primary governing body for
operational management, responsible for
cyber security and the oversight of Group-wide
cyber security, reporting regularly to the
Executive Committee. The objective of the
CSSC is to ensure proper steps are taken to
proactively manage cyber security risk and
protect our most valuable information assets,
process control systems and users.
The CSSC also helps drive appropriate
behaviours, and ensures high-priority initiatives
receive executive support across the Group.
In the event of a cyber security incident, our
Cyber Incident Response team takes action
to contain, analyse and remediate the
incident. Impact thresholds trigger
disclosures to governance bodies, including
the CSSC and the Disclosure Committee,
who may consult with external legal counsel.
See “Disclosure Committee” on page 101.
The following table lists the members of the
CSSC as well as their relevant experience.
Name
Title
Relevant experience
Peter Cunningham
Chief Financial Officer
Peter joined Rio Tinto in March 1993 and was appointed Chief Financial Officer
and Executive Director in June 2021. As Chair of the Cyber Security Steering
Committee, he has presided over regular cyber security threat intelligence
briefings, the active monitoring of key cyber risks, and progress of our cyber
security improvement and assurance initiatives since assuming the duties of the
Chair of the CSSC in 2021. With his leadership of our IT, Group Risk and Group
Internal Audit functions, he maintains strong oversight of our broader risk
management processes and internal controls.
Daniel Evans
Chief Information Officer
Daniel has 13 years' cyber security leadership experience in senior, cyber
intelligence and operational leadership roles.
Scott Brown
Chief Information Security Officer
Scott has more than 15 years' cyber security experience in both senior leadership
and operational roles.
Isabelle Deschamps
Chief Legal Officer, Governance and
Corporate Affairs
Isabelle, Mark, Alex and Richard bring operational and business risk expertise that
is relevant to cyber security and their respective roles on the CSSC.
Mark Davies
Chief Technical Officer
Alex Markovski
Head of Group Risk
Richard Cohen
Operational Managing Director from a
product group (currently Rio Tinto
Iron Ore).
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Risk management
Group risk management process
Cyber security risk exposures are managed
consistent with the Group risk management
process, which can be described as a plan-do-
check-act cycle. See “Our approach to risk
management” on pages 88-90. The following
steps of our Group risk management process
are applicable to cyber security:
Set strategy, objectives and risk
appetite
We review our Cyber Security Strategy,
objectives and risk appetite after
improvements in controls and actions.
Risk analysis
Managers delivering our business
objectives must identify potential risks
against a common risk taxonomy, which
includes a category for information and
cyber security. Where exposure is
identified, the accountable manager uses
a universal evaluation scheme to assess
the potential impact of a cyber security
event.
Risk management
Where material consequences are
identified, there is a common set of 8
Group controls that the risk owner is
responsible for implementing, with
support from Cyber Security as required.
These governance controls ensure a
considered level of engagement and
collaboration with the Cyber Security
team and the services they offer,
commensurate with the risk.
Assurance
Cyber Security, as owner of the Group
controls, will oversee and support their
implementation and operation in line with
the Group control framework. Where we
have material exposure, the first line of
assurance and verification of these
controls will be incorporated into first-line
assurance plans. Risk profiles and trends
inform second- and third-line assurance.
Communication
Cyber security risk exposure is
communicated as part of integrated
risk reporting processes and can be
escalated through standard risk
escalation channels. Beyond this,
there is extensive monitoring of the
performance of critical controls,
which is communicated to control owners
and the CSSC.
Improvement
Where exposure to cyber security risk is
outside of tolerance, as highlighted in risk
profiles or through assurance activity,
Cyber Security will support or sponsor
improvement initiatives through the
business planning process.
Cyber security risk
management framework
The management of cyber security is a focus
across all IT operations and projects for our
business and the third parties we rely on. Our
cyber security risk management framework is
based on the globally recognised NIST CSF. In
aligning to this framework, we maintain a
control environment supported by dedicated
functions covering identification, protection and
control, detection, response and recovery from
cyber incidents. We also inspect and assure
on an ongoing basis to improve our internal
and external cyber security environment.
Identify risk
Our overall risk management process and
evaluation scheme supports the
assessment of cyber security risks. To
ensure awareness and consistency in
understanding cyber risk, IT relationship
managers partner with the leaders of our
businesses to identify critical enterprise
systems and assets, completing business
impact assessments as required. We
assess the consequence should the
confidentiality, integrity or availability of
our information systems be breached.
Our Threat Intelligence function maintains
relationships with government, industry,
professional bodies, and educational
institutions, to ensure we remain aware
and vigilant of the external threat
landscape. Where threats are identified,
this function will investigate our exposure
(triggering an overall risk assessment
where required), drive awareness and
education to enhance vigilance and
recommend control improvements. The
Threat Intelligence function tests our
vulnerability to key threats through
penetration testing (ethical hacking) and
simulating incidents such as the receipt of
phishing emails. Finally, the function also
consults with other IT and cyber functions
to ensure we are designing our controls
with knowledge of the latest threats.
To identify new risks which may arise
from technology changes, and from the
evolution or ageing of technology
environments, we maintain a dedicated
capability in cyber risk analysis. This
function conducts security risk
assessments for IT projects and change
requests, including for all third parties
which impact our cyber security posture.
They also deliver a program of risk-based
deep-dive assessments of established
technology environments to identify any
emergent exposures.
Protect and control
Cyber Security, in collaboration with IT
operations, operates a suite of IT controls
that protect our information systems
through access control, change
governance, back-up, and continuous
vulnerability management. We use a
variety of tools to continuously scan for,
patch and monitor security vulnerabilities.
To ensure an appropriate level of
protection, we maintain a directory of
control requirements and facilitate the
development of technical standards.
Management reporting on control
performance, along with targeted
compliance assessments, enables us to
monitor our conformance to these
standards. To operationalise the
standards effectively, we maintain
specialist capability across many security
domains such as application, networks
and secure operations.
We maintain a persistent focus on
developing the vigilance of employees
and third-party users, which is essential
for protection of information systems.
Mandatory training is assigned to all
relevant employees and contractors and
is enhanced by a dedicated Cyber
Security Awareness function. The cyber
awareness training outlines user
responsibilities in protecting Rio Tinto’s
information assets, the acceptable use of
information and electronic resources
(including specific areas such as
information classification and handling,
appropriate internet use, email use and
mobile device protection) and general
awareness regarding specific cyber
security threats. Role-based security
training is also provided to key system
support personnel with assigned
privileged roles and responsibilities. The
training must be completed before they
are authorised to access the information
system, perform assigned duties, or when
key changes have been made to the
information system. All employees and
contractors are required to formally
acknowledge their understanding and
acceptance of the training upon
completion. Our Cyber Security
Awareness function also provides
communications, events, on-demand
materials and presentations, and a suite
of cyber safety shares integrated into
Health, Safety, Environment and Security
processes.
In recognition of the role all employees
play in the cyber security risk
management process, clear expectations
for data privacy, cyber security, and
handling of confidential information are
set out in The Way We Work. These state
that all employees must: i) understand
that cyber security is also their
responsibility and what they do with
electronic devices can weaken or
strengthen Rio Tinto’s cyber security; ii)
adhere to our Acceptable Use of
Information and Electronic Resources
Standard; iii) complete the mandatory
cyber awareness training; iv) remain
vigilant and report anything suspicious to
the Cyber Security team; and v) never
consciously try to bypass any cyber
security control.
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To extend protection to third parties, we
conduct security risk assessments upon
engaging a third party. We also share our
policies and expectations with third
parties, and apply standard clauses within
contractual agreements, enabling a
program of risk-based compliance
assessments to be conducted across the
third parties we engage. 
Detect events
We persistently monitor network traffic
and system logs through our monitoring
function. This includes automated alerting
of anomalous events, and the triage and
response initiation for these. A key
capability of the function is to
continuously test, refine and optimise our
monitoring and alerting framework which
we do by simulating cyber events and
leveraging industry datasets and
knowledge. 
In addition to technical monitoring, we
maintain reporting and communication
channels, allowing all users and third
parties to report any anomalies or
incidents they observe. This includes
anonymous reporting via our whistle-
blower processes.
For situations where the first indicator of
an event may be a system issue or
outage, our Critical Incident Management
and Cyber Incident Response functions
have established ways of working to
ensure the earliest detection of any cyber
security events.
Respond
For identified cyber security events, the
24-7 Cyber Incident Response function
will take action to contain, analyse and
remediate. A defined triage process
guides the assessment of the impact to
determine the level and urgency of the
response required, and to trigger the
critical incident management process as
required. Throughout the response, we
maintain incident records which include
an assessment of the scale of potential
and verified impacts. Impact thresholds
trigger disclosures to governance bodies
including the CSSC, Chief Legal Officer
and the Disclosure Committee.
This response function is regularly
exercised to test the speed and
effectiveness of response. Internal
processes and agreements with our
partners enable us to scale the function
rapidly in the case of major events. Our
incident response function also has
defined points of integration with other
functions such as business resilience,
corporate communication and networks.
Cyber Security leverages a combination
of tools for detecting and responding to
incidents across all our operations. These
include, but are not limited to, endpoint
detection and response, network, identity
and access management, email, cloud
platform, and industrial and operational
technology monitoring tools. For incidents
not detected and responded to through
automated means, Cyber Security uses a
security information and event
management solution (Microsoft Sentinel)
for log aggregation and analysis, with
specific rules configured to alert on
anomalous or suspicious behaviour.
Incidents are managed and tracked in
Jira, which integrates with the Microsoft
Security stack. The tooling is supported
by a number of people and process-
related controls that ensure incidents are
identified in an accurate and timely
manner.
Recover
Recovery plans in place for critical
applications cover the steps and actions
required to restore services in the case of
a cyber security incident. In addition to
information system recovery plans, our
overall Business Resilience and
Recovery Program may trigger the
formation of business resilience teams to
execute business continuity and recovery
plans, as well as handling crisis
communications, governance and
disclosures. The business resilience
management plan for our IT function is
tested annually.
To ensure the readiness and
effectiveness of recovery plans, we run
training programs for all accountable
persons and involve them in simulated
events that are run to test and improve
response capability. For any simulation or
actual event, a debrief occurs to capture
lessons learnt. These are then shared
and reported on to ensure the lessons
drive continuous improvement of our
recovery processes.
Assure and improve
Our cyber security risk management
process includes ongoing inspection and
assurance to test the cyber security of our
environment and of our third parties,
which is key to addressing weaknesses
before they are exploited.
In 2024, neither Rio Tinto nor any third
parties who operate our IT systems and
processes, were exposed to cyber
security threats or any risk which will or
may be reasonably likely to materially
affect our strategy, performance or
financial position. However, the growing
reliance on technology to underpin
productivity is increasing the breadth and
magnitude of operational disruption
exposures. As a result, we are initiating a
program to simplify cyber security
governance and improve 
the integrity, consistency and monitoring
of key cyber security controls. We will
focus on uplifting the skill and capability of
IT relationship managers and owners of
IT risk, with the goal of improving cross-
functional collaboration in assessing local
exposures to cyber security risk, and
enhancing the breadth and depth of cyber
security business impacts assessments.
We are also investing in strengthening
our core cyber security capabilities such
as our Threat Intelligence function to
ensure we remain aware and vigilant of
the threat landscape.
Third party cyber security
requirements
Each component of our cyber security
risk management framework considers
the role of third parties we engage, and
supports adaptation of our controls for all
third party relationships.
For each third party working with us or
managing our systems and data, cyber
security is considered within the process
of on-boarding and managing the
relationship.
Some of the specific requirements we
make publicly available for any third
parties who engage with us are outlined
below.
Third parties must ensure their
information technology and other
business systems meet the following
general requirements when providing
products or services to the Group, or
otherwise interfacing with Rio Tinto’s
enterprise and industrial and operational
technology systems:
1)Any technology systems used or services
provided by the third party must not
expose Rio Tinto to material cyber
security risk.
2)An appropriate cyber security risk
assessment has been conducted on
relevant own and any third party systems
in particular: identifying key technical, and
compliance measures required to ensure
the confidentiality, integrity and availability
of information is maintained; and ensuring
that control measures applied are
commensurate with assessed risk. The
results of any risk assessment will be
made available to us on request.
3)Key technology systems have response
and recovery plans, with recovery plan
testing being undertaken periodically to
ensure procedures and controls are
effective and services are able to be
restored as soon as possible.
4)On termination of the relationship with us,
third parties must ensure the return, or
the destruction, of Rio Tinto information
being held; any access to the Rio Tinto
environment is terminated; and any Rio
Tinto intellectual property is appropriately
transitioned back to Rio Tinto.
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5)If access is required to any Rio Tinto
information technology or business
systems, the third party must ensure: (i)
access must be appropriately restricted to
only the personnel requiring access; (ii)
access procedures must cover
identification, authentication, authorisation
and auditing requirements; (iii) each user
identity requiring access to Rio Tinto
systems is linked to or owned by a
uniquely identifiable individual; (iv) users,
devices, and other assets are
authenticated (e.g., single-factor, multi-
factor) commensurate with the risk of the
transaction; (v) where access is required
from outside the Rio Tinto network, multi-
factor authentication must be used for
client access; and (vi) information related
to, or generated by, account management
activities must be documented and
retained for auditing purposes.
6)If remote access to any of our systems is
required, third parties must ensure: (i)
remote access is securely designed and
managed; (ii) access is provided only to
authorised parties for valid business
reasons; (iii) access is revoked where no
longer required; (iv) they will follow the
required minimum technical controls to
support the secure operation of remote
access as specified by Rio Tinto; and (v)
they will periodically review and monitor
such remote access when no longer
required.
7)Third parties must also do all things
reasonably required to ensure our
network integrity remains protected.
To ensure our information is protected,
third parties must ensure (where
applicable) to:
Establish and maintain effective
change control processes including: (i)
determining the types of changes to
the third parties' information system
that are configuration-controlled, with
explicit consideration for security
impact analyses; (ii) documenting
configuration change decisions
associated with the third parties'
information system; (iii) complying with
Rio Tinto’s applicable change
management processes; and (iv)
retaining adequate records of
configuration-controlled changes to
the third parties' information system, to
be provided to Rio Tinto on request.
Maintain response and recovery plans
incorporating the following: (i) Disaster
Recovery Plans (DRPs) for critical
systems, incorporating essential
service continuity, response and
recovery requirements for these
systems, and taking into consideration
relevant cyber security threats and
scenarios; (ii) DRP testing on a
periodic basis to ensure procedures
and controls are effective, and
services restored are able to be
restored within parameters.
8)Third parties must ensure appropriate
encryption standards are applied to Rio
Tinto information, including: (i) information
classified by Rio Tinto as “Confidential” or
“Highly Confidential” when stored on
computer storage devices designed to be
inserted and removed from a computer or
system, including but not limited to optical
discs and USB flash drives (removable
media), or back-up media at off-site
premises; and (ii) information exchanged
through the internet, irrespective of its
classification.
9)Third parties must: (i) ensure that all
removable media is protected and its use
restricted only to relevant personnel; (ii)
maintain documented procedures for the
management of removable media,
including the specification of approved
media, processes of handling and
disposal, as well as the technical
enforcement of controls; and (iii) comply
with any security controls for removable
media reasonably required by us, and
provide details of such compliance to us.
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Summary disclosure of
operations pursuant to Item
1303 of SK-1300 under
Securities Act of 1933
Overview of operations
Rio Tinto is a mining and metals company
with over 60 operations and projects and
approximately 60,000 employees in 35
countries across six continents, including in
Australia, North and South America, Europe,
Asia and Africa. Rio Tinto owns and operates
open pit and underground mines, mills,
refineries, smelters, power stations and
research and service facilities to produce iron
ore, copper, aluminium, diamonds, gold and
industrial minerals products, which it delivers
to customers using its own railways, ports
and ships.
The map below sets out the locations of
Rio Tinto’s operations and assets globally.
For additional details regarding the location of
each of Rio Tinto’s mining properties, see
Mineral Reserves and Mineral Resources on
pages 278-299. See also Mines and
Production Facilities on pages 302-319 for a
summary of the ownership interests,
operators, titles and leases (including
acreage involved), stages of the properties,
key permit conditions, mine types and
mineralisation styles and processing plants
related to Rio Tinto’s operations.
Further, information regarding the aggregate
production for Rio Tinto’s operations for
the last three fiscal years can be found on
pages 275-276.
Summary of Mineral Resources and
Mineral Reserves
For a summary of the amount and grade of
Rio Tinto’s Measured, Indicated and Inferred
Mineral Resources by type and geographic
area, as determined by a Qualified Person as
of 31 December 2024, see Mineral
Resources on pages 290-299.
For a summary of the amount and grade of
Rio Tinto’s Proven and Probable Mineral
Reserves by type and geographic area, as
determined by a Qualified Person as of 31
December 2024, see Mineral Reserves on
pages 278-289.
Individual property disclosure
pursuant to Item 1304 of
SK-1300 under Securities Act
of 1933
Rio Tinto tested each of its properties to
determine which are material to the Group
based on the previous financial year reporting
based on the following guidelines:
Short term value – where underlying earnings
for the current and next year constitute
>~10% of Group underlying earnings.
Medium term value – where underlying
earnings over the remainder of the 10-year
plan are anticipated to constitute >~10% of
Group underlying earnings on average; and
the Mineral Reserves constitute >~10% of
Group Mineral Reserves (on a CuEq basis).
Long term value – where the Mineral
Reserves constitute >~20% of Group Mineral
Reserves (on a CuEq basis).
Qualitative value – where the company takes
a qualitative view on the importance of the
project based on criteria including but not
limited to planned expenditure, strategic
importance, or media coverage.
Based on these tests, the Pilbara Operations,
Escondida, Oyu Tolgoi and Simandou are
considered material to the Group and hence
require individual property disclosure and the
submission of a Technical Report Summary
for each pursuant to Items 1302 and 1304 of
SK-1300, respectively.
Managed and non-managed operations
World-map-20F.jpg
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The following disclosure provides a brief
description of the individual properties which
Rio Tinto considers material to its business
and financial condition.
Pilbara operations
Property overview
Rio Tinto owns and operates an integrated
portfolio of iron ore assets in the Pilbara
region of Western Australia comprising a
network of 17 iron ore mines, four port
terminals, a nearly 2,000km rail network and
other infrastructure (Pilbara Property).
The Pilbara Property includes Mineral
Resources and Mineral Reserves which are
dispersed across the Pilbara region over an
area of approximately 70,000 square km
across the Hamersley Province of Western
Australia, located on the southern margin of
the Pilbara Craton. The Pilbara Property lies
within the volcanic and sedimentary rock
sequence of the Mount Bruce Supergroup,
which contains the 2,500m thick Hamersley
Group, the main host to iron ore deposits,
characterised by around 1,000 m of laterally
extensive Banded Iron Formation (BIF).
Mineralisation at the Pilbara Property may be
grouped into three categories by genesis. BIF
Derived Iron Deposits (BIDs) (Boolgeeda,
Brockman, and Marra Mamba), Channel Iron
Deposits (CIDs), and Detrital Iron Deposits
(DIDs). The five ore type categories defined for
reporting Mineral Resources are Boolgeeda,
Brockman, Marra Mamba, CID, and DID.
All mines operated by Rio Tinto at the Pilbara
Property are open pit mines. The mining
method employed uses conventional surface
mining, whereby shovels and loaders are
used to load drilled and blasted material into
trucks for removal to waste dumps or feed
process plants.
For SEC reporting purposes the Pilbara
operations are considered a production stage
property. The location of the operations is shown
in the location map and is centred around
Latitude 22° S, Longitude 118° E.
In addition to mining activities, Rio Tinto
conducts both exploration and development
activities across the property.
History
Rio Tinto commenced exploration in the
Hamersley Ranges in 1962 through its
subsidiary Conzinc Riotinto of Australia
(CRA) following the easing of the Australian
Government’s iron ore export embargo in
November 1960 and the subsequent issue of
exploration permits, which laid the foundation
for the development and growth of the iron
ore industry in the Pilbara region.
Rio Tinto’s initial first full calendar year of
production commenced by Hamersley Iron in
1967, mining 6.2Mt and shipping 3.6Mt of
iron ore, supported by a workforce of some
4,500 employees. As of 31 December 2024,
the Pilbara Property had over 17,000
employees and contractors operating a total
of 17 mines. For a full description of
the history of the previous operations
(including identities of the previous
operators) of each of the mines which
makeup the Pilbara Property, see Mines and
Production Facilities on pages 302-305.
Infrastructure
Roads
Rio Tinto operates and maintains nearly
10,000km of roads and tracks at the Pilbara
Property. Approximately 360km are sealed
roads located within mine sites or between
mine sites and public roads. The remaining
are unsealed with approximately 80%
classified as tracks and 20% classified
as roads.
Rail
Rio Tinto’s railway at Pilbara is the largest
privately owned, operated, and maintained
railway in the world. Nearly 2,000km of track
infrastructure, connects the 17 mine sites to
two ports. The rail system includes an
integrated control signalling system and is
further supported by the Pilbara
communication, train control and
AutoHaul® systems.
Rio Tinto’s railway at the Pilbara Property
operates and complies under the
requirements set by the Office of the National
Rail Safety Regulator in Australia.
Iron ore operations-Australia.jpg
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Port facilities
The Pilbara Property’s mining assets are
facilitated by port facilities in Dampier and
Cape Lambert in Western Australia. These
facilities include car dumping, conveying,
stacking, reclaiming, screening and ship
loading assets. One facility includes crushing
and assets to handle crushed and deslimed
ore from the Robe Valley operations.
Stockyards allow for product management
and blending to obtain the requisite
specification requirement. There are seven
operational wharf facilities with a total of 14
marine berths protected by berthing dolphins.
Cape Lambert marine berths are capable of
berthing vessels up to 280,000 deadweight
tonnage. Further, Rio Tinto owns a fleet of
tugs for the management of vessels during
arrival and departure from the wharfs for the
Pilbara Property.
Potable water and wastewater
Water supply for the towns, mines, rail, ports,
and camps at the Pilbara Property is provided
by production and dewatering bores at the
Pilbara Property, and from the Water
Corporation of Western Australia. Water
supply systems at the Pilbara Property
incorporate drinking water source protection
plans, bores, pipelines, pumps and storage
tanks and water treatment and disinfection
assets. Wastewater from towns, mines, rail,
ports and camps at the Pilbara Property is
collected by the Rio Tinto managed sewerage
systems and treated by onsite wastewater
treatment facilities. Water supply and
wastewater systems are regulated by
Australian regulators (the Economic
Regulation Authority, the Department of
Water and Environmental Regulation and the
Department of Mines, Industry Regulation
and Safety).
Power supply
Rio Tinto operates and maintains the power
generation and transmission network within
the Pilbara Property. There are four power
stations operating a total of twelve gas
turbine generators located at Karratha, Cape
Lambert, Paraburdoo and West Angelas.
Construction of a 34MW photovoltaic solar
farm at the Gudai-Darri mine commenced in
2023.  The facility is expected to be fully
commissioned by Q1 2025.
The network load varies seasonally between
200-300 megawatts (MW) with gas provided
by the Dampier to Bunbury Nature Gas
Pipeline and the Goldfields Gas Pipeline. The
transmission network is predominantly 220
kilovolts (kV) with nearly 800km of overhead
transmission line and a 132kV transmission
line between Cape Lambert and
Pannawonica. There are three 220kV
switching stations and twelve bulk terminal
substations located near the port and mine
operations where the transmission voltage is
stepped down to 33kV for distribution within
the facilities. Rio Tinto is also the network
operator for the towns of Tom Price,
Paraburdoo, Wickham, Dampier, and
Pannawonica.”
Personnel
Personnel are engaged on either a residential
or fly-in-fly-out basis, sourced from capital
and regional centres in Western Australia.
Age, modernisation and condition of the
equipment and facilities
The infrastructure, equipment and facilities
within the Pilbara Property vary considerably
in age, and many have been subject to
brownfields development since original
construction. All infrastructure, equipment and
facilities within the Pilbara Property are
subject to an ongoing regime of sustaining
capital investment and maintenance,
underpinned by asset integrity audits,
engineering inspections, engineering life
cycles for key equipment and safety
inspections and audits.
Book value
For the book value for the Pilbara Property,
see Rio Tinto Financial Information by
Business Unit on pages 266-267.
Titles, rights and permits
Title details
In Western Australia, all minerals are the
property of the Crown with few exceptions.
A mining title must be obtained before any
prospecting, exploration or mining activities
can be carried out. In Western Australia, the
Mining Act 1978, Mining Act 1904, Mining
Regulations 1981 and various State
Agreements provide the framework of rights
and obligations which govern most of
Rio Tinto’s exploration and mining activities.
Conditions on the grant of mining tenements
include the requirements to meet specific
reporting and expenditure commitments,
which have been met as of the date of this
Form 20-F filing.
Mineral rights
The Pilbara Property Mineral Resources and
Mineral Reserves are held under a
combination of State Agreement mining and
mineral leases, exploration licences and
mining leases under the Mining Act 1978 and
temporary reserves held under the Mining Act
1904. State Agreement mining and mineral
leases and mining leases under the Mining
Act are granted for a period of 21 years and
are typically renewable for further periods of
21 years.
Exploration licences applied for prior to 10
February 2006 are initially for a five year term
and are renewable for two periods of either
one or two years and are then renewable for
periods of one year. Exploration licences
applied for after 10 February 2006 are initially
for a five year term and are renewable for an
additional five year term and then periods of
two years. Renewal of exploration licences is
subject to satisfying prescribed criteria.
Temporary reserves are renewed for a one
year term. The renewal of all tenure at the
Pilbara Property is maintained by the tenure
and geographical information systems team.
Further, a tenement database provides
reminder notices of pending renewals and
renewal procedures are adhered to in
accordance with established guidelines.
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The following table lists the Rio Tinto mining leases containing the Pilbara Property Mineral Reserves. This is a subset of the 121 tenements
held across the Pilbara Property, covering approximately 429,350ha.
Lease
Holder
Type
Area (ha)
ML4SA
Hamersley Iron Pty. Limited
SA Mineral Lease
79,469
M272SA
Hamersley Iron Pty. Limited
SA Mineral Lease
14,136
ML252SA
Mount Bruce Mining Pty Limited
SA Mineral Lease
67,616
ML246SA
Hamersley Iron Pty. Limited
SA Mineral Lease
12,950
M265SA
Channar JV
SA Mineral Lease
5,956
M274SA
Hamersley Iron - Yandi Pty Limited
SA Mineral Lease
30,550
M282SA
Hope Downs JV
SA Mineral Lease
57,222
ML248SA
Robe River Ltd
SA Mineral Lease
78,600
Permitting requirements
Rio Tinto conducts various environmental
studies as needed to support operations and
for compliance with regulatory obligations.
Baseline studies are undertaken to inform
formal impact assessment processes in
accordance with provisions under the
Environmental Protection Act 1986, and
where relevant, the Environment Protection
and Biodiversity Conservation Act 1999.
Mining related activities require additional
approvals under the Mining Act 1978.
A significant proportion of the Pilbara
Property’s Mineral Reserves estimate is
located within existing permitted operating
mining areas with three pending proposals
covering deposits included in the estimate, 
Brockman Syncline and Hope Downs 2
(pending approval) and West Angelas
(referred for assessment). All these projects
are in advanced stages of study.
The Pilbara Property also operates under
several Indigenous Land Use Agreements
and other agreements with traditional owner
groups, which include matters such as, but
not limited to, commitments for payments
made to trust accounts, indigenous
employment and business opportunities and
heritage and cultural protections.
Encumbrances
There are no known significant
encumbrances to the Pilbara Property’s
Mineral Resources or Mineral Reserves.
For further details regarding the titles, leases
and rights for each of the mines in the
Pilbara Property, see Mines and Production
Facilities–Pilbara on pages 302-305.
Mineral Resources
The table on pages 292-293 of this Form 20-F
sets out the amount and grade, of the Pilbara
Property’s Measured, Indicated and Inferred
Mineral Resources for the year ended 31
December 2024 for the Pilbara Property
(Australian Iron Ore operations). Mineral
Resources are reported as in situ estimates.
Compared to the year ended 31 December
2023, there was a 6% increase in Measured
and Indicated Resources and a 1% increase in
Inferred Resources for the year ended 31
December 2024.  This is due to the net effects
of the addition of new Mineral Resources,
model updates and the conversion of Mineral
Resources to Mineral Reserves.
The Mineral Resources estimate is based on
the following assumptions:
Exclusive of Mineral Reserves – Mineral
Resources are reported exclusive of
Mineral Reserves.
Moisture – All Mineral Resources
tonnages are estimated and reported on
a dry basis.
Mining Factors or Assumptions – It is
assumed that standard open pit load and
haul mining operations used by Rio Tinto
will be applicable for the mining of Mineral
Resources ore.
Cut-off – Currently, Rio Tinto reports
Mineral Resources by deposit type
(BID further sub-divided by geological
formation, CID and DID). In addition to
this, Rio Tinto sub-divides iron
mineralisation for reporting Mineral
Resources typically using the following
criteria:
High-grade Brockman is reported as ≥
60% iron (Fe).
Brockman Process Ore is reported as
≥ 50% Fe <60% and ≥ 3% alumina
(Al2O3) < 6% where geology is coded
as Joffre Member, Dales Gorge
Member or Footwall Zone.
High-grade Marra Mamba is reported
as ≥ 58% Fe where geology is coded
as Newman Member, MacLeod
Member, or Nammuldi Member.
Boolgeeda is reported as High Grade ≥
60% Fe and as Blending Aluminous ≥
55% Fe < 60% and ≥ 3% Al2O3 < 6.5%.
Detritals are reported in relation to
their Bedded origins; ≥ 58% Fe for
Marra Mamba detritals, ≥ 60% Fe for
Brockman detritals; or Boolgeeda
detritals are reported as High Grade ≥
60% Fe and as Blending Aluminous ≥
55% Fe < 60% and ≥ 3% Al2O3 <
6.5%.
CIDs are reported primarily based on
strand (geological subdivision), but
with some exceptions where a cut-off
grade is applied based on
metallurgical processing recovery
assumptions. In addition, Mineral
Resources are reported for major
strands only.
Metallurgical Factors or Assumptions – It is
assumed that crushing, screening and
beneficiation processes used by Rio Tinto
will be applicable for the processing of
reported Mineral Resources. Predicted
yield and upgrade are deposit specific and
are based on metallurgical test work
conducted on representative samples
collected from those deposits or adjacent
analogous deposits.
Environmental Factors or Assumptions
Extensive environmental surveys and
studies will be completed during the project
study phases to determine if the project
requires formal State and Commonwealth
environmental assessment and approval.
Mapping of oxidised shales, black
carbonaceous shales, lignite, and the
location of the water table, is used to
predict and manage potential
environmental impacts.
Heritage Factors or Assumptions –
Extensive cultural heritage studies, surveys
and engagement with traditional owners
will be completed during project study
phases to determine if projects require
additional assessment, monitoring, or
exclusion areas to be maintained during
mining, to manage potential impacts to
sites and cultural values.
For more information regarding the material
assumptions for the Mineral Resources
estimates, see Section 11 of the Pilbara
Operations Technical Report Summary filed as
exhibit 96.1 to the Form 20-F for the year ended
31 December 2021 (“2021 Form 20-F”).
Mineral Reserves
The table on pages 280-281 of this Form 20-
F sets out the amount, grade, prices and
metallurgical recovery of the Pilbara
Property’s Proven and Probable Mineral
Reserves for the year ended 31 December
2024 (Australian Iron Ore operations).
Compared to the year ended 31 December
2023, the Mineral Reserves decreased by
1%. Changes were due to mining depletion,
which was offset by the addition of new
deposits and changes to cut-off grade. Other
minor changes are attributed to updated
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geology models and changes to pit designs
for various reasons.
The Mineral Reserves estimates are based
on the following assumptions:
Geological model – Orebody block
models (OBMs) are developed for Mineral
Resources reporting within each mining
area and form the basis of the Mineral
Reserves estimates.
Moisture – Geology models contain
tonnage estimates on a dry in situ basis.
During generation of the OBMs, the
estimated water content (moisture) for
each block model block is added. The
moisture estimate includes consideration of
material physical properties and
hydrogeology. By including both dry tonnes
and water content in the block models,
estimates for dry and wet tonnages can be
determined from the block models as
required for planning, reporting or any other
purpose. Metallurgical regressions are
applied to dry material. From this, expected
water content is predicted for each product,
allowing reporting of wet product tonnes by
combining the dry tonnes and moisture
content.
Metallurgical and processing recoveries
Metallurgical and processing recovery
estimates are applied to crusher feed
tonnages based on the processing plant
type. Dry crushing and screening plants
achieve a recovery of 100%. Wet plants
achieve typical recoveries of 85 to 92%
(dry basis) for the Marra Mamba and
Brockman ores. Processing of pisolite
ores results in recoveries ranging from
50% to 90% due to the relatively higher
and more variable clay content. The
beneficiation plant yield is approximately
60% to 70%.
Cut-off – The key determinant for the
classification of material into ore and waste
is the target product specification of the
various iron ore products. Whether a
particular parcel of material has economic
value or not does not depend on the
characteristics of the parcel itself, but on its
potential contribution to a material blend.
Target product specifications determine the
quantity of saleable ore that can be
economically extracted from the orebodies,
and thus the reported Mineral Reserves.
The cut-off grade for the reported Mineral
Reserves is not based on calculation of a
break-even content of a payable mineral,
or similar economic break-even analysis.
The primary parameter for determining if
material is ore or waste is iron content.
Deleterious elements such as phosphorous
or alumina can also influence the ore-waste
determination. Iron cut-off grade ranges for
the different material types can be seen
below:
Ore Type
Cut-off Range (Fe%)
Yandicoogina Pisolite
55%
Robe Valley Pisolite
53-55%
Brockman
57-60%
Marra Mamba
56-58%
Methodology – A mining schedule that
fully consumes the scheduling inventory
for the Pilbara Property is developed from
the prepared OBMs. To demonstrate
economic viability of the Mineral
Reserves, economic modelling is
completed. Material is only reported as
Mineral Reserves if the level of geological
certainty is sufficient to allow a Qualified
Person to apply the modifying factors in
sufficient detail to support detailed mine
planning and economic viability of
the deposit.
For more information regarding the material
assumptions for the Mineral Reserves
estimates, see Section 12 of the Pilbara
Operations Technical Report Summary filed
as exhibit 96.1 to the 2021 Form 20-F.
Exploration
Additional information on exploration at the
Pilbara Property can be found in Section 7 of
the Pilbara Operations Technical Report
Summary filed as exhibit 96.1 to the 2021
Form 20-F.
Rio Tinto has an ongoing, active programme
of exploration over various parts of the Pilbara
Property. During 2024, 367,000m of drilling
was completed on programs that are aimed at
discovery and development of Rio Tinto’s iron
ore deposits in the Pilbara Property.
Surface exploration activities are also
undertaken as part of geological mapping
programs over areas where there are
no or limited mining activities. A small
number of grab samples (1-3kg) are
collected when required.
The following table provides a summary of the exploration drilling across the Pilbara Property.
Exploration / Mining Area
Total drill holes by drill type
Total drill metres by drill type
P/A/V
RC
DD
U
P/A/V
RC
DD
U
Greater Brockman
2,600
36,445
1,901
81
147,700
2,605,102
156,260
2,383
Greater Tom Price
8,267
11,299
1,304
61
493,017
890,486
118,616
2,958
Greater Paraburdoo
6,950
9,646
898
29
501,178
674,096
92,271
2,947
Robe Valley
1,457
26,829
8,248
3,467
34,517
1,054,253
414,145
91,953
West Pilbara
584
5,501
272
146
26,567
352,379
11,839
5,061
Greater West Angelas
615
26,748
1,820
3,291
20,647
2,066,219
156,227
221,291
Gudai-Darri
774
16,223
573
17
40,734
1,031,487
37,047
252
Greater Hope Downs
173
19,227
1,295
157
5,154
1,501,597
122,334
7,685
Greater Rhodes Ridge
1,791
10,091
525
9
140,576
953,269
55,408
874
Yandicoogina
211
4,624
5,647
25
9,722
318,007
308,305
1,385
East Pilbara
-
1,392
19
17
-
172,111
2,404
1,486
Notes: DD = Diamond, RC = Reverse Circulation, P/A/V = Percussion, Aircore, Vacuum. U = Unknown.
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Current drilling techniques at the Pilbara
Property are reverse circulation (RC) drilling
and diamond drilling (DD). RC holes are
sampled in 2m composites and collected in
alpha-numerically numbered calico bags. Due
to potential fibre mineral intersections, water
injection has been used throughout the
programs since 2014. ‘A’ and ‘B’ splits are
collected and always taken from the same
respective chute of the splitter, keeping any
possible biases constant. Regular cleaning of
the splitter and cyclone is undertaken to avoid
smearing and contamination across intervals.
Respective splits are laid out in separate rows
on the ground adjacent to bulk reject samples,
avoiding mixing of bags and ensuring only ‘A’
sample splits and one in every 20 ‘B’ sample
splits are collected and sent to the laboratory.
The particle size of RC chips is around 6mm
and the primary sample collected post splitting
is between 5 and 8kg, depending on the
density of the material.
Each diamond hole is sampled in 1m
composites using a ‘crushing sheet’ created
by a geologist and collected in alpha-
numerically numbered calico bags (the
‘crushing sheet’ allocated bag numbers to
each metre drilled and showed where check
standards are to be inserted).
Field check standards are inserted
selectively by the rig/logging geologist at a
rate of one in every 30 samples in
mineralised zones and one in every 60
samples in waste with a minimum of one per
drill hole. All check standards contained a
trace of strontium carbonate that is added at
the time of preparation. These standards are
used to check sample preparation and
analytical precision and accuracy at the
laboratory. No direct recovery measurements
of RC samples are performed. Sample
weights are recorded at the laboratory upon
receipt and are qualitatively estimated for
loss per drilling interval at the rig. Diamond
core recovery is maximised via the use of
triple-tube sampling and additive drilling
muds. Diamond core recovery is recorded
using rock quality designation measurements
with all cavities and core loss recorded.
Sample recovery in some friable
mineralisation may be reduced however it is
unlikely to have a material impact on the
reported assays for these intervals. There
were no other factors that materially affected
the accuracy or reliability of the results
recorded.
Geological logging is performed on 2m
intervals for all RC drilling and either 1m or 2m
intervals for diamond holes, depending on the
level of detail required. Magnetic susceptibility
readings are recorded for each interval. All
diamond drill core is photographed. Since
2001, all drill holes have been logged geo-
physically for gamma trace, calliper, gamma
density, resistivity and magnetic susceptibility.
Open-hole acoustic and optical televiewer
image data is collected in specific RC and
diamond holes throughout the deposit for
structural analyses.
Escondia-Map-full-page.jpg
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Escondida
Property Overview
Escondida is a leading producer of copper
concentrate and cathodes located in the
Atacama Desert in northern Chile, 170km
southeast of Antofagasta, Chile at an elevation
of approximately 3,100m above sea level.
It is a non-managed joint venture operated
by Minera Escondida Limitada (MEL)
consisting of the Escondida deposit and
Escondida Norte deposit. The location of the
operations centred upon the two pits are
listed and shown in the location map:
Escondida: Latitude 24°16’ S, Longitude
69° 04’ W
Escondida Norte: Latitude 24°13’ S,
Longitude 69° 03’ W
Escondida consists of a series of porphyry
deposits containing copper, gold, silver and
molybdenum and includes two active surface
open pit mines in production (the Escondida
deposit and Escondida Norte deposit) with ore
being processed through three processing
options (oxide leach, sulphide run of mine
leach and conventional flotation
concentrators). The processing plants at
Escondida include the Los Colorados, Laguna
Seca Line 1 and Laguna Seca Line 2
concentrators. Escondida also includes the
oxide leach facility, SL run of mine leach facility
and SX/EW facility.
For SEC reporting purposes, Escondida is
considered a production stage property.
In addition to mining activities, MEL conducts
both exploration and development activities
across the property.
History
Utah International Inc. (Utah) and Getty Oil Co.
(Getty) commenced geochemical exploration
in the region in 1978 which led to the discovery
of the Escondida deposit in 1981. In 1984
through corporate acquisitions, BHP acquired
the Escondida property. Ownership changed in
1985 to a joint venture between BHP (57.5%),
Rio Tinto Zinc (30%), JECO Corporation
(10%) and World Bank (2.5%). The joint
venture undertook all the subsequent
exploration and development work to bring
Escondida into operation in 1990. The first
cathode was produced in 1998 from the oxide
leach plant, and in 2006 the sulphide leach
plant was inaugurated, one year after the start
of production at the Escondida Norte pit. The
third concentrator plant was commissioned in
2016. Current ownership since 2010 is BHP
(57.5%), Rio Tinto (30%), JECO Corporation
(10%) and JECO 2 Limited (2.5%). MEL
operates Escondida.
For further details regarding the history for
the Escondida property, see Mines and
Production Facilities-Escondida on
page 306.
Infrastructure
All required infrastructure supporting the
current mine plan including roads, rail and
port, power and water supply is in place.
Access to Escondida is via a company
maintained public road from the city of
Antofagasta in northern Chile, which is
serviced by the regional airport.
The site infrastructure, centred on the two
pits, includes three concentrator plants, one
heap and one dump leaching process
facilities, associated cathode production
plant, tailings deposit, along with support and
service facilities.
Two MEL owned and operated seawater
desalination plants are located at Punta
Coloso on the Antofagasta coastline and
supply water for processing plants, mine
operations and supporting infrastructure via
three pipelines to the mine site. Water is
recycled from the tailings dam for re-use in
the concentrator plants.
The nearby Coloso port facility receives
copper concentrate via a pipeline from the
mine site and processes this to a dry
concentrate ready for stockpiling and loading
via a dedicated concentrate shiploading
facility. Both concentrate pipeline and port
facilities are owned and operated by MEL.
Additional third-party owned port
infrastructure is located at Antofagasta,
including rail, train unloading and ship
loading facilities.
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Escondida utilises an existing privately
owned railway system to transport copper
cathode product from site and consumables
to site through the ports of Antofagasta and
Mejillones. Escondida owns a minor rail spur
connecting the mine site into the publicly
owned railway.
Since 2022, Escondida has had contracts in
place with ENEL and Colbun for energy
purchase, both providing power from 100%
renewable sources.  Power from Tamakaya is
used as back up when required.
The power is supplied at 220kV and then
distributed throughout the operations to the
required locations via a series of substations.
The power transmission system that supplies
the mine site is owned and managed by
MEL.
The workforce is a combination of employees
and contractors supporting the operations.
Operational personnel reside in on-site
accommodation at Escondida and are sourced
from Antofagasta or from other parts of Chile.
Titles, leases and permits
MEL holds a total of 764 mining concessions
for Escondida covering an area of 406,018ha.
There are 18 principal mining concessions that
provide MEL with the right to explore and mine
indefinitely at Escondida, subject to payment
of annual license fees. All leases were
obtained through the legally established
process in which judicial requests are
presented to the Chilean state.
Lease name
Registered tenement holder
Expiry date
Surface area (ha)
Alexis 1/1424
Minera Escondida Ltda.
Permanent
7,059
Amelia 1/1049
Minera Escondida Ltda.
Permanent
5,235
Catita 1/376
Minera Escondida Ltda.
Permanent
1,732
Claudia 1/70
Minera Escondida Ltda.
Permanent
557
Colorado 501/977
Minera Escondida Ltda.
Permanent
2,385
Costa 1/1861
Minera Escondida Ltda.
Permanent
9,159
Donaldo 1/612
Minera Escondida Ltda.
Permanent
3,060
Ela 1/100
Minera Escondida Ltda.
Permanent
500
Gata 1 1/100
Minera Escondida Ltda.
Permanent
400
Gata 2 1/50
Minera Escondida Ltda.
Permanent
200
Guillermo 1/368
Minera Escondida Ltda.
Permanent
1,785
Hole 14
Minera Escondida Ltda.
Permanent
1
Naty 1/46
Minera Escondida Ltda.
Permanent
230
Paola 1/3000
Minera Escondida Ltda.
Permanent
15,000
Pista 1/22
Minera Escondida Ltda.
Permanent
22
Pistita 1/5
Minera Escondida Ltda.
Permanent
9
Ramón 1/640
Minera Escondida Ltda.
Permanent
3,200
Rola 1/1680
Minera Escondida Ltda.
Permanent
8,400
Total
58,934
In addition to mining concessions, Chilean law also regulates,
independently of mining concessions, the rights to the use of the
land surface. MEL owns 155,000ha of surface rights at Escondida
and these are also renewable on an annual basis. These rights are
also obtained through legal process presented to the Chilean state
and potentially to other third party owners, including the Chilean
“Consejo de Defensa del Estado” as required, MEL’s main surface
rights for Escondida cover operational activities such as pits, dumps,
leach pads, plant and other infrastructure.
Infrastructure
Surface rights identifier1
Register
 Regional office
Surface area (ha)
Folio
Number
Year
Pits, waste dumps, leach pads, plants
619 V
964
1984
Hipotecas y Gravámenes
Bienes Raíces Antofagasta
22,084
Energy transmission lines, aqueducts,
mineral pipelines, roads
1121 V
1117
2018
Hipotecas y Gravámenes
Bienes Raíces Antofagasta
26,988
1.As defined by Chilean legal requirements
MEL also holds maritime concessions for the Coloso port facilities.
These concessions are requested through submission of the
proposed project to the Chilean Ministry of Defence and are
awarded by legal decree.
Encumbrances
There are no known significant encumbrances to the Escondida
property that would impact the current Mineral Resources and Mineral
Reserves.
For further details regarding the titles, leases and rights for the
Escondida property, see Mines and Production Facilities-Escondida
on page 306.
Present condition of property
Continuous resource definition activities are ongoing to upgrade Mineral
Resources understanding to support the mine plans and to develop
Mineral Reserves. These activities include drilling and in-pit mapping.
Geological understanding of the two deposits is supported by a total of
approximately 2,732km of drilling undertaken in a total of approximately
8,740 drill holes.
Surface mining is by drilling and blasting along with shovel/excavator
loading and truck haulage from each of the two open pits. Extracted
sulphide ore undergoes crushing prior to processing in one of three
concentrators with concentrate piped to the Coloso port for drying.
Lower grade sulphide ore is directly dumped onto leach pads and is
processed by biological leaching. Oxide and transitional ores are
processed using heap leaching. Leached products are converted to
copper cathode then railed to Antofagasta port.
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Age modernisation and condition of the
equipment and facilities
The infrastructure, equipment and facilities
within Escondida are of variable age.
Construction commenced at Escondida in
1998 with first production in 1990. A number
of expansion phases followed from 1993
onwards which included the development of
additional infrastructure to increase
production. Key milestones subsequent to
first production in 1990 relating to the
development of the operations were:
1998 Acid heap leaching of oxides
commenced
2002 Second concentrator (Phase 4)
inaugurated
2005 Mining commenced at the
Escondida Norte deposit
2006 Dump bio-leaching of sulphides
commenced
2007 First desalination plant commenced
pumping
2016 Third concentrator inaugurated
2017 Second desalination plant
commenced pumping
2020 Operation converted to 100% use of
desalination water
MEL undertakes planned maintenance
programs at Escondida and implements
scheduled replacements of mine fleet and
infrastructure components that are intended
to maintain continued reliable operation of
equipment, facilities and infrastructure to
meet operational requirements.
Book value
For the book value for Escondida, see
Rio Tinto Financial Information by Business
Unit on pages 266-267.
Geology and mineralisation
The Escondida deposit and Escondida Norte
copper deposit lie in the Escondida-Sierra de
Varas shear lens of the Domeyko Fault
System. The deposits are supergene-
enriched copper porphyries with primary
sulphide mineralisation associated with
multiple phase intrusions of monzonite to
granodiorite composition into host volcanics.
Primary mineralisation has undergone
secondary supergene leaching and
enrichment with associated local formation of
copper oxide mineralisation, predominately
brochantite. Supergene enrichment
generated laterally-continuous and sub-
horizontal high-grade sulphide mineralisation
zones across the deposit, predominately
chalcocite and covellite. The primary
hypogene mineralisation, present in the
deepest parts of the deposits is chalcopyrite
with bornite.
Mineral Resources
The table on pages 294-295 sets out the
amount and grade of Escondida’s Measured,
Indicated and Inferred Mineral Resources for
the year ended 31 December 2024. Mineral
Resources for Escondida are reported as in
situ estimates. Compared to the year ended
31 December 2023, there is an increase of
7% in Measured and Indicated Resources
and a decrease of 6% in Inferred Mineral
Resources resulting in an overall decrease of
3% as at December 31 2024.  These
changes were mainly due to mine factors
and inclusion of additional drilling results to
the estimate.
The Mineral Resources estimate for
Escondida is based on the following
assumptions:
Exclusive of Mineral Reserves – Mineral
Resources are reported exclusive of
Mineral Reserves.
Moisture – All Mineral Resources
tonnages are estimated and reported on
a dry basis.
Mineral Resources are estimated using
ordinary kriging.
Escondida point of reference for the
Mineral Resources is mine gate.
Escondida Mineral Resources cut-off
criteria used are Oxide ≥ 0.20% soluble
Cu; Mixed ≥ 0.30% Cu; Sulphide ≥ 0.25%
Cu for mineralisation assigned to be
processed via leaching or ≥ 0.30% Cu for
mineralisation assigned to be processed
via the concentrator.
Escondida metallurgical recoveries are
Oxide 54%; Mixed 41%; Sulphide 42% for
material processed by leaching or 85%
for material processed via the
concentrator.
The pit optimisation used to determine
the Mineral Resources that have
reasonable prospects of economic
extraction based on a copper price of
US$4.29/lb.
For more information regarding the material
assumptions for the Mineral Resources
estimates for Escondida, see Section 11 of
the Escondida Technical Report Summary
filed as exhibit 96.2 to this Form 20-F for the
year ended 31 December 2022 (“2022 Form 20-
F”).
Mineral Reserves
The table on pages 282-283 sets out the
amount, grade, cut-off grade, price and
metallurgical recovery of the Escondida
Property’s Proven and Probable Mineral
Reserves for the year ended 31 December
2024. Compared to the year ended 31
December 2023, there was less than a 1%
increase in Mineral Reserves as at 31
December 2024 due to net impact of
depletion offset by increases in mine and
processing costs.
Material assumptions in the estimation of
Mineral Reserves for Escondida are:
The resource model reflects the continuity
and complexity of the deposit with the
confidence stated in the classification.
Variable cut-off grade strategy that
maximises throughput for the
concentrator, smelter and refinery.
The point of reference for Mineral
Reserves is mine gate.
Escondida Mineral Reserves cut-off
criteria used are for Oxide ≥ 0.20%
soluble Cu. For Sulphide ≥ 0.30% Cu and
where greater than the variable cut-off of
the concentrator. Sulphide ore is
processed in the concentrator plants as a
result of an optimised mine plan with
consideration of technical and economic
parameters in order to maximise net
present value. For Sulphide Leach ≥
0.25% Cu and 70% or less of copper
contained in chalcopyrite and lower than
variable cut-off grade. Sulphide leach ore
is processed in the leaching plant as an
alternative to the concentrator process.
Escondida metallurgical recoveries for
Oxide 54%; Sulphide Leach 41%;
Sulphide 42% for material processed by
leaching or 85% for material processed
via the concentrator.
Commodity prices, operating and
capital costs.
For more information regarding the material
assumptions for the Mineral Reserves
estimates for Escondida, see Section 12 of
Escondida Technical Report Summary filed 
as exhibit 96.2 to the 2022 Form 20-F.
Exploration
A total of 2,732km of exploration drilling has
been completed (up until December 2023),
distributed across 5,978 drill holes for
Escondida and distributed across 2,891 drill
holes for Escondida Norte.
The main objective of the exploration
programs implemented at Escondida
has been the exploration of new deposits,
as well as to improve mineral resources
classification to support the annual planning
cycle. The results of these programs serve
as the basis to support planning and growth
strategies as well as investment programs for
the modernisation of the mining unit.
Additional information can be found in
Section 7 of the Escondida Technical Report
Summary filed as exhibit 96.2 to the 2022
Form 20-F.
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Oyu Tolgoi
Property Overview
The Oyu Tolgoi property, which contains the
Oyu Tolgoi project is located in the South Gobi
region of Mongolia, approximately 645km by
road south of the capital, Ulaanbaatar. Oyu
Tolgoi is being developed by Oyu Tolgoi LLC
and consists of a series of deposits containing
copper, gold, and silver. Oyu Tolgoi consists of
an open pit copper-gold mine and concentrator
facilities and an underground block cave mine
and related infrastructure.
The Oyu Tolgoi copper-gold porphyry deposits
are distributed along a 12km north-northeast
striking corridor. From north to south, the
deposits comprise Hugo North, Hugo South,
Oyut, and Heruga. The Oyut deposit is
currently mined as an open pit using a
conventional drill, blast, load, and haul method.
The Hugo North deposit is currently being
developed as an underground mine.
Rio Tinto holds a 66% interest in Oyu Tolgoi
LLC following the purchase of Turquoise Hill
Resources Ltd (TRQ) in 2022. The remaining
34% interest is held by the Government of
Mongolia through Erdenes Oyu Tolgoi LLC.
Oyu Tolgoi is centred at approximately
latitude 43°00’45”N, longitude 106°51’15”E.
For SEC reporting purposes Oyu Tolgoi is
considered a production stage property. In
addition to mining activities, Oyu Tolgoi
conducts both exploration and development
activities across the property.
The location of the operations is shown in the
location map and is centred around  Latitude
43° 00' N, Longitude 106° 52'' E.
History
The existence of copper in the Oyu Tolgoi area
has been recognised since the Bronze Age,
but contemporary exploration for Mineral
Resources did not begin until the 1980s, when
a joint Mongolian and Russian geochemical
survey team identified a molybdenum
anomaly. In September 1996, geologists from
the Magma Copper Company identified a
porphyry copper leached cap over what is now
known as the Central zone of the Oyut
deposit. The Magma Copper Company
subsequently secured exploration tenements
in the area. Magma Copper Company was
subsequently acquired by BHP, which
became BHP.
In 1999, TRQ (known at the time as Ivanhoe
Mines Ltd.) visited Oyu Tolgoi and agreed to
acquire 100% interest in  Oyu Tolgoi.
In 2009, the Investment Agreement between
Ivanhoe Mines (now TRQ), Rio Tinto and the
Government of Mongolia was signed and
Oyu Tolgoi LLC was formed.
In 2010 open pit mining commenced with first
ore delivered in 2012 and first concentrate
sales in 2013. In 2012, Rio Tinto became the
majority shareholder of Ivanhoe.
In 2022 the first drawbell of the Hugo North
underground mine was fired. At the end of
2024, a total of 124 drawbells had been fired
completing the Panel 0 production level
development.
Rio Tinto has managed the project since 2011
and became majority shareholder of Ivanhoe
Mines in 2012. Rio Tinto now has a 66% direct
interest in Oyu Tolgoi following the successful
completion of the acquisition of TRQ. This is
allowing Rio Tinto to focus fully on strengthening
its relationship with the Government of Mongolia
and moving Oyu Tolgoi forward with a simpler
and more efficient ownership and governance
structure.
For further details regarding the history and
previous operators for the Oyu Tolgoi
Property, see Mines and Production
Facilities– Oyu Tolgoi on page 307.
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Infrastructure
Road access to Oyu Tolgoi from Ulaanbaatar
is currently by an unpaved road, via
Mandalgovi. Oyu Tolgoi LLC maintains a set of
gravel roads internal to the Oyu Tolgoi, locally
a 35.1km gravel road to the Khanbogd Soum,
and regionally via the access road from Oyu
Tolgoi to the Mongolian-Chinese border
crossing at Gashuun Sukhait which is a sealed
all-weather 105km long road. The Chinese
Government has upgraded 226km of road
from Ganqimaodao to Wuyuan, providing a
direct road link between the Mongolian border
crossing at Gashuun Sukhait, 80km south of
Oyu Tolgoi, and the Trans-China
railway system.
A permanent domestic airport has been
constructed at Oyu Tolgoi, 13km north of the
camp area, to support the transportation of
people and goods to the site from
Ulaanbaatar. It further serves as the regional
airport for Khanbogd soum. The airport is
designed to accommodate commercial aircraft
up to the Boeing 737-800 series. The flight
time from Ulaanbaatar is just over one hour.
A major groundwater resource was discovered
at Gunii Khooloi, the development of which
provides the raw water supply for the camp
and operations at Oyu Tolgoi.
Power for Oyu Tolgoi is currently supplied with
electricity from China’s Inner Mongolia
Autonomous Region (IMAR) in accordance
with the Electricity Purchase and Sales
Agreement for the Oyu Tolgoi Project between
Oyu Tolgoi LLC, the Inner Mongolia Power
International Cooperation (IMPIC) company,
and the National Power Transmission Grid of
Mongolia.
Power is supplied via a 220kV double-circuit
transmission line from the IMAR West grid.
Either circuit can supply approximately
350MW, thus Oyu Tolgoi’s load can be met
entirely from one circuit while the other is kept
for redundancy.
Oyu Tolgoi operates and maintains assets
within remote fly-in-fly-out (FIFO) Village at
Oyu Tolgoi. There are ~18,000 rooms along
with assorted central facilities such as dining
rooms, taverns, and recreational facilities.
Critical infrastructure that supports the FIFO
Villages includes potable and waste water
plants, potable water networks, and back-up
power generation.
The Oyut open pit mine supplies ore to
the concentrator via a primary crusher
and overland conveyor. The Hugo North
underground mine is currently being
developed and will consist of multiple
block caves supported by multiple shafts and
a conveyor to surface material
handling system.
Titles, leases and permits
The following key agreements relating to the
development and operation of Oyu Tolgoi
have been entered into by Rio Tinto, the
Government of Mongolia, and other entities
and have an impact on Rio Tinto’s interest in,
and obligations relating to Oyu Tolgoi:
Investment Agreement dated 6 October
2009, between the Government of
Mongolia, Ivanhoe Mines Mongolia Inc
LLC (renamed Oyu Tolgoi LLC), and Rio
Tinto International Holdings Limited in
respect of Oyu Tolgoi (Investment
Agreement).
In 2004, Entrée Gold Inc (renamed
Entrée Resources Ltd) entered into an
equity participation and earn-in
agreement (EPEA) with Ivanhoe Mines
Ltd (now TRQ). Subsequently, TRQ
transferred its interest under the EPEA in
the Shivee Tolgoi and Javkhlant mining
licences to Oyu Tolgoi LLC in 2005. The
resulting economic interest in the
minerals extracted from such licenses is
currently held as follows:
70% Oyu Tolgoi LLC / 30% Entrée
Resources Ltd for minerals extracted
from up to 560 m below the surface;
and
80% Oyu Tolgoi LLC / 20% Entrée
Resources Ltd for minerals extracted
more than 560 m below the surface
Amended and Restated Shareholders
Agreement (ARSHA) dated 8 June 2011
among Oyu Tolgoi LLC, THR Oyu Tolgoi
Ltd. (formerly Ivanhoe Oyu Tolgoi (BVI)
Ltd.), Oyu Tolgoi Netherlands B.V. and
Erdenes MGL LLC as amended on 2
October 2023. Erdenes MGL LLC since
transferred its shares in Oyu Tolgoi LLC
and its rights and obligations under the
ARSHA to its subsidiary, Erdenes Oyu
Tolgoi LLC.
Power Source Framework Agreement
(PSFA) dated 31 December 2018,
between the Government of Mongolia
and Oyu Tolgoi LLC, including the
amendment to the PSFA dated
18 June 2020.
These agreements establish obligations and
commitments of the involved parties,
including the Government of Mongolia,
providing clarity and certainty in respect of
the development and operation of Oyu
Tolgoi.
Activities related to Oyu Tolgoi must be
carried out in accordance with these
agreements and the laws of Mongolia. As of
the date of this Form 20-F filing, material
permits and authorizations necessary to
develop and operate Oyu Tolgoi have been
obtained.
Rights to mining are held under five Mine
Licences. Three are 100% owned by Oyu
Tolgoi LLC and two are subject to the EPEA
between Entrée Resources Ltd and Oyu
Tolgoi LLC, which established a joint venture
arrangement between the parties, which
enables Oyu Tolgoi LLC to carry out
operations over the licensed areas, subject
to the terms of the agreement. Although a
formal joint venture agreement has not been
signed, the earn-in requirements have been
met. Both the Shivee Tolgoi and Javkhlant
licences are operated by Oyu Tolgoi LLC.
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Tenure Number
Tenure Name
Tenure Type
Holder Group
Oyu Tolgoi’s Interest
Tenure
Status
Expiry Date
Current Area
(ha)
MV-006708
Manakht
Mining Licence
Oyu Tolgoi LLC
100%
Live
23 Dec 2033
4,533
MV-006709
Oyu Tolgoi
Mining Licence
Oyu Tolgoi LLC
100%
Live
23 Dec 2033
8,490
MV-006710
Khukh Khad
Mining Licence
Oyu Tolgoi LLC
100%
Live
23 Dec 2033
1,763
MV-015225
Javkhlant
Mining Licence
Entrée LLC
70% from the surface to 560 m below the
surface; and 80% from below 560 m
Live
27 Oct 2039
20,327
MV-015226
Shivee Tolgoi
Mining Licence
Entrée LLC
70% from the surface to 560 m below the
surface; and 80% from below 560 m
Live
27 Oct 2039
42,593
Encumbrances
There are no known significant
encumbrances to the Property at Oyu Tolgoi
that would impact the current Mineral
Resources or Mineral Reserves.
For further details regarding the titles, leases
and rights for Oyu Tolgoi, see Mines and
Production Facilities-Oyu Tolgoi on page 307.
Personnel
Personnel are engaged on either a residential
or FIFO basis, sourced from capital and
regional centres in Mongolia.
Age, modernisation and condition of the
equipment and facilities
The infrastructure, equipment and facilities at
Oyu Tolgoi are subject to an ongoing regime
of sustaining capital investment and
maintenance, underpinned by asset integrity
audits, engineering inspections, engineering
life cycles for key equipment and safety
inspections and audits.
Book value
For the book value for Oyu Tolgoi, see
Rio Tinto Financial Information by Business
Unit on pages 266-267.
Geology and mineralisation
The mineral deposits at Oyu Tolgoi lie in a
structural corridor where mineralisation has
been discovered over a 26km strike length.
Four deposits hosting Mineral Resources
have been identified: Oyut, Hugo Dummett
North, Hugo Dummett South, and Heruga.
The Oyu Tolgoi copper-gold porphyry
deposits are distributed along a 12km north-
northeast striking corridor. From north to
south, the deposits comprise Hugo North,
Hugo South, Oyut, and Heruga.
These deposits lie within the Gurvansayhan
island-arc terrane, a fault bounded segment
of the broader Silurian to Carboniferous
Kazakh-Mongol arc, located towards the
southern margin of the Central Asian
Orogenic Belt. Mineralisation is associated
with multiple, overlapping, intrusions of
late Devonian quartz-monzodiorite intruding
Devonian (or older) juvenile, probably intra-
oceanic arc-related,
basaltic lavas and lesser volcaniclastic rocks,
unconformably overlain by late Devonian
basaltic to dacitic pyroclastic
and volcano sedimentary rocks.
These quartz-monzodiorite intrusions range
from early-mineral porphyritic dykes, to
larger, linear, syn-, late- and post-mineral
dykes and stocks.
Mineral Resources
The table on pages 294-295 sets out the
amount and grade, of Oyu Tolgoi’s
Measured, Indicated and Inferred Mineral
Resources for the year ended 31 December
2024. The negligible <1% reduction in
Mineral Resources compared to the year
ended 31 December 2023 is primarily due to
the 2024 mined (production) Inferred material
from the Oyut open pit Mineral Resources.
The Mineral Resources estimate is based on
the following assumptions:
Exclusive of Mineral Reserves – Mineral
Resources are reported exclusive of
Mineral Reserves.
Moisture – All Mineral Resources tonnages
are estimated and reported on a dry basis.
Mineral Resources are estimated using
ordinary kriging.
The sample data preparation including
data capping is appropriate for use in
estimation of a Mineral Resource.
The pit optimisation used to determine
the resources that have reasonable
prospects of economic extraction.
It is assumed that standard open pit load
and haul mining operations and
underground block cave mining
operations will be applicable for the
mining of Mineral Resources. Processing
will be through crushing, grinding and a
froth flotation concentrator process.
Copper, gold and silver are payable
elements and are included in the
calculation of a copper equivalent cut-off.
At Heruga, molybdenum is also included
as a payable element.
For more information regarding the material
assumptions for the Mineral Resource
estimates, see Section 11 of the Oyu Tolgoi
Technical Report Summary filed as exhibit
96.3 to the 2022 Form 20-F.
Mineral Reserves
The table on pages 282-283 sets out the
amount, grade, price and metallurgical
recovery of Oyu Tolgoi ‘s Proven and
Probable Mineral Reserves for the year
ended 31 December 2024.  The 5%
reduction in Mineral Reserves compared to
the year ended 31 December 2023 is
primarily due to the 2024 mined (production)
Proven and Probable ore from the Oyut open
pit Mineral Reserves.
The Mineral Reserves estimates for Oyu
Tolgoi are based on a Life of Mine plan that
has been developed according to SK-1300
and using industry accepted strategic
planning approaches which defined the life of
the mines at Oyu Tolgoi. Inferred Mineral
Resources have been treated as waste. The
final reserves plan is the outcome of the
application of appropriate modifying factors
in order to establish an economically viable
and operational mine plan. At Oyu Tolgoi, a
variable cut-off grade strategy is applied to
develop the mine plan. The Mineral
Reserves estimate includes both the Oyut
and Hugo North deposits and more detail is
provided in Table 1.2 of exhibit 96.3 of the
2022 Form 20-F.
Material assumptions in the estimation of
Mineral Reserves are:
The resource model reflects the continuity
and complexity of the deposit with the
confidence stated in the classification.
Mineral Reserves are reported as dry mill
feed tonnes.
A variable net smelter return cut-off
strategy that maximises throughput for
the concentrator.
Commodity prices, operating and
capital costs.
Geology models contain tonnage
estimates on a dry in situ basis. The
estimated water content (moisture) for
each block model block is added.
Metallurgical and processing recovery
estimates are applied to crusher feed
tonnages based on ore types.
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Uncertainties that affect the reliability or
confidence in the Mineral Reserves estimate
include but are not limited to:
Future macro-economic environment,
including metal prices and foreign
exchange rate.
Changes to operating cost assumptions,
including labour costs.
Ability to continue sourcing water.
Changes to mining, hydrological,
geotechnical parameters, and
assumptions.
Ability to maintain environmental and
social licence to operate.
Metallurgical recovery assumptions.
For more information regarding the material
assumptions for the Mineral Reserves
estimates at Oyu Tolgoi, see Section 12 of
Oyu Tolgoi Technical Report Summary filed
herewith as exhibit 96.3 to the 2022
Form 20-F.
Exploration
Exploration on the mine leases is undertaken
by Oyu Tolgoi LLC’s site technical services
team. The current exploration strategy is
focused on developing a project pipeline
prioritised in areas that can impact the
current development of the Oyu Tolgoi
deposits, seeking low-cost development
options and continuing the assessment of
legacy datasets to enable future discovery.
Exploration targets, based on identified
medium or high priority, have had exploration
work completed in 2024, and will continue to
be investigated going forward based on
priority and potential.  Development of the
known Mineral Resources is a key objective
of stakeholders and over the life of Oyu
Tolgoi. Oyu Tolgoi LLC will continue to
progress its orebody knowledge of these
known resources to improve decision making
on their potential development.
Additional information can be found in
Section 7 of the Oyu Tolgoi Technical Report
Summary filed as exhibit 96.3 to the 2022
Form 20-F.
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Simandou
Property Overview
The SimFer Iron Ore Project (Simandou) is an
iron ore mining project located in the Republic
of Guinea, approximately 550km southeast of
Conakry (Guinea’s capital), towards the
southern end of the 110km long Simandou
Range. The Simandou orebodies are located
within the 369km² area (Blocks 3 and 4) of the
Simandou South Mining Concession (the
Concession) which is held by SimFer S.A.
(SimFer). Simandou is located at latitude
08°31′N, longitude 08°54′W.
Iron ore extracted from Blocks 3 and 4 (and the
neighbouring Winning Consortium Simandou
(WCS) mining concession Blocks 1 and 2) will be
exported via rail and port infrastructure being co-
developed between the Guinean State, SimFer
Jersey, and WCS, with the ultimate owner and
operator of the infrastructure being the
Compagnie du Transguinéen (CTG), an
incorporated joint venture (JV) between SimFer
Jersey (42.5% through its subsidiary SimFer
Infraco Limited), WCS (42.5%) and the
Government of Guinea (15%).
SimFer is owned by SimFer Jersey (85%),
and the Guinean State (15%). SimFer Jersey
is an incorporated JV comprising Rio Tinto
SimFer UK Limited (53%), and Chalco Iron
Ore Holdings Limited (CIOH) (47%).
For SEC reporting purposes, Simandou is
considered a development stage project
property. In addition to project construction,
SimFer conducts both exploration and
development activities across the property.
History
The existence of iron ore in the Simandou
Range has been recognized since the
1950’s, with the commencement of drilling
activities by Rio Tinto in 1997.
From 1999 through to 2011, some 81km of
drilling was undertaken at the Pic de Fon
deposit, adjacent to the Ouéléba deposit,
and a further 98km of drilling was undertaken
within the Ouéléba deposit during the period
2005 to 2013.
Total drilling of more than 250km has been used
as the basis for interpretation of the Mineral
Resources, more than 130km/680 holes at
Ouéléba, of which approximately 30% were
diamond core and the remainder Reverse
Circulation (RC) and more than 110km/570
holes at Pic de Fon with approximately 30%
being diamond core and the remainder RC.
SimFer mining concession over Blocks 3 and
4 was granted on 22 April 2011 by
Presidential Decree.
In 2022, co-development of the rail and port
infrastructure between the Guinean State, WCS
Railway, and Rio Tinto through its SimFer
holdings was agreed and a co-development
agreement (and its appendices) which was
signed on 10 August 2023, ratified by law on 29
March 2024 and fully entered into force on 30
May 2024 (Co-Development Agreement).
For further details regarding the history and
previous operators for the Simandou
Property, see Mines and Production
Facilities–Simandou on page 316.
Infrastructure
A new trans-Guinean railway consisting of a
multi-use, multi-user main line approximately
536km long is being constructed in
conjunction with WCS.
Two separate spur lines from the main rail
line are being constructed to each of the two
separate mining areas, the WCS Spur Line
for Blocks 1 and 2, and the SimFer Spur Line
for Blocks 3 and 4.
There is an existing airport at Beyla, which is
located some 35km from the Simandou camp.
A purpose built crushing and material
handling facility will be constructed at the
project, which is capable of handling the
Direct Shipping Ore (DSO) product from the
mine.
The product from the Ouéléba crushing plant
will be stacked by dedicated stackers onto
separate rows of stockpiles in a common
stockyard.
Power for Simandou will be supplied by a
combination of diesel generated electrical
power, and solar/battery power.  Downhill
conveying from the mine to the stockyard will
supply regenerative power when ore is being
transported from the mine.
The power plant is a hybrid renewable plant
that supplies a maximum demand of
approximately 18.5MW using diesel-fired
generators initially, plus capacity for future
expansion using a combination of diesel-fired
generators and future renewable sources.
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Current site access roads are being
upgraded to handle mine traffic and
contractor access for construction of the
processing plant, and associated
infrastructure.
Camp facilities are in place, with a current
workforce involved in further geological
sampling and construction works. Planned
expansion of camp facilities in addition to an
expansion and upgrade of an existing airstrip
are planned for the project construction
phase.
Port access will be through the port located
in the Morebaya Estuary south of Conakry in
the Forécariah prefecture, which will allow for
the global distribution of iron product. The rail
and port infrastructure to enable export of ore
from the Property is being co-developed as a
JV between the Guinean State, SimFer
Jersey, and WCS, with the ultimate owner
and operator of the co-developed
infrastructure being the CTG.
General infrastructure will include mine
access control and guard house, mine
administration buildings, workshops, mine
operations buildings, prayer building, site
laboratory, and a central messing and
ablution facility.
Critical infrastructure that supports the camp
includes potable and wastewater plants,
potable water networks, and back-up power
generation.
The Ouéléba mine will supply ore to the
stacker/reclaimer via a dual primary crusher,
and downhill conveyor.
Titles, leases and permits
The following key agreements relating to the
development and operation of Simandou
have been entered into by Rio Tinto, the
Guinean State, and other entities, and have
an impact on Rio Tinto’s interest in, and
obligations relating to, Simandou:
SimFer mining concession over Blocks 3
and 4 was granted on 22 April 2011 by
Presidential Decree No. D/2011/134/
PRG/SGG, which was published in the
April special issue of the Official Journal
of the Republic of Guinea (Concession
Decree).
In 2012, the Environment and Social
Impact Assessment (ESIA) was originally
approved, and the Government of Guinea
declared Simandou a “Project of National
Interest”. Approvals have been
maintained in accordance with applicable
law throughout construction, through
annual renewals of certificates of
conformance.
The ESIA has been updated through
approved ESIAs. An ESIA for the SimFer
Mine and Spur Line was approved in July
2024, and updated ESIA for Port
terrestrial works was approved in
September 2024.  An updated ESIA for
Port Marine works is undergoing
regulatory approval as of
December 2024.
The investment framework for the
development of Simandou, including a
mining convention (Amended and
Consolidated Basic Convention), as
adjusted on 10 August 2023 (Mine
Bipartite Agreement) to take into account
the new co-developed rail and port
infrastructure project; and a Build Operate
Transfer convention (BOT Convention),
as amended on 10 August 2023 by the
Co-Development Agreement. The BOT
Convention will remain in force during the
whole construction of the SimFer scope.
During operation, CTG will operate the
rail and port infrastructure under
dedicated rail and port conventions.
The Concession duration is 25 years,
renewed automatically for a further period
of 25 years followed by further 10-year
periods in accordance with the mining
convention and the applicable Guinean
mining legislation, provided SimFer has
complied with its obligations under the
Amended and Consolidated Basic
Convention.
The co-developed rail and port
infrastructure includes a purpose-built
port facility to be constructed at Morebaya
estuary, which will facilitate the export of
the iron ore from the SimFer Mine, and
WCS Mine. The port will have a capacity
of 120 million tonnes per annum (Mtpa)
and will be shared with WCS. The port
will be accessed by a purpose built
536km main rail line with spurs to connect
the SimFer Mine (68km), and WCS Mine
(16km) to the port at Morebaya. The rail
will have initial capacity of up to 120Mtpa.
These agreements establish obligations and
commitments of the involved parties,
including the Guinean State, providing clarity
and certainty in respect of the development
and operation of Simandou.
Access to the mine site and to the ore is
guaranteed under the applicable mining
legislation and the Amended and
Consolidated Basic Convention. Mining,
exploration, and exploitation works carried
out or to be carried out on site are authorized
in accordance with the applicable legislation
and/or the Amended and Consolidated Basic
Convention. Other required permits and
authorizations (e.g., environmental, building,
etc.) are applied for by SimFer in compliance
with the application legislation and its
investment framework.
Activities related to Simandou must be
carried out in accordance with these
agreements and the laws of Guinea. As of
the date of this Form 20-F filing, material
permits and authorizations necessary to
develop and operate Simandou have
been obtained.
Tenure Number
Tenure Name
Tenure Type
Holder Group
Rio Tinto’s Interest
Tenure
Status
Expiry Date
Current Area
(ha)
A2011/011/
DIGM CPDM
Simandou
Blocks 3 and 4
Mining
concession
SimFer Jersey Limited (shareholders RT
SimFer UK Ltd and CIOH) of which we have a
53% interest in 85% of the project => 45.05%
45.05%
Live
07 July 1964
36,900
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Encumbrances
There are no known significant
encumbrances to the Property at Simandou
that would impact the current Mineral
Resources or Mineral Reserves. It should
however be noted that:
In addition to its existing 15% share in the
share capital of SimFer S.A., the State
has been granted various options to
purchase over time additional shares in
the share capital of SimFer S.A up to 20%
(of which 10% based on Mining Historical
Costs and 10% at market value). None of
these options have been exercised on the
date of this submission; and
The State can terminate the Amended
and Consolidated Basic Convention and/
or withdraw the Concession in various
circumstances such as (i) a material
breach by SimFer S.A. of its obligations
under the Amended and Consolidated
Basic Convention, including not reaching
first commercial production by a certain
date; (ii) the physical completion of the
Mining Infrastructure does not occur by
31 December 2026; the Main Rail Line,
SimFer Spur Line, WCS Spur Line and
WCS Barge Port are not completed by 31
December 2026, and the State withdraws
the WCS Concession, provided that these
deadlines can be postponed based on
legitimate grounds such as force majeure
events and/or following the application of
extension mechanisms provided for in,
and in accordance with, the Co-
Development Agreement and/or the Mine
Bipartite Agreement. No such termination
or withdrawal has been notified to SimFer
S.A. to date.
For further details regarding the titles, leases
and rights for Simandou, see Section 3 of the
Simandou Technical Report Summary filed
as exhibit 96.4 to this Form 20-F for the year
ended 31 December 2023 (“2023 Form 20-F”).
Personnel
Personnel will be engaged on either a
residential, or FIFO basis. During
construction, personnel will be sourced from
capital and regional centers in Guinea, as
well as overseas where local skills are
unavailable.
Age, modernisation and condition of the
equipment and facilities
The facilities at Simandou are relatively new,
or under construction. All infrastructure,
equipment, and facilities are subject to an
ongoing regime of sustaining capital
investment and maintenance, underpinned
by asset integrity audits, engineering
inspections, engineering life cycles for key
equipment, and safety inspections and
audits.
Book value
For the book value for Simandou, see Rio
Tinto Financial Information by Business Unit
on pages 266-267.
Geology and mineralisation
The Ouéléba and Pic de Fon deposits are
located in the Simandou Range, on a
prominent ridge. The Simandou Range is the
result of multi-phase ductile deformation
represented by tight synformal fold keels and
sheared antiformal structures. The ridge
consists of a formation of itabirites
(metamorphosed Banded Iron Formation
(BIF)) and phyllites, overlying basement
gneiss and amphibolite. The itabirites and
phyllites have been deeply weathered and
identifying stratigraphy is difficult, with the
only discernible contact being that between
the itabirites, and phyllites.
The Ouéléba deposit is located towards the
southern end of the Simandou Range,
approximately 5km north of the Pic de Fon
deposit. It is an approximately 7km long and
700m wide zone of mineralisation.
The Pic de Fon deposit is an approximately
7.5km long, and 500m wide (extending
briefly to just over 1,000m wide at the
northern end of the deposit) zone of
mineralisation. The deposit forms part of a
north-northwest trending ridge, and both
deposits originated from an itabirite
precursor.
The ridge line likely forms part of an ancient
erosion surface, probably mid-tertiary in age,
which has been subjected to deep prolonged
tropical weathering.
Ouéléba hematite goethite mineralisation
consists mainly of friable hematite-goethite
material extending locally also to depths
greater than 400m below surface. Hematite
mineralisation at Pic de Fon consists mainly
of friable hematite material extending locally
to depths greater than 400m below surface.
Mineral Resources
The table on pages 292-293 sets out the
amount and grade, of Simandou’s Measured,
Indicated and Inferred Mineral Resources for
the year ended 31 December 2024. The 9%
increase in Measured and Indicated Mineral
Resources and 4% decrease in Inferred
Mineral Resources compared to the year
ended 31 December 2023 is primarily due to
updates to the Oueleba North model.
The Mineral Resources estimate is based on
the following assumptions:
Exclusive of Mineral Reserves – Mineral
Resources are reported exclusive of
Mineral Reserves.
Moisture – All Mineral Resources
tonnages are estimated and reported on
a dry basis.
Mineral Resources are estimated using
ordinary kriging.
The sample data preparation including
data capping is appropriate for use in
estimation of Mineral Resources.
The pit optimisation used to determine
the resources that have reasonable
prospects of economic extraction.
It is assumed that standard open pit load
and haul mining operations will be
applicable for the mining of Mineral
Resources. Processing will be through
crushing and blending.
Studies are currently in progress to
determine the viability of producing a
DSO dual product including Blast
Furnace (BF), and Direct Reduction (DR)
quality products from the operation over
the life of mine.
For more information regarding the material
assumptions for the Mineral Resources
estimates, see Section 11 of the Simandou
Technical Report Summary filed as exhibit
96.4 to the 2023 Form 20-F.
Annual Report on Form 20-F 2024
356
riotinto.com
Additional information  |  US Disclosure
Mineral Reserves
The table on pages 280-281 sets out the
amount, grade, price and metallurgical
recovery of Simandou‘s Proven and
Probable Mineral Reserves for the year
ended 31 December 2024. There is no
material change in total Mineral Reserves
compared to the year ended 31 December
2023.  The updated Mineral Reserves reflect
a classification change from Proven Mineral
Reserves to Probable Mineral Reserves due
to geotechnical parameters supporting
design being largely at pre-feasibility study
level.
The Mineral Reserves estimates for
Simandou are based on a Life of Mine plan
that has been developed in accordance with
SK-1300 and using industry accepted
strategic planning approaches which defined
the life of the mine at Ouéléba. Inferred
Mineral Resources have been treated as
waste. The final reserves plan is the outcome
of the application of appropriate modifying
factors in order to establish an economically
viable and operational mine plan. At Ouéléba
a variable cut-off grade strategy is applied to
develop the mine plan to separate the BF
and DR products within the iron ore
mineralisation. The Mineral Reserves
estimate only includes the Ouéléba deposit.
The Pic de Fon deposit will be the subject of
a feasibility study level investigation in the
future and more detail is provided in Table
1.2 of exhibit 96.4 to the 2023  Form 20-F.
Material assumptions in the estimation of
Mineral Reserves are:
The resource model reflects the continuity
and complexity of the deposit with the
confidence stated in the classification.
Mineral Reserves are reported as dry mill
feed tonnes.
Cut-off  grades for Direct Shipping Ore
(DSO) iron ore product. have been
applied within the life of mine final pit
design based upon Fe >=58%, Al2O3 +
SiO2 <= 8%, P <= 0.25%.
Commodity prices, operating and
capital costs.
Geology models contain tonnage
estimates on a dry in situ basis. The
estimated water content (moisture) for
each block model block is added.
Processing recovery estimates are
applied to ex-pit handling as 0.5% losses.
Uncertainties that affect the reliability or
confidence in the Mineral Reserves estimate
include but are not limited to:
Future macro-economic environment,
including metal prices and foreign
exchange rate.
Changes to operating cost assumptions,
including labour costs.
Ability to continue sourcing water.
Changes to mining, hydrological,
geotechnical parameters, and
assumptions.
Ability to maintain environmental and
social licence to operate.
For more information regarding the material
assumptions for the Mineral Reserves
estimates at Simandou, see Section 12 of
Simandou Technical Report Summary filed
as exhibit 96.4 to the 2023 Form 20-F.
Exploration
Exploration at Simandou is undertaken by
SimFer’s site resource evaluation team. The
current exploration strategy is focused on
developing a project pipeline prioritized in
areas that can extend current development.
Further drilling and updates to the Pic de Fon
Mineral Resourcea model will permit a
feasibility level study to assess the potential
conversion of the Mineral Resources in a
mineable extension of the current project.
Development of the known Mineral
Resources is a key objective of stakeholders
and over the life of mine, SimFer will
continue to progress its understanding of
these resources, and ultimately make
decisions on their development.
Additional information can be found in
Section 7 of the Simandou Technical Report
Summary filed as exhibit 96.4 to the 2023
Form 20-F.
Internal controls disclosure
pursuant to Item 1305 of
SK-1300 under Securities Act
of 1933
For a description of the internal controls that
Rio Tinto uses in its exploration and Mineral
Resources and Mineral Reservse estimation
efforts, quality control and quality assurance
programs, verification of analytical
procedures and a discussion of the risk
management related to these estimates, see
Mineral Resources and Mineral Reserves
Governance and Internal Controls on
page 300.
                                 
Annual Report on Form 20-F 2024
357
riotinto.com
Additional information
Financial calendar
2025
16
January
Fourth quarter 2024 operations review
30
January
Closing date for receipt of nominations for candidates other than those recommended by the Board to be elected as directors at the 2025
annual general meetings
19
February
Announcement of results for 2024
6
March
Rio Tinto plc and Rio Tinto Limited ordinary shares quoted “ex-dividend” for the 2024 final dividend
7
March
Rio Tinto plc ADRs quoted “ex-dividend” for the 2024 final dividend
7
March
Record date for the 2024 final dividend for Rio Tinto plc and Rio Tinto Limited ordinary shares and Rio Tinto plc ADRs
27
March
Final date for elections under the Rio Tinto plc and Rio Tinto Limited dividend reinvestment plans and under facilities for dividends to be
paid in alternative currency for the 2024 final dividend
3
April
Annual general meeting for Rio Tinto plc, UK
8
April
Dividend currency conversion date
16
April
First quarter 2025 operations review
17
April
Payment date for the 2024 final dividend to holders of ordinary shares and ADRs
1
May
Annual general meeting for Rio Tinto Limited, Australia
16
July
Second quarter operations review 2025
30
July
Announcement of half-year results for 2025
14
August
Rio Tinto plc and Rio Tinto Limited ordinary shares quoted “ex-dividend” for the 2025 interim dividend
15
August
Rio Tinto plc ADRs quoted “ex-dividend” for the 2025 interim dividend
15
August
Record date for the 2025 interim dividend for Rio Tinto plc and Rio Tinto Limited ordinary shares and Rio Tinto plc ADRs
4
September
Final date for elections under the Rio Tinto plc and Rio Tinto Limited dividend reinvestment plans and under facilities for dividends to be
paid in alternative currency for the 2025 interim dividend
16
September
Dividend currency conversion date
25
September
Payment date for the 2025 interim dividend to holders of ordinary shares and ADRs
16
October
Third quarter 2025 operations review
Cautionary statement about forward-looking statements
This report includes “forward-looking
statements” within the meaning of the Private
Securities Litigation Reform Act of 1995.
All statements other than statements of
historical facts included in this report,
including, without limitation, those regarding
Rio Tinto’s financial position, business
strategy, plans and objectives of
management for future operations (including
development plans and objectives relating to
Rio Tinto’s products, production forecasts,
and reserve and resource positions), are
forward-looking statements. The words
“intend”, “aim”, “project”, “anticipate”,
“estimate”, “plan”, “believes”, “expects”,
“may”, “should”, “will”, “target”, “set to” or
similar expressions, commonly identify such
forward-looking statements.
Such forward-looking statements involve
known and unknown risks, uncertainties and
other factors which may cause the actual
results, performance or achievements of
Rio Tinto, or industry results, to be materially
different from any future results, performance
or achievements expressed or implied by
such forward-looking statements. Such
forward-looking statements are based on
numerous assumptions regarding Rio Tinto’s
present and future business strategies and
the environment in which Rio Tinto will
operate in the future. Among the important
factors that could cause Rio Tinto’s actual
results, performance or achievements to
differ materially from those in the forward-
looking statements include, but are not
limited to:
an inability to live up to Rio Tinto’s values
and any resultant damage to its reputation;
the impacts of geopolitics on trade and
investment; the impacts of climate change
and the transition to a low-carbon future; an
inability to successfully execute and/or
realise value from acquisitions and
divestments; the level of new ore resources,
including the results of exploration programs
and/or acquisitions; disruption to strategic
partnerships that play a material role in
delivering growth, production, cash or market
positioning; damage to Rio Tinto’s
relationships with communities and
governments; an inability to attract and retain
requisite skilled people; declines in
commodity prices and adverse exchange
rate movements; an inability to raise
sufficient funds for capital investment;
inadequate estimates of ore resources and
reserves; delays or overruns of large and
complex projects; changes in tax regulation;
changes in environmental, social and
governance reporting standards; safety
incidents or major hazard events; cyber
breaches; physical impacts from climate
change; the impacts of water scarcity; natural
disasters; an inability to successfully manage
the closure, reclamation and rehabilitation of
sites; the impacts of civil unrest; breaches of
Rio Tinto’s policies, standards and
procedures, laws or regulations; trade
tensions between the world’s major
economies; increasing societal and investor
expectations, in particular with regard to
environmental, social and governance
considerations; the 
impacts of technological advancements; and
such other risks identified in Rio Tinto’s most
recent Annual Report and accounts in
Australia and the United Kingdom and the
most recent Annual Report on Form 20-F
filed with the SEC or Form 6-Ks furnished to,
or filed with, the SEC. Forward-looking
statements should, therefore, be construed
in light of such risk factors and undue
reliance should not be placed on forward-
looking statements. These forward-looking
statements speak only as of the date of this
report. Rio Tinto expressly disclaims any
obligation or undertaking (except as required
by applicable law, the UK Listing Rules, the
Disclosure Guidance and Transparency
Rules of the Financial Conduct Authority and
the Listing Rules of the Australian Securities
Exchange) to release publicly any updates or
revisions to any forward-looking statement
contained herein to reflect any change in
Rio Tinto’s expectations with regard thereto
or any change in events, conditions or
circumstances on which any such statement
is based.
Nothing in this report should be interpreted to
mean that future earnings per share of
Rio Tinto plc or Rio Tinto Limited will
necessarily match or exceed its historical
published earnings per share.
Annual Report on Form 20-F 2024
358
riotinto.com
Additional information
Contact details
Registered offices
Rio Tinto plc
6 St James’s Square
London
SW1Y 4AD
UK
Registered in England No. 719885
Telephone: +44 (0)20 7781 2000
Website: riotinto.com
Rio Tinto Limited
Level 43, 120 Collins Street
Melbourne 3000
Australia
ABN 96 004 458 404
Telephone: +61 3 9283 3333
Website: riotinto.com
Rio Tinto’s agent in the US is Cheree Finan,
who may be contacted at
Rio Tinto Services Inc.
80 State Street
Albany
NY 12207-2543
US
Shareholders
Please refer queries about shareholdings to
the investor centre of the respective registrar.
Rio Tinto plc
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
UK
Telephone:
+44 (0)800 435 021 (in the UK)
+44 (0)370 703 6364 (overseas)
Website: computershare.com
Holders of Rio Tinto American Depositary
Receipts (ADRs)
Please contact the ADR administrator if you
have any queries about your ADRs.
ADR administrator
J.P. Morgan Chase Bank N.A.
Shareowner Services
PO Box 64504
St. Paul
MN 55164-0504
US residents only, toll free general:
+1 (800) 990 1135
Telephone from outside the US:
+1 (651) 453 2128
US residents only, toll free Global invest
direct: +1 (800) 428 4237
Website: adr.com
Email: shareowneronline.com/informational/
contact-us/
Rio Tinto Limited
Computershare Investor Services Pty
Limited
GPO Box 2975
Melbourne
Victoria 3001
Australia
Telephone: +61 (0) 3 9415 4030
Australian residents only, toll free:
1800 813 292
New Zealand residents only, toll free:
0800 450 740
Website: computershare.com
Former Alcan Inc. shareholders
Computershare Investor Services Inc.
8th Floor
100 University Avenue
Toronto, ON
Canada
M5J 2Y1
Telephone: +1 (514) 982-7555
North American residents only,
toll free: +1 (800) 564-6253
Email: corporateactions@computershare.com
Website: computershare.com
Investor Centre
Investor Centre is Computershare’s free,
secure, self-service website, where
shareholders can manage their holdings
online. The website enables shareholders to:
View share balances
Change address details
View payment and tax information
Update payment instructions
In addition, shareholders who register their
email address can be notified electronically
of events such as annual general meetings,
and can receive shareholder
communications such as the Annual Report
or notice of meeting electronically.
Rio Tinto plc shareholders
Website: investorcentre.co.uk
Rio Tinto Limited shareholders
Website: www-au.computershare.com/
Investor
riotinto.com
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This report is printed on paper certified in accordance with the
FSC® (Forest Stewardship Council®) and is recyclable and
acid-free.
Pureprint Ltd is FSC certified and ISO 14001 certified showing
that it is committed to all round excellence and improving
environmental performance is an important part of this strategy.
Pureprint Ltd aims to reduce at source the effect its operations
have on the environment and is committed to continual
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Pureprint Ltd is a Carbon / Neutral® Printing Company.
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ITEM 19. EXHIBITS
Exhibits marked “*” have been filed as exhibits to this Annual report on Form 20-F and other exhibits have been incorporated by reference as indicated.
INDEX
Exhibit
Number
Description
1.1
1.2*
2.1*
3.1**DLC Merger Implementation Agreement, dated 3 November 1995 between CRA Limited and The RTZ Corporation PLC relating to the implementation of the DLC merger (incorporated by reference to Exhibit 2.1 of Rio Tinto plc's Annual report on Form 20-F for the financial year ended 31 December 1995, File No. 1‑10533)
3.2
3.3
3.4
4.1*
4.2*
8.1*
11.1*
12.1*
13.1*
15.1*
16.1*
17.1*
96.1
96.2
96.3
96.4
97.1
101*Interactive data files
*    Filed herewith
**    Paper filing in 1995



Signature
The Registrants hereby certify that they meet all of the requirements for filing on Form 20-F and that they have duly caused and authorised the undersigned to sign this Annual Report on their behalf.
Rio Tinto plcRio Tinto Limited
(Registrant)(Registrant)
/s/ Andy Hodges/s/ Tim Paine
Name: Andy HodgesName: Tim Paine
Title: Company SecretaryTitle: Company Secretary
Date: 20 February 2025Date: 20 February 2025


i Constitution of Rio Tinto Limited (ACN 004 458 404) (As adopted by special resolution passed on 24 May 2000 and amended by special resolutions passed on 18 April 2002, 29 April 2005, 27 April 2007, 24 April 2008, 20 April 2009, 7 May 2020 and 2 May 2024) Exhibit 1.2


 
Page (i) Table of Contents PRELIMINARY 2 1. The replaceable rules in the Corporations Act shall not apply to the Company. ....................................................................................... 2 2. Interpretation .................................................................................. 2 BUSINESS 10 3. [deleted October 2009] ................................................................ 10 CAPITAL 10 4. Share capital ................................................................................ 10 SHARES 11 5. Issue of shares with special rights ............................................ 11 5A DLC Dividend Share .................................................................... 11 6. Preference shares ........................................................................ 12 7. Separate Approvals of Class Rights Actions ............................ 13 8. Dividends on Special Voting Share and Equalisation Share ... 16 9. Obligation for calls ...................................................................... 17 10. Shares at the disposal of the Board ........................................... 17 11. Directors may participate ............................................................ 17 12. Power to pay commission and brokerage ................................. 17 13. Surrender of shares ..................................................................... 17 14. Joint holders ................................................................................ 17 15. Non-recognition of equitable interests, etc ............................... 18 MODIFICATION OF RIGHTS 18 16. How special rights may be varied .............................................. 18 SEALS 19 17. Seals and their use ...................................................................... 19 18. [deleted April 2009] ...................................................................... 19 19. [deleted April 2009] ...................................................................... 19 CERTIFICATES FOR SECURITIES 19 20. Uncertificated Holdings ............................................................... 19 21. Certificates ................................................................................... 19 22. [deleted April 2009] ...................................................................... 19 23. [deleted April 2009] ...................................................................... 19


 
Page ii 24. [deleted April 2009] ...................................................................... 19 25. [deleted April 2009] ...................................................................... 19 CALLS 19 26. Calls and notice of calls .............................................................. 19 27. When a call is made ..................................................................... 19 28. Interest on the late payment of calls .......................................... 20 29. Instalments ................................................................................... 20 30. Payment in advance of calls ....................................................... 20 31. Non-receipt of notice of call ........................................................ 20 TRANSFER AND TRANSMISSION OF SECURITIES 20 32. Form of transfer ........................................................................... 20 33. Effecting a transfer ...................................................................... 20 34. Instrument of transfer and certificate to be left at Office ......... 21 35. Board may refuse to register ...................................................... 21 36. Company to retain instrument of transfer ................................. 22 37. Closing Register .......................................................................... 22 38. Cancellation of old certificate ..................................................... 22 39. Transmission upon death ........................................................... 22 40. Transmission by operation of law .............................................. 23 41. Board may refuse registration of transmissions ...................... 23 FORFEITURE AND LIEN 23 42. Notice requiring payment of sums payable ............................... 23 43. Content of notice ......................................................................... 23 44. Forfeiture on non-compliance with notice ................................. 23 45. Notice of forfeiture ....................................................................... 24 46. Disposal of forfeited shares ........................................................ 24 47. Annulment of forfeiture ............................................................... 24 48. Liability notwithstanding forfeiture ............................................ 24 49. Company's lien or charge ........................................................... 24 50. Sale of shares to enforce lien ..................................................... 24 51. Title of shares forfeited or sold to enforce lien ......................... 25 INCREASE AND REDUCTION OF CAPITAL 26 52. Power to alter or reduce share capital ....................................... 26 53. Rights attached to subdivided shares ....................................... 26


 
Page iii 54. Board may give effect to alteration of share capital ................. 26 55. [deleted April 2009] ...................................................................... 26 56. [deleted April 2009] ...................................................................... 26 GENERAL MEETINGS 26 57. Annual general meetings ............................................................ 26 57A. Hybrid Meetings ........................................................................... 27 57B. Contemporaneous Parallel RTP General Meetings................... 28 58. Notice of general meeting ........................................................... 30 59. Omission to give and non-receipt of notice .............................. 31 PROCEEDINGS OF MEETINGS 31 60. Business of general meeting ...................................................... 31 61. Quorum ......................................................................................... 32 62. Adjournment in absence of quorum .......................................... 32 63. Chair.............................................................................................. 32 64. Acting Chair ................................................................................. 32 65. General conduct of meeting ....................................................... 33 66. Amendments to resolutions ....................................................... 33 67. Adjournment ................................................................................ 33 68. Voting ............................................................................................ 34 69. Declaration of vote on a show of hands .................................... 34 70. Demand for poll ........................................................................... 34 71. Taking a poll ................................................................................. 34 72. Continuance of business after demand for poll ........................ 35 73. Notice of adjournment ................................................................. 35 VOTES OF MEMBERS 35 74. Voting rights of members ........................................................... 35 75. Voting rights of personal representatives, etc. ......................... 37 76. How votes may be given ............................................................. 37 77. Appointment of proxies ............................................................... 37 78. Form and execution of instrument of proxy .............................. 38 79. Board to issue forms of proxy .................................................... 38 80. Attorneys of members ................................................................. 38 81. Validity of vote ............................................................................. 39 82. Rights of member indebted to Company in respect of other shares 39


 
Page iv DIRECTORS 39 83. Number of Directors .................................................................... 39 84. Share qualification of Directors .................................................. 39 85. Election or appointment of additional Director ......................... 39 86. Continuing Directors to act in certain circumstances .............. 40 87. Directors who are employees of the Company ......................... 40 88. Company Auditor may not act as Director ................................ 40 89. Directors' Remuneration ............................................................. 40 90. Other remuneration of directors ................................................. 41 91. [deleted April 2009] ...................................................................... 41 92. Travelling and other expenses ................................................... 41 93. Directors may contract with company ....................................... 41 94. Director may hold other office under the Company ................. 42 95. Directors may lend to the Company........................................... 42 ELECTION OF DIRECTORS 42 96. Retirement of Directors: .............................................................. 42 ALTERNATE DIRECTORS 44 97. Director may appoint Alternate Director .................................... 44 VACATION OF OFFICE OF DIRECTOR 45 98. Vacation of office by Director ..................................................... 45 PROCEEDINGS OF DIRECTORS 45 99. Procedures relating to Directors' meetings ............................... 45 100. Meetings by telephone or other means of communication ...... 46 101. Convening of meetings ............................................................... 46 102. Votes at meetings ........................................................................ 46 103. Chair.............................................................................................. 46 104. Powers of meetings ..................................................................... 46 105. Delegation of powers to Committees ......................................... 46 106. Proceedings of Committees ....................................................... 47 107. Validity of acts ............................................................................. 47 108. Resolution in writing ................................................................... 47 109. Directors includes Alternate Directors ...................................... 47 POWERS OF THE BOARD 47 110. General powers of the Board ...................................................... 47


 
Page v 111. Powers to give effect to Sharing Agreement ............................. 47 112. Board's power to borrow............................................................. 48 113. Power to authorise debenture holders, etc, to make calls ....... 48 114. Management of the affairs of the Company .............................. 48 EXECUTIVE OFFICERS 49 115. Powers of executive officers ...................................................... 49 116. Delegation to executive director ................................................ 49 MINUTES 50 117. Minutes ......................................................................................... 50 DIVIDENDS AND RESERVES 50 118. Declaration of dividend ............................................................... 50 118A. Waiver of dividend ....................................................................... 51 119. Reserve fund ................................................................................ 52 120. Investment of reserve funds: ...................................................... 52 121. Dividends ...................................................................................... 52 122. [deleted April 2009] ...................................................................... 53 123. Dividend Plans ............................................................................. 53 124. Transfer of shares ....................................................................... 54 125. Retention of dividends ................................................................ 54 126. Dividends on which the Company has a charge ....................... 54 127. How dividends are payable ......................................................... 54 128. Notice of dividend ........................................................................ 55 129. Unclaimed dividends ................................................................... 55 CAPITALISATION OF PROFITS 55 130. Power to capitalise profits .......................................................... 55 131. Employee Share Plan .................................................................. 56 132. Appropriation and application of amounts to be capitalised ... 56 NOTICES 56 133. Service of notices ........................................................................ 56 134. Member may notify Company of address for service ............... 56 135. Member not known at registered address ................................. 57 136. When notice deemed to be served ............................................. 57 137. Reckoning of period of notice .................................................... 57 138. Notice to transferor binds transferee ......................................... 57


 
Page vi 139. Service on deceased members .................................................. 58 140. Authentication of documents sent by electronic means .......... 58 PAYMENTS BY THE COMPANY 58 141. Payments by the Company ......................................................... 58 WINDING UP 59 142. Distribution in specie .................................................................. 59 143. Capital rights on a liquidation .................................................... 60 INDEMNITY 65 144. Indemnity of officers.................................................................... 65 145. Change of control ........................................................................ 67 146. Restricted securities.................................................................... 75 147. Unmarketable parcels.................................................................. 76


 
Page 1 Deletion of Memorandum of Association effective 1 October 2009


 
Page 2 Corporations Act Company Limited by Shares RULES of RIO TINTO LIMITED ACN 004 458 404 PRELIMINARY 1. The replaceable rules in the Corporations Act shall not apply to the Company. 2. Interpretation (a) In these Rules unless the context requires otherwise: (i) "Aggregate Publicly-held Ordinary Shares" means all of the Publicly-held Rio Tinto Limited Ordinary Shares and all of the Publicly-held Rio Tinto plc Ordinary Shares; (ii) "Alternate Director" means a person appointed from time to time as an Alternate Director in accordance with these Rules; (iii) "Applicable Regulation" means, in the case of the Company, applicable Australian laws and regulations (including listing rules) and, in the case of Rio Tinto plc, applicable English laws and regulations (including listing rules and guidelines with which companies listed on the London Stock Exchange customarily comply), in each case for the time being in force and taking account of all waivers or variations from time to time applicable (in particular situations or generally) to the Company or, as the case may be, Rio Tinto plc; (iv) "Associate" in relation to (A) any Interest in Rio Tinto plc shall mean any person acting in concert as defined by the City Code on Takeovers and Mergers; and (B) the Company is as defined for the purposes of Chapter 6 of the Corporations Act in Part 1.2 Division 2 of the Corporations Act; (v) "ASTC" means ASX Settlement Pty Ltd (ABN 49 008 504 532); (vi) "ASTC Settlement Rules" means the operating rules of ASTC or of any relevant organisation which is an alternative or successor to, or replacement of, ASTC or of any applicable CS facility licensee; (vii) "Auditor" means the auditor or auditors appointed by the Company from time to time; (viii) "Australian dollars" means the lawful currency from time to time of Australia; (viiiA) "Australian Securities Exchange" means ASX Limited (ABN 98 008 624 691) or any successor to that body;


 
Page 3 (ix) "Board" means the board of Directors of the Company (or a duly appointed committee of that board) from time to time; (x) "Board of Rio Tinto plc" means the board of directors of Rio Tinto plc (or a duly appointed committee of that board) from time to time; (xi) [deleted April 2009] (xii) [deleted April 2009] (xiii) "Business Day" when used in the definition of "Liquidation Exchange Rate" means a day on which banks are ordinarily open for business in both London and Melbourne, excluding Saturdays and Sundays but for all other purposes has the meaning ascribed to it in the Listing Rules; (xiv) "call" includes any instalment of a call and any amount due on allotment of any share; (xv) "capital" means share capital; (xvi) "Chair" includes an Acting Chair under Rule 64; (xvii) "Class Rights Action" means, in relation to the Company or Rio Tinto plc, any of the actions listed in Rule 7(a); (xviii) "Committee" means a Committee to which powers have been delegated by the Board pursuant to Rule 105; (xix) [deleted April 2009] (xx) "Companies Act Subsidiary" has the meaning ascribed to the term "subsidiary" in section 1159 of the Companies Act 2006 (UK) and when used in relation to a company means any such subsidiary of that company from time to time; (xxi) "the Company" means Rio Tinto Limited; (xxii) [deleted October 2009] (xxiii) “Corporations Act” means the Corporations Act 2001 (Cth) and the Corporations Regulations; (xxiv) "Corporations Act Subsidiary" has the meaning given to "subsidiary" in section 9 of the Corporations Act and when used in relation to a body corporate means any subsidiary of that body corporate from time to time; (xxv) "Deed Poll Guarantee" means the deed executed by the Company for the benefit of certain present and future creditors of Rio Tinto plc (as amended from time to time); (xxvi) "Deputy Chair" means a person appointed to the office of Deputy Chair in accordance with Rule 63; (xxvii) "Director" means a person appointed or elected from time to time to the office of Director of the Company in accordance with these Rules and includes any Alternate Director duly acting as a Director;


 
Page 4 (xxviii) “DLC Dividend Share” means the DLC Dividend Share issued in accordance with Rule 5A until it is cancelled, redeemed or otherwise ceases to exist or until it converts to an Ordinary Share in accordance with these Rules or the Corporations Act; (xxix) "Entrenching Provision" has the meaning ascribed to that term in Rule 7(e); (xxx) "Equalisation Fraction" means the Equalisation Ratio expressed as a fraction with the numerator being the number relating to the Ordinary Shares of the Company and the denominator being the number relating to the Rio Tinto plc Ordinary Shares; (xxxi) "Equalisation Ratio" means the ratio of the dividend, capital and voting rights per Ordinary Share to the dividend, capital and voting rights per Rio Tinto plc Ordinary Share as set out in the Sharing Agreement and as adjusted from time to time in accordance with the Sharing Agreement; (xxxii) "Equalisation Share" means the equalisation share in the Company; (xxxiii) "Excluded Rio Tinto plc Holder" means any person who is a Relevant Person (other than a Permitted Person) (both as defined in Article 64 of the Rio Tinto plc Articles) on whom a notice has been served under Article 64(E) of the Rio Tinto plc Articles or on whom a direction notice has been served under Article 63 of the Rio Tinto plc Articles which in either case has not been complied with to the satisfaction of the directors of Rio Tinto plc or withdrawn; (xxxiv) [deleted May 2020] (xxxv) "Joint Decision" means, in relation to a general meeting, a resolution put to the vote of the meeting on a Joint Decision Matter; (xxxvi) "Joint Decision Matter" means any of the following: (A) the appointment or removal of a Director of the Company and/or a director of Rio Tinto plc; (B) the receipt or adoption of the annual accounts of the Company and/or Rio Tinto plc (if shareholders are to be asked to vote on the receipt or adoption of such accounts); (C) a change of name by the Company and/or Rio Tinto plc; (D) any proposed acquisition or disposal and any proposed transaction with a substantial shareholder, director or other related party which (in any case) is required under Applicable Regulation to be authorised by shareholders; (E) the appointment or removal of the Auditors of the Company and/or the auditors of Rio Tinto plc; (F) the creation of a new class of shares (or securities convertible into, exchangeable for or granting rights to subscribe for or purchase shares of a new class) in the Company or Rio Tinto plc;


 
Page 5 (G) a change in the corporate status or reregistration of the Company or Rio Tinto plc; (H) a matter referred to in Clause 9.2 of the Sharing Agreement; and (I) any other matter which the Board and the Board of Rio Tinto plc each decide (generally or in a particular case) should be decided upon by Joint Decision; (xxxvii) [deleted April 2009] (xxxviii) "Limiting Restriction" has the meaning ascribed to it in Rule 2(b); (xxxix) "Liquidation Exchange Rate" means, as at any date, the closing mid-point spot Australian dollar-sterling exchange rate on the Business Day before such date (as published in the London Edition of the Financial Times, or such other point of reference as the Auditor and the liquidator of Rio Tinto plc (or, as the case may be, the Auditor of Rio Tinto plc and the liquidator of the Company or the liquidators of both the Company and Rio Tinto plc) may determine); (xl) "the Listing Rules" means the Listing Rules of the Australian Securities Exchange; (xli) "London Stock Exchange" means London Stock Exchange plc or any successor to that body; (xlii) "Market Value" for the purposes of Rule 7 means, (in the case of the Company) in respect of an issue of a relevant share or security, the weighted average sale price derived from the Australian Securities Exchange and (in the case of Rio Tinto plc) the middle market quotation derived from the London Stock Exchange Daily Official List in each case on the dealing day immediately preceding the date on which any such issue is publicly announced except that in the case of an allotment of Ordinary Shares by way of dividend it shall mean the weighted average sale price of an Ordinary Share derived from the Australian Securities Exchange over the five Business Days prior to the books closing date in respect of that dividend and in the case of an allotment of Rio Tinto plc Ordinary Shares pursuant to Article 128 of the Rio Tinto plc Articles it shall mean the value of a Rio Tinto plc Ordinary Share as defined in Article 128(D) of the Rio Tinto plc Articles; (xliii) "Matching Offers" means offers by way of rights either by both the Company and Rio Tinto plc to their respective holders of ordinary shares or by the Company on its own or by Rio Tinto plc on its own to both the holders of Ordinary Shares and the holders of Rio Tinto plc Ordinary Shares which, so far as is practicable, take place contemporaneously and which the Auditors have certified do not materially disadvantage a holder of an Ordinary Share in comparison with a holder of a Rio Tinto plc Ordinary Share and which the auditors of Rio Tinto plc have certified do not


 
Page 6 materially disadvantage a holder of a Rio Tinto plc Ordinary Share in comparison with a holder of an Ordinary Share; (xliv) "member" means a member of the Company in accordance with the Corporations Act; (xlv) "members present" (or a "member present") means members (or a member) present at a general meeting of the Company in person or by proxy, by attorney or, where the member is a body corporate, by representative whether in person, at a satellite place or by means of electronic facility or facilities (or a combination of these, as applicable); (xlvi) [deleted October 2009] (xlvii) "Office" means the registered office from time to time of the Company; (xlviii) "Ordinary Shares" means the ordinary shares in the Company on issue from time to time; (xlix) "person" and words importing persons shall include partnerships, associations and corporations, unincorporated and incorporated by Ordinance, Act of Parliament or registration as well as individuals; (l) "procedural resolution" comprises any resolution put to a general meeting which was not included in the notice of such meeting but nevertheless falls to be considered by that meeting; (li) "proper ASTC transfer" has the meaning given to that term in the Corporations Act; (lii) "Publicly-held Ordinary Shares" means, in relation to the Company, Publicly-held Rio Tinto Limited Ordinary Shares and, in relation to Rio Tinto plc, Publicly-held Rio Tinto plc Ordinary Shares; (liii) "Publicly-held Rio Tinto Limited Ordinary Shares" means Ordinary Shares the beneficial owners of which are not members of the Rio Tinto plc Group; (liv) "Publicly-held Rio Tinto plc Ordinary Shares" means Rio Tinto plc Ordinary Shares the beneficial owners of which are not members of the Rio Tinto Limited Group; (lv) [deleted April 2009] (lvi) [deleted April 2009] (lvii) "Register" means the Register of members of the Company to be kept pursuant to the Corporations Act; (lviii) "Rio Tinto Limited Entrenched Provision" has the meaning ascribed to that term in Rule 7(a)(vii); (lix) "Rio Tinto Limited Group" means the Company and its Corporations Act Subsidiaries from time to time and a member of the Rio Tinto Limited Group means any one of them;


 
Page 7 (lx) "RTL Shareholder SVC" means RTL Shareholder SVC Limited, a company incorporated in England with registered number 3115178, or such other company which replaces RTL Shareholder SVC Limited pursuant to the terms of the Rio Tinto Limited Shareholder Voting Agreement; (lxi) "Rio Tinto Limited Shareholder Voting Agreement" means the agreement entered into between RTL Shareholder SVC, The Law Debenture Trust Corporation p.l.c., Rio Tinto plc and the Company relating, amongst other things, to how the Rio Tinto plc Special Voting Share is to be voted (as amended from time to time); (lxii) "Rio Tinto plc" means Rio Tinto plc, a company incorporated in the United Kingdom with registered number 719885; (lxiii) "Rio Tinto plc Articles" means the Articles of Association of Rio Tinto plc as amended from time to time; (lxiv) "Rio Tinto plc Deed Poll Guarantee" means the deed executed by Rio Tinto plc for the benefit of certain present and future creditors of the Company (as amended from time to time); (lxv) "Rio Tinto plc Entrenched Provision" has the meaning ascribed to the term Rio Tinto Entrenched Provision in the Rio Tinto plc Articles; (lxvi) "Rio Tinto plc Equalisation Share" means the equalisation share of 10p in the capital of Rio Tinto plc the rights attaching to which are set out, inter alia, in Articles 3 and 60 of the Rio Tinto plc Articles; (lxvii) "Rio Tinto plc Group" means Rio Tinto plc and its Companies Act Subsidiaries from time to time and a member of the Rio Tinto plc Group means any of them; (lxviii) "Rio Tinto plc Ordinary Shares" means the ordinary shares of 10p each in Rio Tinto plc on issue from time to time; (lxix) "RTP Shareholder SVC" means RTP Shareholder SVC Pty Limited (ACN 070 481 908) a company incorporated in Victoria or such other company which replaces RTP Shareholder SVC Pty Limited pursuant to the terms of the Rio Tinto plc Shareholder Voting Agreement; (lxx) "Rio Tinto plc Shareholder Voting Agreement" means the agreement between the RTP Shareholder SVC, The Law Debenture Trust Corporation p.l.c., the Company, RTP Australian Holdings Limited and Rio Tinto plc relating, amongst other things, to how the Special Voting Share and the Ordinary Shares held by Tinto Holdings Australia Pty Limited (ACN 004 327 922) or beneficially owned by any other member of the Rio Tinto plc Group are to be voted (as amended from time to time); (lxxi) "Rio Tinto plc Special Voting Share" means the special voting share of 10p in Rio Tinto plc; (lxxii) [deleted April 2009]


 
Page 8 (lxxiii) [deleted April 2009] (lxxiv) [deleted April 2009] (lxxv) "Seal" means the common seal of the Company; (lxxvi) "Secretary" means a person appointed as Secretary of the Company and includes any person appointed to perform the duties of Secretary; (lxxvii) "securities" includes shares, rights to shares or stock, options to acquire shares and other securities with rights of conversion to equity and debentures, debenture stock, notes and other like obligations; (lxxviii) "Sharing Agreement" means the agreement entered into between the Company and Rio Tinto plc entitled "DLC Merger Sharing Agreement" (as amended from time to time); (lxxix) "special resolution" means a special resolution of the Company in accordance with the Corporations Act; (lxxx) "Special Voting Share" means the special voting share in the Company described in Rules 7, 8 and 74; (lxxxi) "sterling" means the lawful currency from time to time of the United Kingdom; (lxxxii) "these Rules" means these Rules as altered or added to from time to time and any reference to a Rule by number is a reference to the Rule of that number in these Rules; (lxxxiii) [deleted April 2009] (lxxxiv) "Uncertificated Securities Holding" means securities of the Company which under the Corporations Act, the Listing Rules or any Uncertificated Transfer System may be held in uncertificated form; (lxxxv) "Uncertificated Transfer System" means any system operated under the Corporations Act, the Listing Rules or the ASTC Settlement Rules which regulates the transfer or registration of, or the settlement of transactions affecting, securities of the Company in uncertificated form and includes CHESS (as defined in the ASTC Settlement Rules) as it applies to securities in certificated and uncertificated form; (lxxxvi) “wholly owned subsidiary”, in relation to a body corporate, means a body corporate none of whose members is a person other than the first mentioned body corporate, a wholly owned subsidiary of the first mentioned body corporate or a nominee of the first mentioned body corporate or its wholly owned subsidiary; (lxxxvii) "writing" and "written" includes printing, typing, lithography and other modes of reproducing words in a visible form including, without limitation, any representation of words in a physical document or in an electronic communication or form or otherwise.


 
Page 9 (b) A reference to "Limiting Restriction" refers to the limit (if any) on offers for cash (otherwise than pro-rata by way of rights to existing holders of Ordinary Shares or holders of Rio Tinto plc Ordinary Shares) of shares or other securities existing under restrictions for the time being applicable to the Company or Rio Tinto plc under Applicable Regulation, and for the purpose of ascertaining the most Limiting Restriction at any time in any situation: (i) a restriction applicable to the Company shall be treated as also applicable to Rio Tinto plc (converting the restrictions, expressed in terms of a number of shares in the Company, into a number of Rio Tinto plc shares by application of the Equalisation Ratio), and vice versa in relation to a restriction applicable to Rio Tinto plc; (ii) a restriction expressed in terms of a nominal amount of Rio Tinto plc's equity share capital shall be treated as if it related to the number of Rio Tinto plc Ordinary Shares represented by that nominal amount and then converted into a number of Ordinary Shares by application of the Equalisation Ratio and any restriction in relation to the Company shall be similarly treated; (iii) a restriction (when expressed as a number of Ordinary Shares or Rio Tinto plc Ordinary Shares) that, under Applicable Regulation, has been derived by application of a percentage to a number or nominal amount of Ordinary Shares and/or number or nominal amount of Rio Tinto plc Ordinary Shares rather than to the number of the Aggregate Publicly-held Ordinary Shares (taking into account the application of the Equalisation Ratio as described in paragraphs (i) and (ii) above) shall be adjusted to the number that would have been derived from the application of such percentage to the number of the Aggregate Publicly-held Ordinary Shares (after so taking into account the application of the Equalisation Ratio); and (iv) any restriction under Applicable Regulation which comes into force in relation to either the Company or Rio Tinto plc after the date of the Sharing Agreement which does not fall within (i), (ii) or (iii) above shall be applied to the Aggregate Publicly-held Ordinary Shares in the way in which the Board and the Board of Rio Tinto plc agree best reflects the rationale underlying paragraphs (i), (ii) and (iii) above. (c) Any reference to an "equivalent resolution" considered by holders of Publicly-held Rio Tinto plc Ordinary Shares means the resolution considered at the most nearly contemporaneous general meeting of Rio Tinto plc which bears a close relationship to the relevant resolution being considered at a general meeting of the Company. For example, but without limitation, a resolution to appoint or remove an individual as a director of Rio Tinto plc, to appoint or remove the auditors of Rio Tinto plc or to receive and adopt the accounts of Rio Tinto plc would, if no resolution considering such matters in relation to the Company were put to the Rio Tinto plc general meeting, be the "equivalent resolution" to a resolution relating to the appointment or removal of the same individual as a Director of the Company,


 
Page 10 the appointment or removal of the same international firm of auditors as the Auditors or the receipt or adoption of the Company's accounts as the case may be. (d) References to offers by way of rights include offers which are subject to such exclusions or other arrangements as the Board or (where relevant) the Board of Rio Tinto plc may deem necessary or expedient in relation to fractional entitlements or legal or practical problems under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory. (e) A reference to the Corporations Act or any other statute or regulations or to the City Code on Takeovers and Mergers is a reference to it as in force from time to time, including any modification or substitution of it, and a regulation or statutory instrument issued under it unless the context otherwise requires. (f) A reference to the Listing Rules or to the ASTC Settlement Rules is to the Listing Rules or to the ASTC Settlement Rules (as the case may be) as are in force from time to time in relation to the Company after taking into account any waiver or exemption which is in force either generally or in relation to the Company. (g) Unless otherwise defined in these Rules, words which are given a special meaning by the Corporations Act have the same meaning in these Rules. (h) Except where the contrary intention appears, words in the singular include the plural and vice versa. (i) Except where the contrary intention appears, words importing one gender include any other gender. (j) The references to notices in Rules 133 to 140 (both inclusive) include not only formal notices of meeting but also all documents and other communications from the Company to the members but do not include cheques. (k) A special resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under any provision of these Rules. (l) The headings and sidenotes do not affect the construction of these Rules. BUSINESS 3. [deleted October 2009] CAPITAL 4. Share capital The share capital of the Company may, without limitation, be divided into ordinary shares, one Special Voting Share, one Equalisation Share and one DLC Dividend Share.


 
Page 11 SHARES 5. Issue of shares with special rights Without prejudice to any special rights previously conferred on the holders of existing shares and subject to Rule 7, any shares in the capital of the Company (whether forming part of the original capital or not) may be issued with preferred, deferred or other special rights or restrictions, whether in regard to dividends, voting, return of share capital, payment of calls or otherwise, as the Board may from time to time determine provided that the rights attaching to shares of a class other than Ordinary Shares shall be expressed at the date of issue. 5A DLC Dividend Share Without limiting Rule 5, but notwithstanding anything else in this Constitution, the Board may issue a share (a “DLC Dividend Share”) in the capital of the Company to Rio Tinto plc or a wholly owned subsidiary of Rio Tinto plc on the following terms: (i) the DLC Dividend Share does not confer on its holder any right: (A) to vote or to attend or be heard at any general meeting; (B) to redemption or, in a winding-up, to repayment of capital; or (C) subject to Rule 5A(a)(ii), to participate in assets or profits of the Company; or (D) to receive notices, reports, profit and loss accounts or balance sheets; (ii) the holder of the DLC Dividend Share shall not be entitled to receive a dividend on the share unless and until the following conditions have been satisfied: (A) the Board in its absolute discretion resolves to pay the dividend on the DLC Dividend Share; (B) the legal and beneficial owner of the DLC Dividend Share at the time of declaration and payment of the dividend is Rio Tinto plc or a wholly owned subsidiary of Rio Tinto plc; (C) in the case of the first dividend to be paid on the DLC Dividend Share, there has been at least one dividend paid on Ordinary Shares since the date of issue of the DLC Dividend Share; (D) in the case of subsequent dividends paid on the DLC Dividend Share, there has been at least one dividend paid on Ordinary Shares since the date of payment of the last dividend on the DLC Dividend Share; and (E) in the Company’s financial year in which the dividend is to be paid, at least one dividend has been paid on Ordinary Shares,


 
Page 12 (iii) upon the earlier of: (A) the registration of any transfer of the DLC Dividend Share ; and (B) a person becoming the beneficial owner of the DLC Dividend Share, in each case other than as a result of the distribution of the DLC Dividend on the winding up of the holder of the DLC Dividend Share, the DLC Dividend Share will convert to an Ordinary Share, and the Board may, at its absolute discretion, issue such a DLC Dividend Share from time to time provided that, at any one time, there is only one DLC Dividend Share in the capital of the Company on issue; and (iv) the Company may convert the DLC Dividend Share into an Ordinary Share at any time by giving notice in writing to the holder thereof. 6. Preference shares If the Company at any time proposes to create and issue any preference shares: (a) the preference shares may be issued on the terms that they are, or at the option of the Company or the holder are, liable to be redeemed whether out of profits or otherwise; (b) the preference shares confer on the holders the right to convert the preference shares into Ordinary Shares if and on the basis the Board determines at the time of issue of the preference shares; (c) (i) the preference shares confer on the holders a right to receive out of the profits of the Company available for dividend a preferential dividend on the basis determined by the Board at the time of issue of the preference shares; (ii) in addition to the preferential dividend, the preference shares may participate with the Ordinary Shares in dividends declared by the Board if and to the extent the Board determines at the time of issue of the preference shares; and (iii) the preferential dividend may be cumulative if and to the extent the Board determines at the time of issue of the preference shares; (d) the preference shares are to confer on the holders: (i) the right on redemption and in a winding up to payment in cash in priority to any other class of shares of: (A) the amount paid or agreed to be considered as paid on each share; and (B) the amount (if any) equal to the aggregate of any dividend accrued (whether declared or not) but unpaid and of any arrears of dividends; and


 
Page 13 (ii) the right, in priority to any payment of dividend on any other class of shares, to the preferential dividend; (e) the preference shares do not confer on the holders any further rights to participate in assets or profits of the Company; (f) the holders of the preference shares have the same rights as the holders of Ordinary Shares to receive notices, reports, profit and loss accounts and balance sheets and to attend and be heard at all general meetings, but are not to have the right to vote at general meetings except as follows: (i) on any question considered at a general meeting if, at the date of the meeting, the dividend on the preference shares is in arrears; (ii) on a proposal: (A) to reduce the share capital of the Company; (B) that affects rights attached to the preference shares; (C) to wind up the Company; (D) for the disposal of the whole of the property, business and undertaking of the Company; (iii) on a resolution to approve the terms of a buy-back agreement; and (iv) on any question during the winding up of the Company; and (g) the Company may issue further preference shares ranking pari passu in all respects with (but not in priority to) other preference shares already issued and the rights of the issued preference shares are not to be deemed to have been varied by the further issue. 7. Separate Approvals of Class Rights Actions (a) The following matters shall constitute Class Rights Actions if undertaken by either the Company or Rio Tinto plc: (i) the offer to the holders of its existing ordinary shares generally of shares or other securities for subscription or purchase: (A) by way of rights (otherwise than by Matching Offers), where the proposed offer (when aggregated with (1) any previous offers by either the Company or Rio Tinto plc of shares or other securities for cash by way of rights or otherwise, but not under Matching Offers, (2) any sales, other than intra Rio Tinto plc Group sales, by a member of the Rio Tinto plc Group of Ordinary Shares, and (3) any sales, other than intra Rio Tinto Limited Group sales, by a member of the Rio Tinto Limited Group of Rio Tinto plc Ordinary Shares, in each case in the relevant period) exceeds the then most Limiting Restriction that for the time being would be applicable were shares or other securities of the relevant description proposed to be offered in fact offered for cash otherwise than pro-


 
Page 14 rata by way of rights to existing shareholders of the relevant class either by the Company or by Rio Tinto plc; or (B) otherwise than by way of rights, at below Market Value; (ii) the reduction or, if permitted by law, redemption of the company's ordinary share capital by way of a capital repayment to holders of its ordinary shares or a cancellation of unpaid ordinary share capital; (iii) the purchase by the company of its own ordinary shares (except for such a purchase at, around or below prevailing market prices for those shares where the purchase occurs in accordance with Applicable Regulation); (iv) the voluntary liquidation of the company; (v) an adjustment to the Equalisation Ratio otherwise than in accordance with paragraph 5 of Schedule 2 to the Sharing Agreement; (vi) the amendment to the terms of, or termination of, the Sharing Agreement, the Rio Tinto Limited Shareholder Voting Agreement or the Rio Tinto plc Shareholder Voting Agreement other than, in the case of the Rio Tinto Limited Shareholder Voting Agreement or the Rio Tinto plc Shareholder Voting Agreement, to conform such agreement with the terms of the Sharing Agreement or in any case, by way of formal or technical amendment which is not materially prejudicial to the interests of the shareholders of the Company or Rio Tinto plc or is necessary to correct any inconsistency or manifest error or is by way of an amendment agreed between the Company and Rio Tinto plc pursuant to Clause 17.6 of the Sharing Agreement or the equivalent provision of any such document; (vii) any amendment to, or removal of, or the alteration of the effect of (which for the avoidance of doubt shall be taken to include the ratification of any breach of), all or any of the following (each of which is a Rio Tinto Limited Entrenched Provision): (A) [deleted October 2009] (B) the definitions in Rule 2(a) of "Aggregate Publicly-held Ordinary Shares", "Applicable Regulation", "Associate", "Australian dollars", "Board of Rio Tinto plc", "Class Rights Action", "Companies Act Subsidiary", "Corporations Act Subsidiary", "Rio Tinto Limited Entrenched Provision", "Rio Tinto Limited Group", "RTL Shareholder SVC", "Rio Tinto Limited Shareholder Voting Agreement", "Deed Poll Guarantee", "Entrenching Provision", "Equalisation Fraction", "Equalisation Ratio", "Equalisation Share", "Excluded Rio Tinto plc Holder", "Joint Decision", "Joint Decision Matter", "Limiting Restriction", "Liquidation Exchange Rate", "Market Value", "Matching Offers", "Ordinary Shares", "procedural resolution", "Publicly-held Rio Tinto Limited Ordinary Shares", "Publicly-held Ordinary Shares", "Publicly-held Rio Tinto plc Ordinary Shares", "Rio Tinto plc", "Rio Tinto plc Articles", "Rio Tinto


 
Page 15 plc Equalisation Share", "Rio Tinto plc Deed Poll Guarantee", "Rio Tinto plc Entrenched Provision", "Rio Tinto plc Group", "Rio Tinto plc Ordinary Shares", "Rio Tinto plc Special Voting Share", "RTP Shareholder SVC", "Rio Tinto plc Shareholder Voting Agreement", "Sharing Agreement", "Special Voting Share", and "sterling"; (C) this Rule 7 (class rights actions); (D) Rule 8 (dividends on Special Voting Share and Equalisation Share); (E) Rule 16 (variation of class rights); (F) Rule 35(c) (Refusal to register transfer of Special Voting Share and Equalisation Share); (G) Rule 66 (amendments to resolutions); (H) Rule 70 (demand for poll); (I) Rule 71 (taking a poll); (J) Rule 74 (voting rights of members); (K) Rule 77 (appointment of proxies); (L) Rule 85 (election or appointment of additional Director); (M) Rule 96(a), (b), (c) the proviso in brackets in (d), (e)(ii), (g) and (h) (retirement and nomination of Directors); (N) Rule 97(a), second sentence only (Alternate Directors); (O) Rule 98(f) (vacation of office of Directors if ceasing to be a Rio Tinto plc director); (P) Rule 108 (resolution of Directors in writing); (Q) Rule 111 (giving effect to Sharing Agreement); (R) Rule 143 (capital rights on a liquidation); and (S) Rule 145 (change of control); (viii) any amendment to, or removal of, or alteration of the effect of (which for the avoidance of doubt shall be taken to include the ratification of any breach of), any Rio Tinto plc Entrenched Provision; and (ix) the doing of anything which the Board and the Board of Rio Tinto plc each decide (either in a particular case or generally) should be treated as a Class Rights Action. (b) Any Class Rights Action by the Company (apart from those specified in sub- paragraph (vii) of paragraph (a) of this Rule) shall be deemed to be a variation of the rights of the Special Voting Share and shall accordingly be effective only with the consent in writing of the holder of the Special Voting Share and without such consent shall not be done or caused or permitted to be done.


 
Page 16 (c) Any Class Rights Action by the Company comprising or including an amendment to any Rio Tinto Limited Entrenched Provision shall be effective only with the approval of a special resolution on which the holder of the Special Voting Share shall be entitled to vote but only in accordance with Rule 74(c)(i) and the Rio Tinto plc Shareholder Voting Agreement. (d) Without limiting paragraph (c), a special resolution altering or amending any Rio Tinto Limited Entrenched Provision does not have any effect unless and until the holder of the Special Voting Share has consented in writing to the alteration or amendment. A reference in this Rule to a special resolution altering or amending any Rio Tinto Limited Entrenched Provision includes a reference to any resolution of any type which has the effect of altering, adding to, or omitting any Rio Tinto Limited Entrenched Provision or any other effect which is equivalent or substantially similar to that effect (which for the avoidance of doubt shall be taken to include ratification of any breach of any such Rio Tinto Limited Entrenched Provision). (e) A special resolution altering or amending Rule 111 or paragraph (d) or this paragraph (e) of this Rule 7 (each an "Entrenching Provision") does not have any effect unless and until the holder of the Special Voting Share has consented in writing to the alteration or amendment. A reference in this paragraph to a special resolution altering or amending an Entrenching Provision includes a reference to any resolution of any type which has the effect of altering, adding to or omitting the Entrenching Provision or any other effect which is equivalent or substantially similar to that effect (which for the avoidance of doubt shall be taken to include ratification of any breach of any such Entrenching Provision). (f) Any other Class Rights Action by the Company shall (in addition to the consent required under paragraph (b) of this Rule) be effective only with such approval of the shareholders of the Company (apart from the holder of the Special Voting Share) as is required by Applicable Regulation and the Sharing Agreement. 8. Dividends on Special Voting Share and Equalisation Share (a) The Special Voting Share does not entitle its holder to any dividends. (b) Subject to the special rights attached to any preference shares having a preferred right to participate as regards dividends up to but not beyond a specified amount in a distribution (but in priority to the payment of any dividends on other classes of share), the Equalisation Share shall carry such dividends as are declared or paid on the Equalisation Share in accordance with Schedule 1 and Schedule 2 to the Sharing Agreement. (c) Subject to the special rights for the time being attached to other classes of share, the profits of the Company available for distribution and resolved to be distributed shall subject to the Corporations Act be distributed by way of dividend among the holders of Ordinary Shares.


 
Page 17 9. Obligation for calls Without limiting the generality of Rule 5, the Board may make arrangements on the issue of shares for a difference between the holders of those shares in the amount of calls to be paid and the time of payment of those calls. 10. Shares at the disposal of the Board Except as provided by contract or these Rules to the contrary, the Board may issue and allot shares, grant options over or otherwise dispose of shares on the terms and conditions and for the consideration and for or at the time it thinks fit. 11. Directors may participate Any Director or any person who is an associate of a Director for the purposes of the Listing Rules may participate in any issue by the Company of shares, rights to shares or options to acquire shares or other securities unless the Director is precluded from participating by the Listing Rules. 12. Power to pay commission and brokerage The Company may at any time pay a commission to any person in consideration of that person subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares in the Company or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any shares in the Company. The commission may be paid or satisfied in cash or in shares, debentures or debenture stock of the Company or otherwise. The Company may in addition to or instead of commission pay any brokerage permitted by law. 13. Surrender of shares The Board may, in its discretion, accept a surrender of shares by way of compromise of any question as to whether or not those shares have been validly issued or in any other case where the surrender is within the powers of the Company. Any shares surrendered may be sold or re-issued in the same manner as forfeited shares. 14. Joint holders Where two or more persons are registered as the holders of any shares, they shall be deemed to hold the shares as joint tenants with benefits of survivorship subject to the following provisions: Number of Holders: (a) the Company is not bound to register more than four persons as the holders of the shares unless otherwise required by law (except in the case of trustees executors or administrators of a deceased shareholder); Liability for payments: (b) the joint holders of the shares shall be liable severally as well as jointly in respect of all payments which ought to be made in respect of the shares; Death of joint holder: (c) on the death of any one of the joint holders, the survivor or survivors shall be the only persons recognised by the Company as having any title to the shares but the


 
Page 18 Board may require evidence of death and the estate of the deceased joint holder is not released from any liability in respect of the shares; Power to give receipt: (d) any one of the joint holders may give a receipt for any dividend, bonus or return of capital payable to the joint holders; Notices to joint holders: (e) only the person whose name stands first in the Register as one of the joint holders of the shares shall be entitled, if the Company is required by the Corporations Act or the Listing Rules to issue certificates for shares, to delivery of a certificate relating to the shares or to receive notices from the Company and any notice given to that person shall be deemed notice to all the joint holders; and Votes of joint holders: (f) any one of the joint holders may vote at any meeting of the Company either personally (including by duly authorised representative, attorney or, where permitted under these Rules, by direct vote) or by proxy, in respect of the shares as if that joint holder was solely entitled to the shares. If more than one of the joint holders are present at any meeting personally or by proxy or attorney, the joint holder who is present whose name stands first in the Register in respect of the shares shall alone be entitled to vote in respect of the shares. 15. Non-recognition of equitable interests, etc Except as otherwise provided in these Rules, the Company shall be entitled to treat the registered holder of any share as the absolute owner of the share and accordingly shall not, except as ordered by a Court of competent jurisdiction or as required by statute, be bound to recognise (even when having notice) any equitable or other claim to or interest in the share on the part of any other person. MODIFICATION OF RIGHTS 16. How special rights may be varied Subject to Rule 7, whenever the capital of the Company is divided into different classes of shares, all or any of the rights and privileges attached to any class may be varied or abrogated by a special resolution approving the proposed variation or abrogation passed at a special meeting of the holders of the issued shares of the class affected by a majority of not less than three-fourths of the holders present and voting either in person or by representative proxy or attorney or (if a quorum is not present at the special meeting or if the resolution is not passed by the necessary majority) by consent in writing signed by the holders of at least three-fourths of the issued shares of the class within two calendar months from the date of the special meeting. All the provisions in these Rules as to general meetings shall apply to the special meeting.


 
Page 19 SEALS 17. Seals and their use The Company may have a common seal and a duplicate common seal which are to be used by the Company as determined by the Board. 18. [deleted April 2009] 19. [deleted April 2009] CERTIFICATES FOR SECURITIES 20. Uncertificated Holdings If and for so long as dealings in securities of the Company take place under an Uncertificated Transfer System: (a) the Company need not issue any certificate in respect of securities held as an Uncertificated Securities Holding; and (b) the Register may distinguish between shares or other securities held in certificated form and securities held as an Uncertificated Securities Holding. 21. Certificates Directors may determine to issue certificates for securities of the Company and to cancel any certificates on issue and to replace lost, destroyed or defaced certificates on issue on the basis and in the form they determine from time to time. 22. [deleted April 2009] 23. [deleted April 2009] 24. [deleted April 2009] 25. [deleted April 2009] CALLS 26. Calls and notice of calls Subject to the terms upon which any shares may have been issued, the Board may, from time to time, makes calls as it thinks fit upon the members in respect of all moneys unpaid on their shares. Each member shall be liable to pay the amount of each call in the manner specified and at the time and place appointed by the Board. Calls may be made payable by instalments. 27. When a call is made A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed. Subject to the Listing Rules, the call may be revoked at the discretion of the Board at any time prior to the date on which payment in respect of any call is due.


 
Page 20 28. Interest on the late payment of calls If any sum (or part of any sum) payable in respect of a call is not paid on or before the date appointed for payment, the member from whom the sum is due shall pay interest on the unpaid amount from the due date to the date of payment at the rate the Board from time to time determines. The Board may waive the whole or part of any interest paid or payable under this Rule. 29. Instalments If, by the terms of an issue of shares, any amount is payable in respect of any shares by instalments, every instalment shall be payable as if it were a call duly made by the Board of which due notice had been given, and all provisions of these Rules with respect to the payment of calls and of interest or to the forfeiture of shares for non-payment of calls or with respect to liens or charges shall apply to the instalment and to the shares in respect of which it is payable. 30. Payment in advance of calls The Board may, if it thinks fit, receive from any member all or any part of the moneys unpaid on all or any of the shares held by that member beyond the sums actually called up and then due and payable either as a loan repayable or as a payment in advance of calls. If it so elects the Company may pay interest on the moneys advanced at the rate and on the terms agreed by the Board and the member paying the sum in advance. 31. Non-receipt of notice of call The non-receipt of a notice of any call by, or the accidental omission to give notice of any call to, any member shall not invalidate the call. TRANSFER AND TRANSMISSION OF SECURITIES 32. Form of transfer No transfer of any securities shall be registered unless: (a) a proper instrument of transfer, in writing in the usual or common form or in any form the Board may from time to time prescribe or in a particular case accept, duly stamped (if necessary), is delivered to the Company; (b) the transfer is a proper ASTC transfer, which is to be in the form required or permitted by the Corporations Act or the ASTC Settlement Rules; or (c) the transfer has been effected by any other electronic system in which the Company participates in accordance with the rules of that system. 33. Effecting a transfer (a) If required by the Corporations Act, the Listing Rules or the Board, an instrument of transfer shall be signed by or on behalf of the transferor and the transferee. Except in the case of a proper ASTC transfer, the transferor shall be deemed to remain the holder of the securities transferred until the name of the transferee is entered in the Register. A proper ASTC transfer is taken to be recorded in the


 
Page 21 Register, and the name of the transferee to be registered as the holder of the securities comprised in the proper ASTC transfer, at the time provided for in the ASTC Settlement Rules. (b) The Board may take any action it determines to comply with the ASTC Settlement Rules and may request the ASTC to apply a holding lock to prevent the transfer of securities the subject of the ASTC Settlement Rules. (c) The Company may do anything necessary or desirable to facilitate participation by the Company in any Uncertificated Transfer System or in any other uncertificated transfer system in which the Company participates. (d) Subject to law, a shareholder may be charged a transfer fee by a third party service provider in connection with the transfer or registration of, or the settlement of transactions affecting, securities of the Company. 34. Instrument of transfer and certificate to be left at Office Every instrument of transfer shall be left for registration at the Office or any other place the Board determines from time to time. The instrument of transfer shall be accompanied by the certificate (if any) for the securities to be transferred and any other evidence which the Board may require to prove the title of the transferor, the transferor's right to transfer the securities, due execution of the transfer or due compliance with the provisions of any law relating to stamp duty. The Board may waive the production of the certificate (if any) in any case which it considers appropriate. The preceding requirements of this Rule do not apply in respect of a proper ASTC transfer. 35. Board may refuse to register (a) Subject to the Corporations Act, the Listing Rules and the ASTC Settlement Rules, the Board may refuse to register any transfer of securities: (i) if the Company has a lien on the securities in accordance with the Listing Rules; (ii) where it is permitted to do so by the Listing Rules; (iii) [deleted April 2009] (iv) where it is required to do so pursuant to a court order; or (v) if the registration of the transfer would result in a contravention of, or failure to observe the provisions of, any applicable law or the Listing Rules. Notice of refusal of transfer (b) Notwithstanding the preceding paragraph, the Board may not refuse to register any proper ASTC transfer except as permitted by the Corporations Act, the Listing Rules or the ASTC Settlement Rules. Subject to the Corporations Act and the Listing Rules, the decision of the Board relating to the registration of a transfer is absolute. If the Board refuses to register a transfer, the Board shall give the lodging party written notice of the refusal and the reasons for the refusal within the maximum period permitted by the Listing Rules. Failure to give notice of refusal to


 
Page 22 register any transfer as may be required under the Corporations Act or the Listing Rules does not invalidate the decision of the Board. (c) The Board shall refuse to register any transfer of: (i) the Special Voting Share unless the transfer is to a new RTP Shareholder SVC in accordance with the terms of the Rio Tinto plc Shareholder Voting Agreement; or (ii) the Equalisation Share unless the transfer is to a member of the Rio Tinto plc Group or a trustee for the benefit of a member or members of the Rio Tinto plc Group. (d) The decision of the Board relating to the registration of such a transfer shall be absolute. 36. Company to retain instrument of transfer Every instrument of transfer which is registered shall, for any period determined by the Board, be retained by the Company after which, the Company may destroy it provided that any instrument of transfer which the Board refuses to register shall (except in the case of fraud) be returned on demand to the person depositing it or to the transferee provided the demand is made within twelve calendar months after the giving of notice by the Company of its refusal to register the instrument of transfer. The preceding requirements of this Rule do not apply in respect of a proper ASTC transfer. 37. Closing Register Subject to the Corporations Act, the Listing Rules and the ASTC Settlement Rules, the transfer books and the Register may be closed during such time as the Board thinks fit and the Board may specify a time by reference to which the entitlement of persons to vote at any general meeting of the Company is to be determined. 38. Cancellation of old certificate Subject to Rule 34, and to the Corporations Act, the Listing Rules and the ASTC Settlement Rules, on every application to register the transfer of any shares or to register any person as a member in respect of any shares transmitted to that person by operation of law or otherwise, the certificate (if any) specifying the shares in respect of which registration is required shall be delivered up to the Company for cancellation and upon registration the certificate is considered to be cancelled. 39. Transmission upon death (a) Where a member dies: (i) the legal personal representatives of the deceased, where the member was a sole holder or a joint holder holding as a tenant in common; and (ii) the survivor or survivors, where the member was a joint holder, are the only persons recognised by the Company as having any title to the member's interest in the securities of the Company (as the case may be).


 
Page 23 (b) Subject to the Corporations Act, the Board may require evidence of a member's death as it determines. (c) This Rule does not release the estate of a deceased joint holder from any liability in respect of any security that had been jointly held by the holder with other persons. 40. Transmission by operation of law Subject to the Corporations Act, the Listing Rules and the ASTC Settlement Rules, a person to whom the right to any shares has devolved by will or by operation of law, upon producing the certificate for shares (if any) and any other evidence the Board may require of title or that the person sustains the character in respect of which the person proposes to act under this Rule, may be registered as a member in respect of the shares or may (subject to the provisions in these Rules relating to transfers) transfer the shares. 41. Board may refuse registration of transmissions The Board shall have the same right to refuse to register a person entitled by transmission to any shares or the person's nominee as if the person or the person's nominee were the transferee named in an ordinary transfer presented for registration. FORFEITURE AND LIEN 42. Notice requiring payment of sums payable If any member fails to pay any sum payable on or in respect of any shares, either for allotment money, calls or instalments, on or before the day appointed for payment, the Board may, at any time after the day specified for payment whilst any part of the sum remains unpaid, serve a notice on the member requiring that member to pay the sum or so much of the sum as remains unpaid together with interest accrued and all expenses incurred by the Company by reason of the non-payment. 43. Content of notice The notice shall name a day on or before which the sum, interest and expenses (if any) are to be paid and the place or places where payment is to be made. The notice shall also state that, in the event of non-payment at or before the time and at the place appointed, the shares in respect of which the sum is payable will be liable to be forfeited, and such other information as required by the Corporations Act, the Listing Rules and ASTC Settlement Rules. 44. Forfeiture on non-compliance with notice If there is non-compliance with the requirements of any notice given pursuant to Rule 42, any shares in respect of which notice has been given may, at any time after the day specified in the notice for payment whilst any part of allotment moneys, calls, instalments, interest and expenses (if any) remains unpaid, be forfeited by a resolution of the Board to that effect. The forfeiture shall include all dividends, interest and other moneys payable by the Company in respect of the forfeited shares and not actually paid before the forfeiture.


 
Page 24 45. Notice of forfeiture When any share is forfeited, notice of the resolution of the Board shall be given to the member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture and the date of forfeiture shall be made in the Register as the case may be. Failure to give notice or make the entry as required by this Rule shall not invalidate the forfeiture. 46. Disposal of forfeited shares Any forfeited share shall be deemed to be the property of the Company and the Board may sell, re-allot or otherwise dispose of or deal with the share in any manner it thinks fit and, in the case of re-allotment, with or without any money paid on the share by any former holder being credited as paid up. 47. Annulment of forfeiture The Board may, at any time before any forfeited share is sold, re-allotted or otherwise disposed of, annul the forfeiture of the share upon any condition it thinks fit. 48. Liability notwithstanding forfeiture Any member whose shares have been forfeited shall, notwithstanding the forfeiture, be liable to pay and shall forthwith pay to the Company all sums of money owing upon or in respect of the forfeited shares at the time of forfeiture, together with interest from that time until payment at the rate the Board from time to time determines and expenses. The Board may enforce the payment or waive the whole or part of any sum paid or payable under this Rule as it thinks fit. 49. Company's lien or charge The Company shall have a first and paramount lien or charge for unpaid calls, instalments and any amounts the Company is called upon by law to pay in respect of the shares of a member upon shares registered in the name of the member or joint members in respect of which the calls or instalments are due and unpaid (whether presently payable or not) or in respect of which the amounts are paid and upon the proceeds of sale of the shares. The lien or charge shall extend to all dividends and bonuses from time to time declared in respect of the shares; provided that if the Company registers a transfer of any shares upon which it has a lien or charge without giving the transferee notice of its claim, the shares shall be freed and discharged from the lien or charge of the Company. The Company may do all things necessary or appropriate under the ASTC Settlement Rules to protect or enforce any lien or charge. 50. Sale of shares to enforce lien (a) Subject to paragraph (b), for the purpose of enforcing a lien or charge, the Board may sell the shares which are subject to the lien or charge in any manner it thinks fit, but no sale shall be made: (i) until notice in writing of the intention to sell has been served on the member in whose name the shares are registered or the member's representatives; and


 
Page 25 (ii) default has been made in payment of the part of the amount in respect of which the lien exists as is presently payable for fourteen days after the giving of notice. (b) In respect of any shares which are CHESS approved securities, for the purpose of enforcing a lien or charge, the Board may sell the shares which are subject to the lien or charge in accordance with the ASTC Settlement Rules. (c) The Company may appoint any person to transfer, as transferor, the shares which are subject to the lien or charge, and may do all other acts and things it considers necessary or expedient to effect the transfer of the shares, and such transfer shall be as effective as if it had been carried out by the registered holder of or person entitled by transmission to such shares. The transferee shall not be bound to see to the application of the purchase money and the title of the transferee shall not be affected by any irregularity or invalidity in the proceedings relating thereto. 51. Title of shares forfeited or sold to enforce lien (a) In the case of a sale or a re-allotment of forfeited shares or of the sale of shares to enforce a lien or charge, an entry in the minute book of the Board that the shares have been forfeited, sold or re-allotted in accordance with these Rules shall be sufficient evidence of that fact as against all persons entitled to the shares immediately before the forfeiture, sale or re-allotment of the shares. The Company may receive the purchase money or consideration (if any) given for the shares on any sale or re-allotment. (b) In the case of re-allotment, a certificate signed by a Director or the Secretary to the effect that the shares have been forfeited and the receipt of the Company for the price of the shares shall constitute a good title to them. (c) In the case of a sale, the Company may appoint a person to execute, or may otherwise effect, a transfer in favour of the person to whom the shares are sold. (d) Upon the issue of the receipt or the transfer being executed or otherwise effected the person to whom the shares have been re-allotted or sold shall be registered as the holder of the shares, discharged from all calls or other money due in respect of the shares prior to the re-allotment or purchase and the person shall not be bound to see to the regularity of the proceedings or to the application of the purchase money or consideration; nor shall the person's title to the shares be affected by any irregularity or invalidity in the proceedings relating to the forfeiture, sale or re- allotment. (e) The net proceeds of any sale or re-allotment shall be applied first in payment of all costs of or in relation to the enforcement of the lien or charge or the forfeiture (as the case may be) and of the sale or re-allotment, next in satisfaction of the amount in respect of which the lien exists as is then payable to the Company (including interest) and the residue (if any) paid to the person registered as the holder of the shares immediately prior to the sale or re-allotment or to the person's executors, administrators or assigns as the person or the person's executors, administrators


 
Page 26 or assigns shall direct upon the production of any evidence as to title required by the Board. (f) [deleted April 2009] INCREASE AND REDUCTION OF CAPITAL 52. Power to alter or reduce share capital Subject to Rule 7, the Company may reduce or alter its share capital in any manner provided for or permitted by the Corporations Act. 53. Rights attached to subdivided shares Without limiting Rule 52, whenever any shares are subdivided, the Company may by special resolution determine that as between the holders of the shares resulting from the subdivision one or more of the shares shall have some preference or special advantage as regards dividends, capital, voting or otherwise as compared with the other shares. 54. Board may give effect to alteration of share capital The Board may do all acts and things required to give effect to any resolution authorising alteration of the share capital of the Company and, without limitation, may make provision for the issue of fractional certificates or sale of fractions of shares and distribution of net proceeds as it thinks fit. 55. [deleted April 2009] 56. [deleted April 2009] GENERAL MEETINGS 57. Annual general meetings (a) General meetings of the Company may be convened and held at the times and places (including at two or more venues using technology that gives members a reasonable opportunity to participate) and in the manner determined by the Board and in accordance with the requirements of the Corporations Act. The general meetings before which the annual accounts of the Company are to be laid shall be called annual general meetings. (b) The Directors may make whatever arrangements they consider fit to allow those entitled to do so to attend and participate in any general meeting. The Directors shall determine in relation to each general meeting the means of attendance at and participation in the general meeting, including whether the persons entitled to attend and participate in the general meeting shall be enabled to do so: (i) by simultaneous attendance and participation at a satellite place or places pursuant to Rule 57(c); and/or (ii) by means of electronic facility or facilities pursuant to Rule 57A(a),


 
Page 27 (and for the avoidance of doubt, the Directors shall be under no obligation to offer or provide such satellite place or places or facility or facilities). (c) In the case of any general meeting, the Directors or the chair may make arrangements for simultaneous attendance at and participation in the general meeting in more than one physical place by persons entitled to attend the meeting. The members present in person or by proxy at a satellite place shall be counted in the quorum for, and entitled to vote at, the general meeting in question. The general meeting shall be duly constituted and its proceedings valid if the chair is satisfied that adequate facilities are available throughout the meeting to ensure that members attending at the principal place and any satellite place(s) are able to: (i) participate in the business for which the meeting has been convened in accordance with applicable law; and (ii) see, and be seen by, persons attending at the principal place and any other satellite place(s) at which the meeting is convened. The general meeting shall be deemed to take place at the place where the chair presides (the principal place, with any other location where that meeting takes place being referred in these Rules as a satellite place). The powers of the chair shall apply equally to each satellite place, including his or her power to adjourn the meeting as referred to in Rule 67. 57A. Hybrid Meetings (a) The Directors may determine in relation to any general meeting (including any general meeting that is being held at more than one physical place) to enable persons entitled to attend and participate to do so by simultaneous attendance and participation by means of electronic facility or facilities (any such general meeting being a Hybrid Meeting). The members present in person, by proxy, or by means of electronic facility or facilities shall be counted in the quorum for, and entitled to participate in, the general meeting in question. A Hybrid Meeting shall be duly constituted and its proceedings valid if the chair of the meeting is satisfied that adequate facilities are available throughout the meeting to ensure that members attending the meeting by all means (including by means of electronic facility or facilities) are able to participate in the business for which the meeting has been convened in accordance with applicable law. For the purposes of all other provisions of these Rules any such meeting shall be treated as being held and taking place at the principal place. (b) If a general meeting is held partly by means of electronic facility or facilities, the Directors (and, at a general meeting, the chair) may (subject to the requirements of the Corporations Act) make any arrangement and impose any requirement or restriction in connection with participation by such facility or facilities, including any arrangement, requirement or restriction that is: (i) necessary to ensure the identification of those taking part and the security of the electronic facility; and (ii) proportionate to the achievement of those objectives.


 
Page 28 (c) Subject to any applicable law, in no circumstances shall the inability of one or more members to access, or to continue to access, the electronic facility or facilities for participation in the meeting affect the validity of the meeting or any business conducted at the meeting, provided that sufficient members are able to participate in the meeting as are required to constitute a quorum under Rule 61. 57B. Contemporaneous Parallel RTP General Meetings (a) If a general meeting is convened for a time which is most nearly, or is actually, contemporaneous with the general meeting of the shareholders of Rio Tinto plc (Parallel RTP General Meeting) then: (i) the Board may decide that it will take steps to make audio-visual communication facilities available to allow those Directors physically present at the Parallel RTP General Meeting to participate in the general meeting and that those Directors shall be treated as being present at the general meeting for all purposes in their capacity as Directors; and (ii) the general meeting may be conducted contemporaneously with the Parallel RTP General Meeting in such manner as the chair of the meeting may decide, including taking steps to make audio-visual communications facilities available to allow persons physically present at the Parallel RTP General Meeting to participate in the general meeting, provided that, subject to Rule 57B(h), such persons shall not be deemed to be “present” at the general meeting. (b) If Rule 57B(a)(i) applies, the Board may decide that the identity of the chair of the meeting shall be determined in accordance with Rule 63 either: (i) on the basis that all of the Directors present at the general meeting, including those who are treated as present as a result of the application of Rule 57B(a)(i), are treated as present for the purposes of Rule 63; or (ii) on the basis that only those Directors physically present at the general meeting, and not those Directors who are treated as present as a result of the application of Rule 57B(a)(i), are treated as present for the purposes of Rule 63. (c) If the chair of the meeting chosen in accordance with Rule 57B(b) and Rule 63 is not physically present at the general meeting, he or she may appoint a Director who is physically present at the general meeting (a Supplementary Chair) who shall have all the powers necessary or desirable for the purpose of keeping good order at the general meeting and carrying out all requests made of him or her by or on behalf of the chair of the meeting. (d) The chair of the meeting shall be treated as present as proxy at the general meeting for any member who has appointed the chair of the meeting as his or her proxy in accordance with these Rules if he or she is present as a result of the application of Rule 57B(a)(i) as well as if he or she is physically present at the general meeting, and for this purpose the chair of the meeting may make such arrangements as he or she thinks fit in order to allow himself or herself to


 
Page 29 participate in the general meeting and vote as proxy, including (but without prejudice to the other provisions in these Rules in relation to polls) as regards the manner of conducting, and arrangements for a vote on, a poll. (e) If Rule 57B(a)(i) applies and either the audio-visual communications facilities referred to in Rule 57B(a)(i) are not operational (in whole or in part) at the time fixed for the start of the general meeting or during the general meeting such audio- visual communications facilities cease to be operational (in whole or in part), but the chair is still reasonably able to exercise his or her powers as chair of the meeting, or for any other reason the chair considers it desirable for the conduct of the general meeting, then the chair of the meeting may without the consent of the general meeting: (i) determine what steps (if any), should be taken to endeavour to establish, maintain or restore all or part of such facilities or to facilitate the conduct of the general meeting; (ii) determine that the general meeting will continue separately from, and without any audio-visual communications link to, the Parallel RTP General Meeting on the basis that: (A) the Directors who are not physically present at the general meeting will cease to be treated as being present at the general meeting; and (B) if the chair of the meeting is not physically present at the general meeting, the Supplementary Chair or a person determined in accordance with Rule 57B(b)(ii) will be the chair of the meeting from that time onwards for all purposes; and/or (iii) if the chair of the meeting has exercised his or her rights pursuant to paragraph (ii), determine that, if such facilities are established or restored, Rule 57B(a)(i) shall apply again so that the Directors present at the Parallel RTP General Meeting are treated as being present at the general meeting and in that case the Supplementary Chair or the person determined in accordance with Rule 57B(b)(ii) shall withdraw as chair and the original chair shall be chair of the meeting from that time onwards for all purposes. (f) If Rule 57B(a)(i) applies and either the audio-visual communication facilities referred to in Rule 57B(a)(i) are not operational (in whole or in part) at the time fixed for the start of the general meeting or during the general meeting such audio- visual communications facilities cease to be operational (in whole or in part) and as a result the chair of the meeting is not reasonably able to exercise his or her powers as chair of the meeting, then the Directors who are not physically present at the general meeting will cease to be treated as being present at the general meeting and the Supplementary Chair or a person determined in accordance with Rule 57B(b)(ii) will be the chair of the meeting from that time onwards for all purposes. The chair of the meeting (as so determined) may without the consent of the general meeting:


 
Page 30 (i) determine what steps (if any) should be taken to endeavour to establish, maintain or restore all or part of such facilities or to facilitate the conduct of the general meeting; (ii) determine that if such facilities are established or restored, Rule 57B(a)(i) shall apply again so that the Directors present at the Parallel RTP General Meeting are treated as being present at the general meeting and in that case he or she may withdraw as chair of the meeting to allow a person determined in accordance with Rule 57B(b)(i) to be chair of the meeting from that time onwards for all purposes; and/or (iii) determine that the general meeting will continue separately from, and without any audio-visual communications link to, the Parallel RTP General Meeting. (g) Under no circumstances will the fact that the audio-visual communication facilities referred to in Rule 57B(a) were not operational (whether in whole or in part) either at the start of or during a general meeting affect the validity of the general meeting or any business conducted at the general meeting. (h) The chair of the meeting may decide that the location of the Parallel RTP General Meeting shall be treated as a satellite place for the general meeting, such that members of the Company physically present at the Parallel RTP General Meeting shall be treated as being present at the general meeting for all purposes in their capacity as members of the Company subject to the terms of Rule 57(c). (i) Nothing in this Rule 57B limits the rights of members to attend a Hybrid Meeting through an electronic facility in accordance with Rule 57A(a) and the chair of the relevant Hybrid Meeting may decide to provide access to an electronic facility to members of the Company physically present at the Parallel RTP General Meeting in order to allow such persons to attend and participate in a Hybrid Meeting in accordance with Rule 57A(a). (j) Nothing in this Rule 57B limits the powers and discretions otherwise vested in the chair under these Rules. 58. Notice of general meeting (a) Notice of a general meeting may be given by the Board in the form and in the manner the Board thinks fit. The notice may also identify any satellite places determined in accordance with Rule 57(c). (b) If the Directors determine that a general meeting shall be held partly by means of electronic facility or facilities, the notice shall specify details of such electronic facility or facilities, including any related access, identification and security arrangements, or shall state where such details will be made available by the Company prior to the meeting. (c) If, after the sending of notice of a general meeting but before the meeting is held, or after the adjournment of a general meeting but before the adjourned meeting is held (whether or not notice of the adjourned meeting is required), the Directors


 
Page 31 decide that it is impracticable or unreasonable to hold the meeting at the time specified in the notice of meeting and/or using the electronic facilities stated in the notice of meeting or made available prior to the meeting, they may change the meeting to remove the ability for persons entitled to attend and participate to do so by simultaneous attendance and participation by means of electronic facility or facilities (such that the meeting is no longer a Hybrid Meeting and the general meeting is to be held by way of physical attendance at the principal place or any satellite place only), or change the electronic facility or facilities to be used for such general meeting and/or postpone the time at which the meeting is to be held. If such a decision is made, the Directors may then change again the electronic facility or facilities and/or postpone the time if they decide that it is reasonable to do so. In any case: (i) no new notice of the meeting need be sent, but the Directors shall take reasonable steps to publicise the date and time of the meeting, and the means of attendance and participation (including any place and/or electronic facility) for the meeting and shall take reasonable steps to ensure that notice of the change or removal of the electronic facility or facilities for participation in the meeting (if any), and/or postponement, shall appear at the original place or places and/or on the original electronic facility or facilities, in each case at the original time; (ii) if the general meeting is postponed in accordance with this Rule 58(c), the appointment of a proxy will be valid if it is received as required by these Rules not less than 48 hours before the postponed time appointed for holding the meeting, provided that the Directors may at their discretion determine that, in calculating the period of 48 hours, no account shall be taken of any part of a day that is not a Business Day; and (iii) this Rule 58(c) does not apply to a meeting convened in accordance with a members' requisition under the Corporations Act or any other meeting that is not called by a resolution of the Board. 59. Omission to give and non-receipt of notice The non-receipt of a notice of any general meeting by, or the accidental omission to give notice to, any person entitled to notice shall not invalidate any resolution passed at that meeting. PROCEEDINGS OF MEETINGS 60. Business of general meeting The business of an annual general meeting shall be to receive and consider the accounts and reports required by the Corporations Act to be laid before each annual general meeting, to elect Directors in the place of those retiring under these Rules, when relevant to appoint an Auditor, and to transact any other business which, under these Rules, is required to be transacted at any annual general meeting. All other business transacted at


 
Page 32 an annual general meeting and all business transacted at other general meetings shall be deemed special. The Auditor shall be entitled to attend and be heard on any part of the business of a meeting which concerns the Auditor. 61. Quorum The quorum for a general meeting shall be two members present. No business shall be transacted at any general meeting (other than an adjourned meeting under Rule 62) except the election of a chair and the adjournment of the meeting unless the requisite quorum is present at the commencement of business. 62. Adjournment in absence of quorum If, within 5 minutes from the time appointed for a general meeting (or such longer interval as the chair of the meeting may think fit to allow), a quorum is not present or the facilities at the principal place or any satellite place or an electronic facility provided by or on behalf of the Company are or become inadequate for the purposes referred to in Rule 57, or if during the meeting a quorum ceases to be present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case it shall stand adjourned to such other day and such time and place with such additional means of attendance and participation (including at such place(s) and/or by means of such electronic facility or facilities), as may have been specified for that purpose in the notice convening the meeting or (if none was specified) as the chair of the meeting may determine either without specifying another time or place or to another specified time or place. If at such adjourned meeting a quorum is not present within 5 minutes from the time appointed for holding the meeting, the members present shall be a quorum. 63. Chair The person entitled to take the chair at any general meeting shall be the person who immediately before the general meeting is the Chair of the Board or failing that person, a Deputy Chair. (a) If there is no such Chair or Deputy Chair, or if at any meeting neither is present within 5 minutes after the time appointed for holding the meeting and willing to act, the Directors present shall choose one of their number to be chair of the meeting. If no Director is present or if all Directors present decline to take the chair, a member may be elected to be the chair by a resolution of the Company passed at the meeting. (b) The provisions of this Rule 63 are subject to the provisions of Rule 57B. 64. Acting Chair If during any general meeting the chair appointed pursuant to Rule 63 is unwilling to act as chair for any part of the proceedings, the chair may withdraw as chair during the relevant part of the proceedings and may nominate any person who immediately before the general meeting was a Director or who has been nominated for election as a Director at the meeting to be Acting Chair of the meeting during the relevant part of the proceedings. Upon the conclusion of the relevant part of the proceedings the Acting Chair shall withdraw


 
Page 33 and the chair shall resume acting as chair of the meeting. The provisions of this Rule 64 are subject to the provisions of Rule 57B. 65. General conduct of meeting The chair of any general meeting shall be responsible for the general conduct of meetings of the Company and for the procedures to be adopted at those meetings. Except as otherwise required by the Corporations Act or by these Rules, the chair of any general meeting may at any time the chair considers it necessary or desirable for the proper and orderly conduct of the meeting demand the cessation of debate or discussion on any business, question, motion or resolution being considered by the meeting and require the business, question, motion or resolution to be put to a vote of the meeting. The chair may require the adoption of any procedures which are in the chair's opinion necessary or desirable for the proper and orderly casting or recording of votes at any general meeting of the Company, whether on a show of hands or on a poll. 66. Amendments to resolutions (a) If an amendment is proposed to any resolution under consideration but is, in good faith, ruled out of order by the chair of the meeting, the proceedings on the substantive resolution shall be not be invalidated by any error in such ruling. In the case of a resolution duly proposed as a special resolution, no amendment to that resolution (other than a mere clerical amendment to correct a patent error) may be considered or voted upon. (b) In the case of any resolution duly proposed as an ordinary resolution, no amendment thereto (other than a mere clerical amendment to correct a patent error or an amendment to conform such resolution to a resolution duly proposed at the nearly contemporaneous general meeting of Rio Tinto plc) may be considered or voted upon unless written notice of the proposed amendment is received by the Company at least 48 hours prior to the time appointed for holding the relevant meeting or adjourned meeting or (in the absence of any such notice) the chair of the meeting in the chair's absolute discretion rules that the amendment shall be considered. 67. Adjournment The Chair of a general meeting or of an adjourned meeting may at any time during the course of the meeting adjourn from time to time and place to place the meeting or any business, motion, question or resolution being considered or remaining to be considered by the meeting or any debate or discussion and may adjourn any business, motion, question, resolution, debate or discussion either to a later time at the same meeting or to an adjourned meeting with such additional means of attendance and participation (including at such place(s) and/or by means of such electronic facility or facilities), including where it appears to him or her that the facilities at the principal place or any satellite place have become inadequate for the purposes referred to in Rule 57(c) or an electronic facility provided by or on behalf of the Company has become inadequate for the purposes referred to in Rule 57A(a), provided that all business conducted at the general meeting up to the time of the adjournment, or at any earlier time specified by the Chair (if, in the Chair's


 
Page 34 opinion, it would be more appropriate to specify an earlier time), shall be valid. If the Chair exercises a right of adjournment of a meeting pursuant to this Rule, the Chair shall have the sole discretion to decide whether to seek the approval of the meeting to the adjournment and, unless the Chair exercises that discretion, no vote shall be taken by the meeting in respect of the adjournment. No business shall be transacted at any adjourned meeting other than the business which might properly have been transacted at the meeting from which the adjournment took place. Where a meeting is adjourned without specifying another time or place, the time and place with such additional means of attendance and participation (including at such place(s) and/or by means of such electronic facility or facilities) for the adjourned meeting shall be fixed by the Directors. 68. Voting Every question submitted to a general meeting shall be decided in the first instance by a show of hands of the members present and entitled to vote unless prior to that time a poll is properly demanded or required pursuant to Rule 70. 69. Declaration of vote on a show of hands At any meeting, unless a poll is demanded, a declaration by the Chair that a resolution has been passed or lost, having regard to the majority required, and an entry to that effect in the book to be kept of the proceedings of the Company, signed by the Chair of that or the next succeeding meeting, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against the resolution. 70. Demand for poll (a) Subject to Rule 71 at any general meeting, a resolution (other than a procedural resolution) put to the vote of the meeting on which the holder of the Special Voting Share is entitled to vote shall be decided on a poll. A poll may be demanded by: (i) the chair of the meeting; (ii) shareholders in accordance with the Corporations Act; or (iii) the holder of the Special Voting Share. (b) A resolution set out in the notice of meeting provided to the members in accordance with Rule 58 and put to the vote at a general meeting (including a Hybrid Meeting) shall be decided on a poll. 71. Taking a poll (a) A poll on a resolution on which the holder of the Special Voting Share is entitled to vote shall be taken either immediately or at such subsequent time (not being more than 30 days from the date of the meeting) and place as the Chair may direct and may remain open for so long as the Chair may determine. Any poll may close at different times for different classes of shareholder or for different shareholders of the same class entitled to vote on the relevant resolution. (b) A poll on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either immediately or at such subsequent time (not being more than 30 days from the date of the meeting with such additional


 
Page 35 means of attendance and participation (including at such place(s) and/or by means of such electronic facility or facilities) determined by the chair in his or her absolute discretion) and place and by such additional means of attendance and participation (including at such place and/or by means of such electronic facility), as the Chair may direct. No notice need be given of a poll not taken immediately. The demand for a poll or requirement that a poll be taken shall not prevent the continuance of the meeting for the transaction of any business other than the business on which the poll has been demanded, or is required. (c) On a question of adjournment, a poll may only be demanded by the Chair. (d) A demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the Chair. If a demand for a poll is so withdrawn:- (i) before the result of a show of hands is declared, the meeting shall continue as if the demand was not made; or (ii) after the result of a show of hands is declared, the demand shall not be taken to have invalidated the result of that show of hands. (e) In the case of any dispute as to the admission or rejection of a vote, the Chair shall determine the dispute and the Chair's determination made in good faith shall be final and conclusive. (f) On a poll, a person entitled to more than one vote need not use all that person's votes or cast all the votes that person has or uses in the same way. 72. Continuance of business after demand for poll A demand for a poll or requirement that a poll be taken shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded or is required. 73. Notice of adjournment When a meeting is adjourned for 30 days or more or without specifying another time or place, not less than seven days' notice of the adjourned meeting shall be given in like manner as in the case of the original meeting. VOTES OF MEMBERS 74. Voting rights of members (a) (i) Subject to the Listing Rules and provisions of these Rules with regard to any special rights or restrictions as to voting attached by or in accordance with these Rules to any class of shares, and subject to Rules 14 and 82: (A) on a show of hands every member present who is entitled to vote shall have one vote; and (B) on a poll every member present (or who is entitled to vote by direct vote as contemplated by Rule 76(b)) shall have one vote for every Ordinary Share of the Company of which that person is the holder


 
Page 36 and the Specified Number (as defined in paragraph (b) or (c) below) of votes for the Special Voting Share of which that person is the holder. (ii) The Equalisation Share does not entitle its holder to attend or vote at any general meeting. (b) The holder of the Special Voting Share shall be entitled to attend at any general meeting and, subject to the provisions below, to cast on a poll the Specified Number of votes (some of which may be cast for and others against any resolution in such numbers as the holder may determine). The Specified Number of votes in relation to a resolution of the Company on a Joint Decision shall be the total number of votes attaching to Publicly-held Rio Tinto plc Ordinary Shares which were cast on the poll on the equivalent resolution at the nearly contemporaneous general meeting of Rio Tinto plc (other than those cast by or on behalf of any Excluded Rio Tinto plc Holder or by any person on whom a notice pursuant to Rule 145(D) has been served and not withdrawn or complied with in accordance with these Rules) divided by the Equalisation Fraction, minus the number of votes attached to the Ordinary Shares which are not Publicly-held Rio Tinto Limited Ordinary Shares and which are validly cast in accordance with the Rio Tinto plc Shareholder Voting Agreement. (c) The Specified Number of votes which may be cast in relation to a resolution of the Company which is not a Joint Decision shall be zero except that: (i) on any resolution to amend, remove or otherwise alter any Rio Tinto Limited Entrenched Provision, any Entrenching Provision or on any resolution to amend, remove or otherwise alter the effect of any provision of these Rules which the Board and the Board of Rio Tinto plc agree should be treated as a Class Rights Action, the Specified Number of votes shall be equal to 34% (rounded up to the next highest whole number) of the aggregate number of votes attaching to all other classes of issued shares in the Company which could be cast on such resolution, and such votes (if cast) may only be cast against such resolution; and (ii) on any procedural resolution put to a general meeting at which a Joint Decision Matter is to be considered, the Specified Number of votes which may be cast shall be the maximum number of votes attached to the Publicly-held Rio Tinto plc Ordinary Shares (excluding any Publicly-held Rio Tinto plc Ordinary Shares which are held by or on behalf of any Excluded Rio Tinto plc Holder or by or on behalf of any person on whom a notice has been served pursuant to Rule 145(D) and not withdrawn or complied with in accordance with these Rules which was cast on a resolution on a Joint Decision Matter at the nearly contemporaneous general meeting of Rio Tinto plc (or, if the nearly contemporaneous general meeting of Rio Tinto plc has not been held and such votes counted by the beginning of the relevant general meeting of the Company, the maximum number of such votes as are authorised to be so cast upon proxies lodged


 
Page 37 with Rio Tinto plc) by such time as the Chair may determine divided by the Equalisation Fraction and rounded up to the nearest whole number, minus the number of votes attached to the Ordinary Shares which are not Publicly-held Rio Tinto Limited Ordinary Shares and which are validly cast in accordance with the Rio Tinto plc Shareholder Voting Agreement. (d) The Special Voting Share shall not entitle its holder to vote on any show of hands. 75. Voting rights of personal representatives, etc. Any person entitled under Rules 39 or 40 to transfer any shares may vote at any general meeting in the same manner as if the person were the registered holder of the shares; provided that at least twenty-four hours before the time of holding the meeting at which the person proposes to vote the person has satisfied the Board of the person's right to transfer the shares, unless the Board has previously admitted the person's right to vote at the meeting in respect of the shares. 76. How votes may be given (a) Votes at a general meeting may be given personally (including by direct vote, if permitted in accordance with Rule 76(b)) by representative, proxy or attorney, as provided in these Rules. (b) The Board may, subject to law, determine that at any general meeting, a member who is entitled to attend and vote on a resolution at that meeting is entitled to a direct vote in respect of that resolution. A direct vote includes a vote delivered to the Office (or any other place the Board may determine) by post, electronic or other means approved by the Board. The Board may prescribe regulations, rules and procedures in relation to direct voting, including specifying the form, method and timing of giving a direct vote at a meeting in order for the vote to be valid. 77. Appointment of proxies (a) Any member may appoint not more than two proxies to vote at a general meeting on that member's behalf and may direct the proxy or proxies to vote either for or against each or any resolution. (b) A proxy need not be a member of the Company. (c) Where a member appoints two proxies, the appointment shall be of no effect unless each proxy is appointed to represent a specified proportion of the member's voting rights. (d) Except in relation to a proxy deposited by the holder of the Special Voting Share, the instrument appointing a proxy (and the power of attorney, if any, under which it is signed or proof of the power of attorney to the satisfaction of the Board) shall be deposited duly stamped (if necessary) at the Office or any other place the Board may determine or lodged by any electronic means authorised by the Board and permitted by the Corporations Act by the time specified in the Corporations Act (or such lesser period as the Directors may determine and stipulate in the notice of meeting). The Directors may determine and stipulate that the latest time by which


 
Page 38 a proxy may be validly deposited differs in relation to holders of the same class of share. (e) No instrument appointing a proxy shall, except as provided in this Rule, be valid after the expiration of twelve months after the date of its execution. (f) Any member who is or who intends to be absent or resident abroad may deposit at the Office an instrument duly stamped (if necessary) appointing a proxy and that appointment shall be valid for all meetings during the member's absence or residence abroad and until revocation. (g) A proxy received from the holder of the Special Voting Share will be valid if it is received before the close of the poll to which it relates. (h) An instrument of proxy relating to more than one meeting (including any adjournment of a meeting) having once been delivered in accordance with this Rule 77 for the purpose of any such meeting does not need to be delivered again for the purposes of any subsequent meeting to which it relates. (i) When two or more valid but differing instruments of proxy are executed in respect of the same share for use at the same meeting, the one which is last executed shall be treated as replacing and revoking the others as regards that share. If the Company is unable to determine which was last executed none of them shall be treated as valid in respect of that share. 78. Form and execution of instrument of proxy An instrument appointing a proxy shall be in writing under the hand of the appointor or the attorney of the appointor or, if the appointor is a corporation, under its common seal or under the hand of a duly authorised officer or may be signed by electronic means in accordance with law or any method authorised by the Board and permitted by law and may be in the usual or common form or in such other form (including electronic) as the Board may from time to time prescribe or accept. The instrument of proxy shall be deemed to include the right to demand or join in demanding a poll and shall (except to the extent to which the proxy is specially directed to vote for or against any proposal) include power to the proxy to act generally at the meeting for the person giving the proxy. An instrument appointing a proxy shall, unless the contrary is stated, be valid for any adjournment of the meeting as well as for the meeting to which it relates and need not be witnessed. 79. Board to issue forms of proxy The Board shall, at the cost of the Company, issue with every notice of general meeting of members or any class of members forms of proxy for use by the members. Each form shall leave blank the name of the first proxy to be appointed but may include the names of any of the Directors or of any other persons as suggested proxies. The forms may be worded so that a proxy may be directed to vote either for or against each or any of the resolutions to be proposed. 80. Attorneys of members Any member may, by duly executed power of attorney, appoint an attorney to act on that member's behalf at all or certain specified meetings of the Company. Before the attorney


 
Page 39 is entitled to act under the power of attorney, the power of attorney or proof of the power of attorney to the satisfaction of the Board shall be produced for inspection at the Office or such other place as the Board may determine from time to time together, with evidence of the due execution of the power of attorney as required by the Board. The attorney may be authorised to appoint a proxy for the member granting the power of attorney. 81. Validity of vote A vote given in accordance with the terms of an instrument of proxy or power of attorney shall be valid notwithstanding the previous death or unsoundness of mind of the principal or revocation of the instrument of proxy or power of attorney or transfer of the shares in respect of which the vote is given, provided no notice in writing of the death, unsoundness of mind, revocation or transfer has been received at the Office before the meeting. A proxy shall not be revoked by the principal attending and taking part in the meeting, unless the principal actually votes at the meeting on the resolution for which the proxy is proposed to be used. 82. Rights of member indebted to Company in respect of other shares Subject to any restrictions from time to time affecting the right of any member or class of members to attend any meeting, a member holding a share or shares in respect of which for the time being no moneys are due and payable to the Company shall be entitled to be present at any general meeting and to vote and be reckoned in a quorum notwithstanding that moneys are then due and payable to the Company by that member in respect of other shares held by that member; provided that, upon a poll, a member shall only be entitled to vote in respect of shares held by the member upon which, at the time when the poll is taken, no moneys are due and payable to the Company. DIRECTORS 83. Number of Directors The number of Directors (not including Alternate Directors) shall not be less than three nor more than the number the Board may from time to time determine. All Directors shall be natural persons. 84. Share qualification of Directors Unless otherwise determined by the Company in general meeting, a Director shall not be required to hold any share qualification. A Director who is not a member of the Company shall nevertheless be entitled to attend and speak at general meetings. 85. Election or appointment of additional Director The Company may by ordinary resolution elect (and the Directors shall also have power at any time to appoint) any person to be a Director either to fill a casual vacancy or as an additional Director, but so that: (i) the total number of Directors shall not as a result of such appointment exceed the maximum number (if any) fixed by or in accordance with these Rules; and


 
Page 40 (ii) the appointment of such Director shall not take effect before such Director has been duly appointed as a director of Rio Tinto plc. Any person so appointed by the Directors shall hold office only until the next annual general meeting and shall then be eligible for election. 86. Continuing Directors to act in certain circumstances If: (i) any resolution or resolutions for the appointment or re-appointment of the persons eligible for appointment or re-appointment as Directors are put to the annual general meeting and lost; and (ii) at the end of that meeting the number of Directors is fewer than any minimum number of directors required under Rule 83, all retiring Directors who stood for re-appointment at that meeting and were not reappointed shall be deemed to have been re-appointed as Directors and shall remain in office, but such Directors may only: (iii) act for the purpose of filling vacancies and convening general meetings of the Company; and (iv) perform such duties as are appropriate to maintain the Company as a going concern and to comply with the Company’s legal and regulatory obligations, but not for any other purpose. 87. Directors who are employees of the Company The office of a Director who is an employee of the Company or of any related corporation shall become vacant upon that Director ceasing to be an employee of the Company or any related corporation provided that any such person shall be eligible for reappointment or re- election as a Director of the Company. 88. Company Auditor may not act as Director No person may be appointed as a Director or Alternate Director if the appointment would result in a person who, or a firm which, is then the Auditor becoming prohibited by the Corporations Act from acting as an Auditor of the Company. 89. Directors' Remuneration (a) Each Director may be paid or provided remuneration for services. Subject to Rule 90, the remuneration of the Directors shall from time to time be determined by the Directors except that the maximum aggregate remuneration paid or provided to the Directors by the Company in their capacity as Directors in respect of any year shall not (when aggregated with any remuneration paid or provided by Rio Tinto plc to the Directors in their capacity as Directors of Rio Tinto plc, any fees received by Directors for serving on any committee of the Directors of the Company or Rio Tinto plc, and any travel allowances received by Directors for attending meetings of Directors of the Company or Rio Tinto plc or meetings of any committee of Directors of the Company or Rio Tinto plc, in each case in respect of that year)


 
Page 41 exceed £3,000,000 or such higher amount as may from time to time be determined by ordinary resolution of the Company and shall (unless such resolution otherwise provides) be divisible among the Directors as they may agree, or in default of such agreement, equally. (b) Remuneration under Rule 89 will accrue from day to day and be paid or provided by or on behalf of the Company at the time and in the manner (including by way of non-cash benefit or by way of a contribution to a superannuation fund) decided by the Board. (c) In calculating the aggregate annual remuneration paid or provided to the Directors in any year for the purposes of Rule 89(a), no regard shall be had to payments made or non-cash benefits received under Rules 90, 92 or 144. 90. Other remuneration of directors Any Director who holds any executive office with the Company or Rio Tinto plc, or who performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director, may be paid such extra remuneration or may receive such other benefits as the Directors may determine. 91. [deleted April 2009] 92. Travelling and other expenses Every Director shall, in addition to any other remuneration provided for in these Rules, be entitled to be paid from Company funds all reasonable travel, accommodation and other expenses incurred by the Director in attending meetings of the Company or of the Board or of any Committees or while engaged on the business of the Company or in the execution of any other duties as Director. 93. Directors may contract with company (a) A Director shall not be disqualified by the office of Director from contracting or entering into any arrangement with the Company either as vendor, purchaser or otherwise and no contract or arrangement entered into with the Company by a Director nor any contract or arrangement entered into by or on behalf of the Company in which a Director is in any way interested shall be avoided for that reason. A Director shall not be liable to account to the Company for any profit realised by any contract or arrangement, by reason of holding the office of Director or of the fiduciary relationship established by the office. (b) Except where a Director is constrained by the Corporations Act, a Director may be present at a meeting of the Board while a matter in which the Director has a material personal interest is being considered and may vote in respect of that matter. (c) A Director who is interested in any contract or arrangement may, notwithstanding the interest, participate in the execution of any document evidencing or otherwise connected with the contract or arrangement.


 
Page 42 94. Director may hold other office under the Company A Director may hold any other office or position under the Company (except that of Auditor) in conjunction with the office of Director, on terms and at a remuneration in addition to remuneration (if any) as a Director, as the Board shall approve. A Director may be or become a director of or hold any other office or position under any corporation promoted by the Company, or in which it may be interested, whether as a vendor or shareholder or otherwise, and the Director shall not be accountable for any benefits received as a Director or member of or holder of any other office or position under that corporation. The Board may exercise the voting power conferred by the shares in any corporation held or owned by the Company as the Board thinks fit (including the exercise of the voting power in favour of any resolution appointing the Directors or any of the directors of that corporation or voting or providing for the payment of remuneration to the directors of that corporation) and a Director of the Company may vote in favour of the exercise of those voting rights notwithstanding that the Director is, or may be about to be appointed, a director of that other corporation and may be interested in the exercise of those voting rights. 95. Directors may lend to the Company Any Director may lend money to the Company at interest with or without security or may, for a commission or profit, guarantee the repayment of any money borrowed by the Company and underwrite or guarantee the subscription of shares or securities of the Company or of any corporation in which the Company may be interested without being disqualified in respect of the office of Director and without being liable to account to the Company for the commission or profit. ELECTION OF DIRECTORS Subject to Rule 85 the following provisions shall apply to all the Directors: 96. Retirement of Directors: (a) Each Director shall retire at the annual general meeting held in the third calendar year following the year in which he or she was elected or last re-elected by the Company. If no Director would otherwise be required to submit for election or re- election but the Listing Rules require that an election of Directors be held, the Director to retire at the annual general meeting is the Director who has been longest in office since their last election, but, as between persons who were last elected on the same day, the Director to retire is (unless they otherwise agree among themselves) determined by ballot. Retiring Directors (b) A Director who retires at any annual general meeting shall be eligible for election or re-election and such a Director who stands for election or re-election shall retain office until the announcement of the result of the poll on the resolution to reappoint that Director. (c) Notwithstanding anything contained elsewhere in these Rules, a Director shall retire from office at an annual general meeting if the Director is required by


 
Page 43 Applicable Regulation to retire from office as a Director or is required to retire as director of Rio Tinto plc at the nearly contemporaneous annual general meeting of Rio Tinto plc, though in either case, nothing in this paragraph prevents the Director from standing for election or re-election. Removal of Director whilst in office (d) The Company in general meeting may at any time by resolution remove any appointed or elected Director before the expiration of that Director's period of office and, if desired, elect another person by way of replacement (provided that such person is also elected as a director of Rio Tinto plc at the same time). Nomination of Directors (e) No person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting unless within the period referred to in paragraph (f) of this Rule 96 there has been lodged at the Office, notices in writing: (i) signed or authenticated in accordance with Rule 140 by a member, other than the person to be proposed, duly qualified to attend and vote at the relevant meeting of that member's intention to propose a person for election; and (ii) signed or authenticated in accordance with Rule 140 by the person to be proposed of that person's willingness to be elected as a Director of the Company and as a director of Rio Tinto plc. (f) The period within which the notices referred to in paragraph (e) of this Rule 96 must be lodged at the Office is not less than 45 Business Days nor more than 65 Business Days (inclusive of the date on which the notice is given) before the earlier of the dates appointed for: (i) the general meeting of the Company; and (ii) the nearly contemporaneous general meeting of Rio Tinto plc. (g) The Directors shall nominate for election as a Director at a general meeting of the Company any person duly nominated for election at the nearly contemporaneous general meeting of Rio Tinto plc. (h) The Company at the meeting at which a Director retires under any provision of these Rules may by ordinary resolution fill the office being vacated by electing the retiring Director or some other person eligible for election. In default the retiring Director shall be deemed to have been elected or re-elected except in any of the following cases: A where at such meeting it is expressly resolved not to fill such office or a resolution for the election or re-election of such Director is put to the meeting and lost; B where such Director has given notice in writing to the Company that such Director is unwilling to be elected or re-elected;


 
Page 44 C [deleted April 2009] D [deleted April 2009] E where such Director has not been, or is not deemed to have been, elected or re-elected as a director of Rio Tinto plc. ALTERNATE DIRECTORS 97. Director may appoint Alternate Director (a) Any Director may at any time by notice in writing deposited at the Office, or delivered at a meeting of the Board, appoint any person (including another Director) to act as an Alternate Director in the Director's place and may in like manner at any time terminate such appointment. Such appointment, unless previously approved by the Directors or unless the appointee is another Director, shall have effect only upon and subject to being so approved and upon the appointment by the same person as an Alternate Director of Rio Tinto plc becoming effective. (b) The appointment of an Alternate Director shall determine on the happening of any event which if the Alternate Director were a Director would cause the Alternate Director to vacate such office or if the appointing Director ceases to be a Director, otherwise than by retirement at a general meeting at which the Director is re- elected. (c) An Alternate Director shall (except any Alternate Director who is for the time being neither in the United Kingdom nor in Australia) be entitled to receive notices of meetings of the Board and shall be entitled to attend and vote as a Director at any such meeting at which the appointing Director is not personally present and generally at such meeting to perform all functions of the appointing Director as a Director and for the purposes of the proceedings at such meeting the provisions of these Rules shall apply as if the Alternate Director (instead of the appointing Director) were a Director. If the Alternate Director is a Director or shall attend any such meeting as an alternate for more than one Director, the Alternate Director's voting rights shall be cumulative but the Alternate Director shall not be counted more than once for the purposes of the quorum. If the appointing Director is for the time being neither in the United Kingdom nor in Australia or temporarily unable to act through ill health or disability the Alternate Director's signature to any resolution in writing of the Board shall be as effective as the signature of the appointing Director. To such extent as the Directors may from time to time determine in relation to any committees of the Board the foregoing provisions of this paragraph shall also apply mutatis mutandis to any meeting of such committee of which the appointing Director is a member. An Alternate Director shall not (save as aforesaid) have the power to act as a Director, nor shall the Alternate Director be deemed to be a Director for the purposes of these Rules, nor shall the Alternate Director be deemed to be the agent of the appointing Director.


 
Page 45 (d) An Alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified to the same extent mutatis mutandis as if the Alternate Director were a Director but the Alternate Director shall not be entitled to receive from the Company in respect of the appointment as Alternate Director any remuneration except only such part (if any) of the remuneration otherwise payable to the appointing Director as such appointing Director may by notice in writing to the Company from time to time direct. VACATION OF OFFICE OF DIRECTOR 98. Vacation of office by Director The office of a Director shall be vacated: (a) if the Director becomes an insolvent under administration, suspends payment generally to creditors or compounds with or assigns the Director's estate for the benefit of creditors; (b) if the Director becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the laws relating to mental health; (c) if the Director resigns office by notice in writing to the Company addressed to it at the Office; (d) if the Director is removed from office pursuant to paragraph (d) of Rule 96; (e) if the Director is removed from office pursuant to the Corporations Act; (f) if the Director ceases to be a director of Rio Tinto plc; (g) if the Director is prohibited from being a Director by reason of the operation of the Corporations Act; or (h) if without the approval of the Board, neither the Director nor any Alternate Director appointed by that Director is present at meetings of the Board for six consecutive months and the remaining Directors for the time being in Australia have not within seven days of having been personally served by the Secretary with a notice giving particulars of the absence resolved that special leave of absence be granted. PROCEEDINGS OF DIRECTORS 99. Procedures relating to Directors' meetings Subject to the provisions of these Rules, the Board may meet together for the dispatch of business, adjourn and otherwise regulate its meetings as it thinks fit. Until otherwise determined by the Board, three Directors shall form a quorum. It shall not be necessary to give notice of a meeting of Directors to any Director who is for the time being neither in Australia nor in the United Kingdom. Any Director may waive notice of any meeting and any such waiver may be retroactive.


 
Page 46 100. Meetings by telephone or other means of communication The Directors may meet either in person or by telephone or by other means of communication by which all persons participating in the meeting are able to hear the entire meeting and to be heard by all other persons attending the meeting. A meeting conducted by telephone or other means of communication shall be deemed to be held at the place agreed upon by the Directors attending the meeting, provided that at least one of the Directors present at the meeting was at that place for the duration of the meeting. 101. Convening of meetings The Board may at any time and the Secretary, upon the request of a Director, shall, convene a meeting of the Board. 102. Votes at meetings Questions arising at any meeting of the Board shall be decided by a majority of votes, and, in the case of an equality of votes, the Chair shall (except when only two Directors are competent to vote on the question then at issue) have a second or casting vote. 103. Chair (a) The Board may elect from their number a Chair and a Deputy Chair (or two or more Deputy Chairmen) and determine the period for which each is to hold office. If no Chair or Deputy Chair shall have been appointed or if at any meeting of the Directors, no Chair or Deputy Chair is present within 5 minutes after the time appointed for holding the meeting, the Directors present may choose one of their number to be the Chair of the meeting. (b) If at any time there is more than one Deputy Chair the right in the absence of the Chair to preside at a meeting of the Board or of the Company shall be determined as between the Deputy Chairmen present (if more than one) by seniority in length of appointment or otherwise as resolved by the Board. 104. Powers of meetings A meeting of the Board at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions for the time being vested in or exercisable by the Board generally by or under these Rules. 105. Delegation of powers to Committees The Board may, by resolution or by power of attorney or writing under the Seal, delegate any of its powers to Committees consisting of Directors or any other person or persons as the Board thinks fit to act either in Australia or elsewhere. Any Committee formed or person or persons appointed to the Committee shall, in the exercise of the powers delegated, conform to any regulations that may from time to time be imposed by the Board. A delegate of the Board may be authorised to sub-delegate any of the powers for the time being vested in the delegate.


 
Page 47 106. Proceedings of Committees The meetings and proceedings of any Committee shall be governed by the provisions of these Rules for regulating the meetings and proceedings of the Board so far as they are applicable and are not superseded by any regulations made by the Board under Rule 105. 107. Validity of acts All acts done at any meeting of the Board or by a Committee or by any person acting as a member of any Committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director or the Committee or that they or any of them were disqualified, be as valid as if every person had been duly appointed and was qualified, and continued to be a Director or a member of the Committee (as the case may be). 108. Resolution in writing A resolution in writing of which notice has been given to all Directors and which is signed by a majority of the Directors shall be as valid and effectual as a resolution duly passed at a meeting of the Directors and may consist of several documents in the like form each signed by one or more Directors. A document produced by mechanical or electronic means and bearing a signature of a Director printed with that Director's authority by mechanical or electronic means or otherwise indicating that Director's agreement to the resolution shall for the purposes of this Rule 108 be deemed to be a document in writing signed by the Director. 109. Directors includes Alternate Directors For the purposes of Rule 108 the references to "Directors" include any Alternate Director for the time being present in Australia or the United Kingdom who is appointed by a Director not for the time being present in Australia or the United Kingdom or who is unable by reason of illness to sign the resolution in question but do not include any other Alternate Director. POWERS OF THE BOARD 110. General powers of the Board The management and control of the business and affairs of the Company shall be vested in the Board, which may exercise all powers and do all acts and things as are not by these Rules or by law directed or required to be exercised or done by the Company in general meeting. 111. Powers to give effect to Sharing Agreement The Company having entered into the Sharing Agreement and the Deed Poll Guarantee, it is, and the Directors are, authorised and directed to operate and carry into effect the provisions of the Sharing Agreement, the Deed Poll Guarantee and any further or other agreements or arrangements with or in connection with Rio Tinto plc. Subject to the Corporations Act, nothing done by any Director in good faith pursuant to such authority and


 
Page 48 obligations shall constitute a breach of the fiduciary duties of such Director to the Company or members of the Company. In particular, but without limitation: (i) the Directors are authorised to agree to enter into a guarantee on behalf of the Company in relation to indebtedness of any member of the Rio Tinto plc Group; (ii) the Directors are authorised to provide Rio Tinto plc and any officer, employee or agent of Rio Tinto plc with any information relating to the Company; (iii) subject to the terms of the Sharing Agreement, the Directors are authorised to do all such things as in the opinion of the Directors are necessary or desirable for the furtherance of any matter referred to in this Rule or for the furtherance, maintenance or development of the relationship with Rio Tinto plc constituted by or arising out of any agreement or arrangement mentioned in or made in accordance with this Rule; and (iv) the Directors are authorised to agree to any amendment or termination or abrogation of all or any of the terms of the Sharing Agreement or Deed Poll Guarantee in accordance with their terms. 112. Board's power to borrow Without limiting the generality of Rule 110, the Board may exercise all the powers of the Company to borrow money, to charge any property or business of the Company or all or any of its uncalled capital and to issue debentures or give any other security for a debt, liability or obligation of the Company or of any other person. 113. Power to authorise debenture holders, etc, to make calls Without limiting the generality of Rule 110, if any uncalled capital of the Company is included in or charged by any debenture, mortgage or other security, the Board may, by instrument under the Seal, authorise the person in whose favour the debenture, mortgage or other security is executed or any other person in trust for that person to make calls on the members in respect of that uncalled capital and to sue in the name of the Company or otherwise for the recovery of moneys becoming due in respect of calls made and to give valid receipts for those moneys, and that authority shall subsist during the continuance of the debenture, mortgage or other security, notwithstanding any change in the Directors, and shall be assignable if expressed to be. 114. Management of the affairs of the Company (a) The Board may from time to time provide for the management of the affairs of the Company in the manner it thinks fit and the provisions contained in paragraphs (b) and (c) of this Rule shall be without prejudice to the general powers conferred by this paragraph. Powers of attorney (b) The Board may at any time by power of attorney under the Seal appoint any persons to be attorneys of the Company for the purposes and with the powers, authorities and discretions (not exceeding those vested in or exercisable by the


 
Page 49 Board under these Rules) and for the period and subject to the conditions the Board thinks fit, and any appointment may (if the Board thinks fit) be made in favour of the members or any of the members of any Committee or agency established or in favour of any company or of the members, directors, nominees or managers of any company or firm or otherwise in favour of any fluctuating body of persons whether nominated directly or indirectly by the Board. Any power of attorney may contain provisions for the protection or convenience of persons dealing with the attorneys as the Board thinks fit. Sub-delegation: (c) A delegate or attorney may be authorised by the Board to sub-delegate all or any of the powers, authorities and discretions for the time being vested in that delegate or attorney. (d) [deleted April 2009] (e) [deleted April 2009] EXECUTIVE OFFICERS 115. Powers of executive officers (a) Subject to the Corporations Act, the Directors may from time to time appoint any one or more of their body to be the holder of any executive office (including, where considered appropriate, the office of Chair or Deputy Chair) on such terms and for such period as they may determine. Subject to the terms of any contract entered into in any particular case, the Directors may at any time revoke or vary the terms of any such appointment. (b) The appointment of any Director to the office of Chair or Deputy Chair or Chief Executive or Deputy Chief Executive or Managing or Joint Managing or Deputy or Assistant Managing Director shall automatically determine if that person ceases to be a Director (but without prejudice to any claim for damages for breach of any contract of service between that person and the Company). (c) The appointment of any Director to any other executive office shall not automatically determine if that person ceases from any cause to be a Director, unless the contract or resolution under which that person holds office shall expressly state otherwise, in which case that determination shall be without prejudice to any claim for damages for breach of any contract of service between that person and the Company. 116. Delegation to executive director The Directors may delegate to any Director holding any executive office any of the powers exercisable by them as Directors upon such terms and conditions and with such restrictions as they think fit, and either collaterally with or to the exclusion of their own powers, and may from time to time revoke, withdraw, alter or vary all or any of such powers.


 
Page 50 MINUTES 117. Minutes The Board shall cause minutes to be duly entered in books provided for that purpose or (provided reasonable precautions are taken for guarding against falsification and for facilitating its discovery) to be duly recorded in any other manner: (a) of the names of the Directors present at each meeting of the Board and of any Committees; (b) of all orders made by the Board and any Committees; and (c) of all resolutions and proceedings of general meetings of the Company and of meetings of the Board and any Committees; and the minutes of any meeting of the Board or of any Committee or of the Company, if purporting to be signed by the chair of the meeting or by the chair of the next succeeding meeting, shall be prima facie evidence of the matters stated in the minutes. DIVIDENDS AND RESERVES 118. Declaration of dividend (a) The Board may from time to time declare or determine dividends to be paid to the members and the Board may fix the time for payment of any dividend. No dividend shall carry interest as against the Company. No dividend shall (unless permitted by the Corporations Act) be payable otherwise than out of profits and a declaration by the Board as to the amount of the profits available for dividend shall be conclusive. (b) The dividend shall (subject to the Listing Rules, Rule 118A, Rule 123(a)(iii) and the rights of or any restrictions on the holders of the Equalisation Share and any other shares created or raised under any special arrangements as to dividend) be payable on all shares in proportion to the amount of capital for the time being and from time to time paid up in respect of the shares and may be declared at a rate per annum in respect of a specified period; provided that (for the purposes of this Rule only) no amount paid on a share in advance of calls or the due date for the payment of any instalment shall be treated as paid on that share. The Board may declare or determine to pay one dividend on all shares of any one class or may declare or determine to pay at any one meeting of the Board two or more dividends so that each dividend is declared on any shares of that class to the exclusion of any other shares but so that the amount payable (out of the total of the amount of all dividends declared or determined to be paid at that meeting) on all shares of the relevant class is (subject as mentioned above) in the proportions specified above. (c) The Board may declare or determine dividends in any currency. The Board may determine that any dividend payable to some or all of the members shall be paid in a currency or currencies other than the currency in which the dividend was


 
Page 51 declared or determined and for that purpose the Board may (in its absolute discretion) stipulate a date on which it shall determine the rate or rates at which the amount of dividend shall be converted into the other currency or currencies for the purpose of the payment. Payment in another currency or currencies of the amount of any dividend converted pursuant to this Rule shall be deemed as between the Company and any member to whom payment is made, and as against all other members, to be an adequate and proper payment of the amount of the dividend. (d) Provided the Directors act in good faith they shall not incur any liability to the holders of any shares of any class for any loss they may suffer by the lawful payment, on any other class of shares having rights ranking after or pari passu with those shares, of any such dividend as aforesaid. 118A. Waiver of dividend (a) A member may request prior to the declaration or determination of a dividend by the Company (Relevant Dividend) that the Relevant Dividend should not be declared and paid in respect of all or any of the shares registered in the name of the member (Relevant Shares). (b) No such request shall be effective in relation to a Relevant Dividend unless: (i) the request is in writing signed or authenticated in accordance with Rule 140 by or on behalf of the member; (ii) the request specifies the shares to which it shall apply; (iii) the request is delivered to the Company and approved by the Board prior to (and not after) declaration of the Relevant Dividend, and the Board may give or withhold approval in its absolute discretion. (c) Subject to paragraph (d) of this Rule 118A, if a request is effective in relation to a Relevant Dividend then, notwithstanding any other Rule, the Relevant Dividend shall not be declared and shall not be payable in respect of the Relevant Shares to which the request applies, and the member shall not be entitled to have the Relevant Dividend declared and paid on those shares, and in respect of those shares the member shall have no debt or claim or other right or entitlement of any kind whatsoever to the Relevant Dividend against the Company. (d) If prior to transfer books close for the Relevant Dividend any shares to which an effective request applies are sold or transferred by a member to another person, or otherwise become registered in the name of another person, the request shall cease to apply upon the earlier of: (A) the Company receiving notice in writing of the sale; or (B) the other person being registered as the new holder of the shares to the intent that the transferee of such shares shall be entitled to the declaration and payment of such Relevant Dividend.


 
Page 52 119. Reserve fund The Board may create a reserve or reserves out of profits of the Company or may create any reserve or reserves contemplated by the Sharing Agreement by setting aside, in priority to any dividend, any sum it thinks fit for the purpose of meeting contingencies, equalising dividends and providing a reserve for any purpose for which the profits of the Company may be applied, and may divide any of the sums set aside into special accounts as it thinks fit and may (subject to the Sharing Agreement) at any time resort to that reserve for dividends or bonuses. 120. Investment of reserve funds: (a) The Board may invest any sums representing the whole or any part of any reserve as a fund in shares or securities or other investments as in its absolute discretion it thinks fit and may from time to time deal with, vary or dispose of the whole or any part of the investment for the benefit of the Company. Any income derived from or accretions to those shares, securities or other investments may either be carried to the credit of the reserve fund represented by those shares, securities or other investments or be dealt with as profits arising from the business of the Company. (b) The Board shall have full power to employ in the business of the Company the whole or part of any reserve not invested as a fund and without being bound to keep the representative assets separate from other assets of the Company. 121. Dividends In respect of a dividend, the Board may: (a) direct payment of the dividend wholly or in part by the distribution of specific assets or documents of title and, in particular, of fully paid up shares, debentures or debenture stock of the Company or any other corporation or by procuring the receipt by members of specific assets. Where any difficulty arises in regard to the distribution, the Board may settle that difficulty as it thinks expedient and in particular may issue fractional certificates and may fix the value for distribution of those specific assets and may determine that cash payments shall be made to any members upon the basis of the value fixed in order to adjust the rights of all parties and may vest any specific assets in trustees upon trusts for the persons entitled to the dividend as the Board considers expedient; (b) direct that the dividend be payable to all or particular shareholders or on all or particular shares wholly or partly out of any one or more particular funds or reserves or out of profits derived from any one or more particular sources and to any remaining shareholders or on any remaining shares wholly or partly out of any other one or more particular funds or reserves or out of profits derived from any other one or more particular sources and may make the direction notwithstanding that by doing so the dividend (or part of it) may form part of the assessable income for taxation purposes of some or all shareholders and may not form part of the assessable income of others; and/or (c) determine and announce that each member entitled to participate in the dividend may elect to have the payment of the dividend applied and satisfied in respect of


 
Page 53 all, or a number of shares less than all, of the shares held by the member in accordance with a Company dividend reinvestment plan. 122. [deleted April 2009] 123. Dividend Plans (a) The Board may establish and maintain one or more dividend plans (including the establishment of rules) pursuant to which some or all members may elect with respect to some or all of their shares (subject to the rules of the relevant plan): (i) to reinvest either in whole or in part dividends paid or payable or which may become payable by the Company to the member in cash by, in accordance with the rules of the relevant plan, subscribing for and/or purchasing shares in the capital of the Company; (ii) to receive a dividend from the company by way of the allotment of shares paid up from the Company's capital account or by way of the allotment of shares issued directly to members as fully paid ordinary shares for whose issue no consideration is payable to the Company; (iii) that the dividends from the Company not be declared or paid and that instead a payment or distribution other than a dividend be made by the Company; (iv) that the cash dividends from the Company not be paid and that instead a cash dividend be received from a related corporation nominated by the Board; or (v) to participate in a dividend selection plan, including not limited to a plan pursuant to which members may elect to receive a dividend from the Company or any related corporation which is less in amount but franked to a greater extent than the ordinary cash dividend declared by the Company or any related corporation or to receive a dividend from the Company or any related corporation which is greater in amount but franked to a lesser extent than the ordinary cash dividend declared by the Company or any related corporation. (b) Pursuant to a dividend plan established in accordance with paragraph (a) of this Rule, any member may elect for a specified period or for a period to be determined by specified notice (in either case determined by the Directors and prescribed in the rules of the plan) that all (or, where the rules of the plan permit, some) of the Ordinary Shares held by that member and designated by the member in accordance with the rules of the plan (the "designated shares") will participate in the dividend plan. During that period the designated shares will be entitled to participate in the dividend plan subject to the rules of the dividend plan. (c) In the event of any inconsistency between any dividend plan established in accordance with paragraph (a) of this Rule or the rules of any dividend plan and these Rules these Rules shall prevail.


 
Page 54 (d) The Directors are authorised to do all things which they consider to be desirable or necessary for the purpose of implementing every dividend plan established in accordance with paragraph (a) of this Rule. (e) The Directors are authorised to vary the rules of any dividend plan established in accordance with paragraph (a) of this Rule at their discretion and to suspend or terminate any dividend plan at their discretion. Any dividend plan may also be suspended, terminated or varied by resolution of a general meeting of the Company. 124. Transfer of shares Subject to the Corporations Act and the ASTC Settlement Rules, a transfer of shares which is registered after the transfer books close for dividend purposes but before a dividend is payable shall not pass the right to any dividend declared before the books are closed. 125. Retention of dividends The Board may retain the dividends payable on shares which any person is under Rules 39 or 40 entitled to transfer until that person becomes registered as a member in respect of those shares or duly transfers them. 126. Dividends on which the Company has a charge The Board may retain any dividends payable on shares over which the Company has a lien or charge and may apply the dividend in or towards satisfaction of the calls, instalments or sums owing in respect of the shares over which the lien or charge exists. 127. How dividends are payable (a) Payment of any dividend may be made in any manner and by any means or combination of means as determined by the Board at the sole risk of the member. Different methods of payment may apply to different members or groups of members. Without prejudice to any other method of payment which the Board may adopt any dividend may be paid (wholly or partly) by cheque mailed to the address of the member as shown in the Register (or in the case of joint holders to the address shown in the Register as the address of the member whose name stands first in the Register) or any other address as the member or joint holders in writing direct, by electronic funds transfer to an account with a bank or other financial institution nominated by the member or joint holders in writing and acceptable to the Company, using the facilities of a relevant system or by such other method of payment as the Directors may determine. (b) If the Board decides that payments will be made by electronic funds transfer into an account (of a type approved by the Board) nominated by a member, but no such account is nominated by the member or an electronic funds transfer into a nominated account is rejected or refunded, the company may credit the amount payable to an account of the Company to be held until the member nominates a valid account. (c) Where a member does not have a registered address or the Company believes that a member is not known at the member’s registered address, the company may


 
Page 55 credit an amount payable in respect of the member’s shares to an account of the Company to be held until the member claims the amount payable or nominates a valid account. (d) An amount credited to an account under Rules 127(b) or (c) is to be treated as having been paid to the member at the time it is credited to that account. The Company will not be a trustee of the money and no interest will accrue on the money. The money may be used for the benefit of the Company and treated in accordance with Rule 129. 128. Notice of dividend Notice of the declaration of any dividend shall be given to members in any manner the Board may determine. 129. Unclaimed dividends (a) All unclaimed dividends may be invested or otherwise made use of by the Board for the benefit of the Company until claimed, disposed of according to the laws relating to unclaimed monies or otherwise dealt with in accordance with this Rule 129. (b) Any amount which is not required to be disposed of according to the laws relating to unclaimed monies in accordance with paragraph (a) of this Rule 129 may continue to be held on account for the member or be donated to charity on behalf of the member, as the Board decides. Where an amount is donated to charity, the Company’s liability to pay that amount is discharged by an application under this Rule 129. (c) The Board may do anything necessary or desirable (including executing any document) on behalf of the member to effect the application of an amount under this Rule 129. The Board may determine other rules to regulate the operation of this Rule 129 and may delegate their power under this Rule 129 to any person. CAPITALISATION OF PROFITS 130. Power to capitalise profits The Board may, subject to Rule 7, resolve that the whole or any portion of any sum forming part of the undivided profits of the Company or standing to the credit of any reserve or other account (including without limitation any capital account) and available for distribution or capitalisation be capitalised and that the amount capitalised be appropriated to the members (subject to Rule 141 and Rule 143) in the respective proportions in which they would be entitled to receive it if distributed by way of dividend and be applied on their behalf either in paying up the amounts for the time being unpaid on any issued shares held by them, or in paying up in full unissued shares or other securities of the Company (of an aggregate nominal amount equal to the amount capitalised) to be issued to them accordingly, or partly in one way and partly in the other.


 
Page 56 131. Employee Share Plan (a) The Board may, subject to the Listing Rules: (i) implement one or more employee share plans (on the terms they determine) under which securities of the Company or of Rio Tinto plc or of a related body corporate of either may be issued, transferred or otherwise provided to or for the benefit of any officer (including any Director) or employee of the Company or of a related body corporate or affiliate of the Company or to a relative of that officer or employee or to a company, trust or other entity or arrangement in which that officer or employee or a relative of that officer or employee has an interest; (ii) amend, suspend or terminate any employee share plan implemented by them; and (iii) give financial assistance in connection with the acquisition of securities of the Company or of a related body corporate under any employee share plan in any manner permitted by the Corporations Act. (b) Rule 131 does not limit the Board's powers to establish an employee share plan or limit the scope or structure of any such plan. 132. Appropriation and application of amounts to be capitalised The Board may specify the manner in which any fractional entitlements and any difficulties relating to distribution are to be dealt with and, without limiting the generality of the foregoing, may specify that fractions are to be disregarded or that any fractional entitlements are to be increased to the next whole number or that payments in cash in lieu of fractional entitlements be made. The Board shall make all necessary appropriations and applications of the amount to be capitalised pursuant to Rules 130 and 131 and all necessary allotments and issues of fully paid up shares or debentures. Where required, the Board may appoint a person to sign a contract on behalf of the members entitled upon a capitalisation to any shares or debentures, which provides for the issue to them, credited as fully paid up of any further shares or debentures, or for the payment up by the Company on their behalf of the amounts or any part of the amounts remaining unpaid on their existing shares by the application of their respective proportions of the sum resolved to be capitalised. NOTICES 133. Service of notices Subject to the Corporations Act and the Listing Rules, a notice may be given by the Company to any member, or in the case of joint holders to the member whose name stands first in the Register, personally, by leaving it at the member's registered address or by sending it by prepaid post to the member's registered address or by other electronic means determined by the Board (including by making a notice available on a website) to an electronic mail address, nominated by the member.


 
Page 57 134. Member may notify Company of address for service A registered holder of shares may notify the Company of an address (or, where the Board determines to accept electronic mail addresses for this purpose, an electronic mail address) as a place at which the member will accept service of notices, which shall be deemed to be the member's registered place of address. 135. Member not known at registered address Where a member does not have a registered place of address or where the Company has a bona fide reason to believe that a member is not known at the member's registered address and the Company has subsequently made an enquiry at the registered address of the member as to the whereabouts of the member, and the enquiry either elicits no response or a response indicating that the member or the member's present whereabouts are unknown, all future notices shall be deemed to be given to the member if the notice is exhibited in the Office for a period (not including weekends and public holidays) of forty- eight hours (and shall be deemed to be duly served at the commencement of that period) unless and until the member informs the Company of a registered place of address or that the member has resumed residence at the member's registered place of address or notifies the Company of a new address to which the Company may send the member notices (which new address shall be deemed to be the member's registered place of address). 136. When notice deemed to be served Any notice sent by post shall be deemed to have been served at the expiration of twenty- four hours after the envelope containing the notice is posted and, in proving service, it shall be sufficient to prove that the envelope containing the notice was properly addressed and posted. Any notice served on a member personally or left at the member's registered place of address shall be deemed to have been served at the time of service. Any notice served on a member by electronic transmission is deemed to have been served when the transmission is sent. Subject to the Corporations Act and Listing Rules, any notice made available on a website shall be deemed to have been served at the time it was first made available on the website, or, if later, when the member was served (or is deemed to have been served) notice that the notice was available on the website (including by providing a Uniform Resource Locator or other link to the notice). 137. Reckoning of period of notice Where a given number of days' notice or notice extending over any other period is required to be given, the period of notice shall in each case be exclusive of the day on which it is served or deemed to be served and of the day on which the meeting is to be held. 138. Notice to transferor binds transferee Every person who, by operation of law, transfer or any other means becomes entitled to be registered as the holder of any shares shall be bound by every notice which, prior to the person's name and address being entered in the Register in respect of those shares, was duly given to the person from whom the person derives title to those shares.


 
Page 58 139. Service on deceased members A notice delivered or sent by post to the registered place of address of a member pursuant to these Rules shall (notwithstanding that the member be then dead and whether or not the Company has notice of the member's death) be deemed to have been duly served in respect of any registered shares, whether held solely or jointly with other persons by that member, until some other person is registered in the member's stead as the holder or joint holder and the service shall for all purposes be deemed to be sufficient service of the notice or document on the member's heirs, executors or administrators and all persons (if any) jointly interested with the member in the shares. 140. Authentication of documents sent by electronic means Where these Rules require a notice or other document to be signed or authenticated by a member or other person then any notice or other document sent or supplied by electronic means is sufficiently authenticated in any manner authorised or approved by the Board. The Board may designate mechanisms for validating any such notice or other document, and any such notice or other document not so validated by use of such mechanisms shall be deemed not to have been received by the Company. PAYMENTS BY THE COMPANY 141. Payments by the Company Whenever any law for the time being of any country, state, territory or place imposes or purports to impose any immediate or future or possible liability on the Company to make any payment or empowers any government or taxing authority or government official to require the Company to make any payment in respect of any shares, rights to shares or options to acquire shares registered in the Register as held either jointly or solely by any member or in respect of any transfer of those shares, rights to shares or options to acquire shares or in respect of any interest, dividends, bonuses or other moneys due or payable or accruing due or which may become due or payable to that member by the Company on or in respect of any shares, rights to shares or options to acquire shares or for or on account or in respect of any member, whether in consequence of: (a) the death of that member; (b) the non-payment of any income tax or other tax by that member; (c) the non-payment of any estate, probate, succession, death, stamp or other duty by the member or the trustee, executor or administrator of that member or by or out of the member's estate; (d) any assessment of income tax against the Company in respect of interest or dividends paid or payable to that member; (e) or any other act or thing, the Company in every case: (i) shall be fully indemnified from all liability by that member or that member's trustee, executor or administrator and by any person who becomes


 
Page 59 registered as the holder of the shares on the distribution of the deceased member's estate; (ii) shall have a lien or charge upon the shares for all moneys paid by the Company in respect of the shares under or in consequence of any law; (iii) shall have a lien upon all dividends, bonuses and other moneys payable in respect of the shares registered in the Register as held either jointly or solely by that member for all moneys paid or payable by the Company in respect of the shares under or in consequence of any law, together with interest at a rate the Board may determine from time to time from the date of payment to the date of repayment, and may deduct or set off against any dividend, bonus or other moneys payable any moneys paid or payable by the Company together with interest; (iv) may recover as a debt due from that member or that member's trustee, executor or administrator or any person who becomes registered as the holder of the shares on the distribution of the deceased member's estate wherever constituted or situated, any moneys paid by the Company under or in consequence of any law which exceed any dividend, bonus or other money then due or payable by the Company to that member together with interest at a rate the Board may determine from time to time from the date of payment to the date of repayment; and (v) except in the case of a proper ASTC transfer, may, if any money is paid or payable by the Company under any law, refuse to register a transfer of any securities by the holder or the holder's trustee, executor or administrator until the money and interest is set off or deducted or, in case the money and interest exceeds the amount of any dividend, bonus or other money then due or payable by the Company to the holder, until the excess is paid to the Company but notwithstanding the foregoing the Company may not refuse to register any proper ASTC transfer except as permitted by the Corporations Act, the Listing Rules or the ASTC Settlement Rules. Nothing contained in this Rule shall prejudice or affect any right or remedy which any law confers or purports to confer on the Company, and, as between the Company and every member, every member's trustee, executor, administrator and estate, any right or remedy which that law confers or purports to confer on the Company shall be enforceable by the Company. WINDING UP 142. Distribution in specie (a) If the Company is wound up, whether voluntarily or otherwise, with the sanction of a special resolution, the liquidators may divide among the contributories in specie or kind any part of the assets of the Company, and may vest any part of the assets


 
Page 60 of the Company in trustees upon any trusts for the benefit of the contributories or any of them as the liquidators shall think fit. Liability to calls (b) If any shares to be divided in accordance with Rule 142(a) involve a liability to calls or otherwise, any person entitled under the division to any of the shares may by notice in writing within ten days after the passing of the special resolution, direct the liquidators to sell that person's proportion and pay that person the net proceeds and the liquidators shall, if practicable, act accordingly. Ratification of payment of fee to liquidators (c) No commission or fee shall be payable to the liquidators in a voluntary liquidation, unless the payment of the commission or fee has been ratified by a general meeting of the Company and the amount of the proposed payment has been specified in the notice calling the meeting. 143. Capital rights on a liquidation On a return of assets on liquidation, the assets of the Company remaining available for distribution among members, after giving effect to preferential rights attached to any preference shares issued by the Company and to the rights of other shares having a preferred right to participate as regards capital up to but not beyond a specified amount in a distribution, and to any provision of the Corporations Act, shall be applied: (a) first in paying to the holder of the Equalisation Share (if any) the nominal amount paid up on such share and then in paying amounts (if any) standing to the credit of the holder of the Equalisation Share in any reserve set up in the books of the Company pursuant to paragraph 3.6.2(a) of Schedule 2 to the Sharing Agreement; and (b) then in paying to relevant holders of the Ordinary Shares any amounts standing to the credit of any reserve for their benefit set up in the books of the Company pursuant to paragraphs 3.6.2(b) or (c) of Schedule 2 of the Sharing Agreement; and (c) then in paying to the holder of the Special Voting Share the nominal amount paid up on such share; and (d) any surplus remaining after application of the assets in accordance with the preceding paragraphs shall be applied in making payments to the holder of the Equalisation Share and/or the holders of Ordinary Shares in accordance with their entitlements, which shall be determined as follows:- (i) The liquidator of the Company shall draw up accounts as at earliest date (the "Reference Date") on which the liquidator is able to make a final distribution to creditors and members of the Company to show the gross amount which would be available for distribution to the holders of Ordinary Shares on the liquidation of the Company after payment in full of any amount standing to the credit of:


 
Page 61 (A) the holder of the Equalisation Share in any reserve set up in the books of the Company pursuant to paragraph 3.6.2(a) of Schedule 2 to the Sharing Agreement; and (B) the holders of Ordinary Shares in any reserve set up in the books of the Company under paragraphs 3.6.2(b) or 3.6.2(c) of Schedule 2 to the Sharing Agreement and to calculate the amount thereof available for distribution to holders of Publicly-held Rio Tinto Limited Ordinary Shares or the amount (expressed as a negative sum) of the shortfall which would need to be obtained before the holders of Publicly-held Rio Tinto Limited Ordinary Shares would receive any payment by way of distribution (in either case the "Company's Own Distribution Amount"), on the assumption that distribution to the Company's creditors and members on liquidation took place on the Reference Date. The liquidator of the Company shall certify the result of such calculation to Rio Tinto plc. (ii) Whether or not proceedings have been commenced for the liquidation of Rio Tinto plc, Rio Tinto plc shall be required under the Sharing Agreement to instruct the Relevant Officer for the time being of Rio Tinto plc to draw up accounts as at the Reference Date of all assets (valued as if Rio Tinto plc was in liquidation and those assets were to be realised by a liquidator of Rio Tinto plc in an orderly manner) and liabilities which would be admissible to proof if Rio Tinto plc was in liquidation at the Reference Date (other than the asset or liability represented by any Equalisation Payment (as defined in paragraph 4.2 of Schedule 2 to the Sharing Agreement) to be made in accordance with the Sharing Agreement or any payment on the Rio Tinto plc Equalisation Share under Article 3(C)(e) or 3(C)(f) of the Rio Tinto plc Articles) to show the gross amount which would be available for distribution to holders of Rio Tinto plc Ordinary Shares on the liquidation of Rio Tinto plc (if it were to occur on the Reference Date) after payment in full of any amount standing to the credit of: (A) the holder of the Rio Tinto plc Equalisation Share in any reserve set up in the books of Rio Tinto plc pursuant to paragraph 3.6.2(a) of Schedule 2 to the Sharing Agreement; or (B) the holders of Rio Tinto plc Ordinary Shares in any reserve set up in the books of Rio Tinto plc under paragraphs 3.6.2(b) or 3.6.2(c) of Schedule 2 to the Sharing Agreement and to calculate the amount thereof available for distribution to holders of Publicly-held Rio Tinto plc Ordinary Shares or the amount (expressed as a negative sum) of the shortfall which would need to be obtained before the holders of Publicly-held Rio Tinto plc Ordinary Shares would receive any payment by way of distribution (in either case, the "Rio Tinto plc Own Distribution Amount") on the assumption that the distribution to Rio Tinto plc's creditors and members on liquidation took place on the Reference


 
Page 62 Date. Rio Tinto plc is obliged under the Sharing Agreement to instruct the Relevant Officer of Rio Tinto plc to certify the result of such calculation to the Company. (iii) The liquidator of the Company shall make and certify to Rio Tinto plc the results of the following calculation as at the Reference Date and agree such calculation with the Relevant Officer of Rio Tinto plc, which calculation shall be expressed in Australian dollars, with any sterling amounts being converted to Australian dollars at the Liquidation Exchange Rate as at the Reference Date: (COD + Rio Tinto plcOD) x COS (Rio Tinto plcOS÷ EF) + COS where: COD = the Company's Own Distribution Amount; COS = the number of Publicly-held Rio Tinto Limited Ordinary Shares in issue on the Reference Date; EF = the Equalisation Fraction; Rio Tinto plcOD = the Rio Tinto plc Own Distribution Amount; and Rio Tinto plcOS = the number of Publicly-held Rio Tinto plc Ordinary Shares in issue on the Reference Date. The result of such calculation is referred to below as the "Adjusted Company Distribution Amount". (iv) If the Adjusted Company Distribution Amount is equal to or more than the Company's Own Distribution Amount then the assets remaining available for distribution (which shall include any distribution made on the Rio Tinto plc Equalisation Share pursuant to Article 3(C)(e) or 3(C)(f) of the Rio Tinto plc Articles, any amounts paid by Rio Tinto plc under paragraph 4.2.4 of Schedule 2 to the Sharing Agreement and any amounts paid by Rio Tinto plc from reserves set up in the books of Rio Tinto plc under paragraph 3.6.2(a) of Schedule 2 to the Sharing Agreement) shall belong to and be distributed among the holders of Ordinary Shares rateably according to the numbers of Ordinary Shares held by them. (v) If the Adjusted Company Distribution Amount is equal to or more than zero, but is less than the Company's Own Distribution Amount, the liquidator of the Company shall pay out of the assets available for distribution an amount by way of return of capital on the Equalisation Share in priority to any amounts payable to the holders of Ordinary Shares such that (taking account of any tax payable on the making or receipt of the distribution of that amount, after allowing for any offsetting tax credits, losses or deductions) the ratio of the amount available for distribution on each Publicly-held Rio Tinto Limited Ordinary Share:


 
Page 63 (1) apart from in each case any undistributed amounts resulting from the payment by Rio Tinto plc to a member of the Rio Tinto Limited Group or the Company to a member of the Rio Tinto plc Group of any reserves under paragraph 3.6.2(a) of Schedule 2 to the Sharing Agreement or any amounts credited to any reserve in the books of the Company for the benefit of holders of Ordinary Shares or any amounts credited to any reserve in the books of Rio Tinto plc for the benefit of holders of Rio Tinto plc Ordinary Shares, in each case under paragraphs 3.6.2(b) and 3.6.2(c) of Schedule 2 to the Sharing Agreement; and (2) on the assumption that distribution to the Company's members and creditors and Rio Tinto plc's members and creditors took place on the Reference Date; and (3) after taking into account the amounts available for distribution on each Publicly-held Rio Tinto plc Ordinary Share prior to such payment to the amount available for distribution on each Publicly-held Rio Tinto plc Ordinary Share (converting sterling amounts to Australian dollar amounts by application of the Liquidation Exchange Rate as at the Reference Date) is equal to the Equalisation Ratio (and the balance of the assets of the Company available for distribution remaining after any such payment on the Equalisation Share, shall belong to and be distributed among the holders of Ordinary Shares rateably according to the numbers of Ordinary Shares held by them). (vi) If the Adjusted Company Distribution Amount is zero or a negative amount and the Company's Own Distribution Amount is a positive amount then the liquidator of the Company shall pay out of the assets available for distribution an amount by way of return of capital on the Equalisation Share in priority to any amounts payable to the holders of Ordinary Shares such that (taking account of any tax payable on the making or receipt of the distribution of that amount, after allowing for any offsetting tax credits, losses or deductions) the amount available for distribution to holders of Publicly-held Rio Tinto Limited Ordinary Shares on the assumption that distribution to the Company's members and creditors took place on the Reference Date, is zero. (vii) If the Company's Own Distribution Amount is zero or a negative amount and the Rio Tinto plc Own Distribution Amount is zero or a negative amount, then no distribution shall be made by the liquidator of the Company on the Equalisation Share or to holders of Ordinary Shares. (viii) In making the calculations referred to in this paragraph (d), the Relevant Officer of Rio Tinto plc and the liquidator of the Company shall:


 
Page 64 (A) in relation to the Company, take into account the distributions which fall to be made on Ordinary Shares which are not Publicly- held Rio Tinto Limited Ordinary Shares it being acknowledged that the per share distributions on the Publicly-held Rio Tinto Limited Ordinary Shares will be the same as the distributions on the non Publicly-held Rio Tinto Limited Ordinary Shares; (B) in relation to Rio Tinto plc, take into account the distributions which fall to be made on Rio Tinto plc Ordinary Shares which are not Publicly-held Rio Tinto plc Ordinary Shares it being acknowledged that the per share distributions on the Publicly-held Rio Tinto plc Ordinary Shares will be the same as the distributions on the non Publicly-held Rio Tinto plc Ordinary Shares. (ix) In this paragraph (d) "Relevant Officer" of Rio Tinto plc shall mean the auditor of Rio Tinto plc or if Rio Tinto plc is in liquidation, the liquidator of Rio Tinto plc. (x) In this paragraph (d) "the gross amount which would be available for distribution" to shareholders means such amount ignoring any distribution on the Equalisation Share or Rio Tinto plc Equalisation Share or any Equalisation Payment (as defined in paragraph 4.2 of Schedule 2 to the Sharing Agreement) made in accordance with the Sharing Agreement and any tax payable on the making of the Equalisation Payment or distribution and both "the gross amount which would be available for distribution" and "the amount available for distribution" refer to such amount before deduction of any amount in respect of tax required to be deducted or withheld from the distribution to ordinary shareholders by or on behalf of the company paying or making the distribution but net of any tax payable by that company on the distribution to its ordinary shareholders. (xi) The certificates which the liquidator of the Company is required to produce under this paragraph (d) and the Relevant Officer of Rio Tinto plc is required to produce under the Sharing Agreement (the "Certificates") shall be produced within 6 weeks after the Reference Date and the Company shall procure that all necessary instructions are given to the liquidator of the Company to ensure that such certificates are produced within that time. The liquidator of the Company and the Relevant Officer of Rio Tinto plc shall then agree the calculations in such Certificates within 4 weeks of the date on which all such Certificates are produced. If the liquidator of the Company and the Relevant Officer of Rio Tinto plc are unable to agree to the calculations in the Certificates within such time, then the dispute shall be referred to an independent firm of accountants agreed by the liquidator of the Company with the Relevant Officer of Rio Tinto plc (or failing agreement within 7 days of the end of that 4 week period, appointed, on the application of either the Company or Rio Tinto plc, by the President for the time being of the Institute of Chartered Accountants in England). The


 
Page 65 firm so appointed shall act as experts and not as arbitrators and shall be instructed to make its determination within 4 weeks of its appointment. The costs of such firm are to be borne as such firm decides. Once the calculations in the Certificates have been agreed by the liquidator of the Company with the Relevant Officer of Rio Tinto plc or determined by the independent accountants, they shall be conclusive and binding. (xii) If Rio Tinto plc goes into liquidation after the Company has gone into liquidation but before the liquidator of the Company has made a distribution under any of paragraphs (v) or (vi) then the Reference Date shall be the later of: (A) the earliest date on which the liquidator of Rio Tinto plc is able to make a final distribution to creditors and members of Rio Tinto plc; or (B) the earliest date on which the liquidator of the Company is able to make a final distribution to creditors and members of the Company; and the Relevant Officer of Rio Tinto plc shall be the liquidator of Rio Tinto plc and not the auditor of Rio Tinto plc. INDEMNITY 144. Indemnity of officers (1) The Company shall indemnify each officer of the Company and each officer of each wholly owned subsidiary of the Company out of the assets of the Company to the relevant extent against any liability incurred by the officer in the conduct of the business of the Company or in the conduct of the business of such wholly owned subsidiary of the Company (as the case may be) or in the actual or purported execution or discharge of the duties of the officer. (2) Where the Directors consider it appropriate, the Company may execute a documentary indemnity in any form in favour of any officer of the Company or any officer of any wholly owned subsidiary of the Company. (3) To the extent permitted by law, the Company may: (a) pay amounts by way of premium in respect of any contract effecting insurance on behalf or in respect of an officer or employee of any relevant company, including (without limitation) insurance against liability incurred by the officer or employee in the conduct of the business of the relevant company or in the actual or purported execution or discharge of the duties of the officer or employee; and (b) bind itself in any contract or deed with any officer or employee of any relevant company to pay those amounts.


 
Page 66 (4) Where the Directors consider it appropriate, the Company may: (a) give a former Director access to certain papers, including documents provided or available to the Directors and other papers referred to in those documents; and (b) bind itself in any contract with a Director or former Director to give the access. (5) In this Rule: (a) "officer" means: (i) a director, secretary or officer, or (ii) a person appointed as a trustee by, or acting as a trustee at the express request of, the Company or a wholly owned subsidiary of the Company, and includes a former officer. (b) "duties " includes duties and powers arising by reason of, or otherwise in connection with the appointment or nomination of the person by the Company or any relevant company to any other corporation. (c) "liability" means all costs, charges, losses, damages, expenses, penalties and liabilities of any kind including, in particular, legal costs incurred in defending any proceedings (whether criminal, civil, administrative or judicial) or appearing before any court, tribunal, government authority or other body. (d) "to the relevant extent" means: (i) to the extent the Company is not precluded by law from doing so; (ii) where the liability is incurred in the conduct of the business of another corporation or in the discharge of the duties of the officer in relation to another corporation, to the extent and for the amount that the officer is not entitled to be indemnified and is not actually indemnified out of the assets of that corporation; and (iii) to the extent and for the amount that the officer is not otherwise entitled to be indemnified and is not actually indemnified by another person (including, but without limitation, a subsidiary or an insurer under any insurance policy). (e) “relevant company” means the Company, any holding company of the Company, any body (whether or not incorporated) in which the Company or such holding company (or any predecessors of the Company or such holding company of the Company) has or had any interest (whether direct or indirect), any body that is in any way allied to or associated with the Company, and Rio Tinto plc and any of its subsidiaries.


 
Page 67 145. Change of control A. The purpose of this Rule is to place restrictions upon any person (other than a Permitted Person as defined below) who is entitled to or interested in shares in the Company or Rio Tinto plc or both which would otherwise enable such person to cast on a poll (directly, or indirectly through the Special Voting Share and Ordinary Shares held by any member of the Rio Tinto plc Group) 20 per cent or more of the votes generally exercisable on a Joint Decision at general meetings of the Company. If the person is only entitled to or interested in shares of one of Rio Tinto plc or Rio Tinto Limited, the restrictions only apply if that person is able to cast on a poll 30 per cent or more of the votes generally exercisable at general meetings of that company (excluding any votes attaching to the Special Voting Share or the Rio Tinto plc Special Voting Share). The restrictions include suspension of rights to attend and vote at general meetings, and suspension of the right to receive dividends and distributions. In certain circumstances the Board can compel divestment of the shares. B. In this Rule: (i) "Accepting Shareholder" means any person who has, in respect of the whole of that person's Entitlement to Ordinary Shares or Interest in Rio Tinto plc Ordinary Shares or both, accepted or given irrevocable undertakings to accept offers made under a takeover bid which complies with Chapter 6 of the Corporations Act or under a takeover offer which complies with the City Code on Takeovers and Mergers (or both); (ii) [deleted April 2009] (iii) "ADR Depositary" means a custodian or depositary or that person's nominee, approved by the Directors, under contractual arrangements with the Company by which such person or nominee holds Ordinary Shares and such person or another person issues American Depositary Receipts evidencing rights in relation to those shares or a right to receive them; (iv) "concert parties" means persons acting in concert within the meaning of the City Code on Takeovers and Mergers from time to time; (v) "Entitlement" means, in respect of shares, the Relevant Interest of a person or the person's Associates in those shares; (vi) "Holder" is as defined in paragraph (I) below; (vii) "Interest" in relation to shares in Rio Tinto plc, means any interest in Rio Tinto plc Ordinary Shares within the meaning of Sections 820 to 825 of the Original Act (except that of a bare trustee), provided that: (a) Section 820(4)(b) shall apply on the basis that the entitlement there referred to could arise under an agreement within the meaning of Sections 824(5) and (6); (b) an interest in Rio Tinto plc Ordinary Shares shall be disregarded if it is held by a market maker acting in that capacity, provided that such Rio Tinto plc


 
Page 68 Ordinary Shares do not represent 10 per cent or more of the votes generally exerciseable at general meetings of Rio Tinto plc (excluding any votes attaching to the Rio Tinto plc Special Voting Share) and subject to the market maker satisfying the criteria and complying with the conditions and operating requirements referred to in paragraph (viiA) below; (c) an interest in Rio Tinto plc Ordinary Shares shall be disregarded where: (I) in pursuance of arrangements made with the operator of a relevant system: (aa) securities of a particular aggregate value are on any day transferred by means of that system from a person ("A") to another person ("B"); (bb) the securities are of kinds and amounts determined by the operator-system; and (cc) the securities, or securities of the same kinds and amounts, are on the following day transferred by means of the relevant system from B to A; and (II) the securities comprise any Rio Tinto plc Ordinary Shares and for the purposes of this paragraph (c) any day which, in England and Wales, is a non-business day for the purposes of the Bills of Exchange Act 1882 of the United Kingdom is disregarded, and expressions which are used in the Uncertificated Securities Regulations 2001 (United Kingdom) shall have the same meanings as in those Regulations; (d) a person is not by virtue of Section 820(4)(b) of the Original Act to be taken to be interested in Rio Tinto plc Ordinary Shares by reason only that he or she has been appointed a proxy to vote at a specified meeting of Rio Tinto plc or of any class of its members and at any adjournment of that meeting, or has been appointed by a corporation to act as its representative at any meeting of Rio Tinto plc or of any class of its members; and "Interested" shall be construed accordingly. (viiA) "market maker" means a market maker, as such term is defined in the United Kingdom Financial Services Authority's Handbook of Rules and Guidance, who is in compliance with the conditions and operating requirements set out in Rule 5.1.4 of the DTRs; (viii) the "Original Act" means the Companies Act 2006 of the United Kingdom as in force at the date of adoption of Article 64 of the Rio Tinto plc Articles and notwithstanding any repeal, modification or re-enactment thereof after that date (including for the avoidance of doubt, any amendment, replacement or repeal by regulations made by the Secretary of State pursuant to section 828 of that Act to the definition of shares in section 792 or to the provisions as to what is taken to be an interest in shares in section 820), and the "DTRs" means the Disclosure and Transparency Rules of the UK Listing Authority as amended from time to time.


 
Page 69 (ix) "Permitted Holding" means: (a) any Entitlement to Ordinary Shares, arising as a result of two or more persons becoming Associates, in relation to the acquisition of which an exemption or declaration under section 655A of the Corporations Act is in force, with the effect that the acquisition of such Entitlement would not breach section 606 of the Corporations Act; (b) any Entitlement to shares in the Company or any Interest in Rio Tinto plc Ordinary Shares held solely by a person as a bare trustee or by a person who, if the incidents of that person's Entitlement or Interest were governed by the laws of Australia, would in the opinion of the Directors be regarded as a bare trustee in respect of that Entitlement or Interest; (c) any Entitlement of a person to shares in the Company or any Interest of a person in any Rio Tinto plc Ordinary Shares which under arrangements approved by the Directors of the Company and directors of Rio Tinto plc respectively have been allotted or issued with a view to that person (or purchasers from that person) offering the same to the public within a period not exceeding three months from the date of the relevant allotment or issue; (d) any Entitlement of a person to shares in the Company or any Interest of a person in any Rio Tinto plc Ordinary Shares which the Directors are satisfied is held by virtue only of that person being entitled to exercise or control the exercise of 20% or more of the voting power at general meetings of another company which is a Permitted Person; and (e) any Entitlement or Interest of a Permitted Person, other than RTL Shareholder SVC or RTP Shareholder SVC; (x) "Permitted Person" means: (a) any member of the Rio Tinto Limited Group; (b) any member of the Rio Tinto plc Group; (c) RTL Shareholder SVC; (d) RTP Shareholder SVC; (e) an ADR Depositary, acting in that capacity; (f) The Depositary Trust Company or any successor and/or the nominee of either of them acting in the capacity of a clearing agency in respect of dealings in American Depositary Receipts; (g) a Recognised Person; (h) a trustee (acting in that capacity) of any employee incentive scheme of the Company or of Rio Tinto plc; (i) any person (an "Offeror") who has made an offer to acquire all the outstanding Rio Tinto plc Ordinary Shares (other than those already owned by the Offeror) which may, if the Offeror so decides, be conditional upon an


 
Page 70 offer which has been made by the Offeror or by a related entity (as defined in the Corporations Act) of the Offeror (on terms which satisfy each of sub- paragraphs (I), (II) and (III) of Article 64(B)(xii)(i) of the Rio Tinto plc Articles) to acquire all the outstanding Ordinary Shares (other than those already owned by the Offeror) becoming unconditional and shall: (I) be unconditional when made or contain only such conditions as are mandatory under the City Code on Takeovers and Mergers; (II) disclose the highest price or value of consideration given for Ordinary Shares by the Offeror or its Associates and for Rio Tinto plc Ordinary Shares by the Offeror and its concert parties since the beginning of the period commencing 12 months before the date on which the Offeror became a Relevant Person and include a cash offer (or an offer with a cash alternative) to acquire all the Rio Tinto plc Ordinary Shares (other than those already directly or indirectly owned by the Offeror) at a price per Rio Tinto plc Ordinary Share which (subject to paragraph (xviii)) is not less than the higher of: (aa) the highest price or value of consideration paid or given for Ordinary Shares by the Offeror or its Associates since the beginning of the period commencing 12 months before the date on which the Offeror became a Relevant Person divided by the Equalisation Fraction as at the date of the offer and converted into sterling. Such conversion shall be made at the closing mid-point spot sterling-Australian dollars exchange rate on the date on which the Offeror became a Relevant Person as published in the Financial Times; and (bb) the highest price or value of consideration paid or given for Rio Tinto plc Ordinary Shares by the Offeror or its concert parties in sterling (or equivalent, converted into sterling by a method comparable to that set out in sub-paragraph (aa)) since the beginning of the period commencing 12 months before the date on which the Offeror or any of its Associates or concert parties became a Relevant Person, provided that if no such shares have been acquired by the Offeror or any of its Associates or concert parties during that period the price (subject to paragraph (xviii)) shall be not less than the higher of: (cc) the weighted average sale price derived from the Australian Securities Exchange in respect of Ordinary Shares on the Business Day preceding the date on which the offer is announced divided by the Equalisation Ratio as at that Business Day and converted into sterling at the closing mid-point spot sterling-Australian dollar exchange


 
Page 71 rate as at such date as published in the Financial Times; and (dd) the middle market quotation derived from the London Stock Exchange Daily Official List in respect of a Rio Tinto plc Ordinary Share on the dealing day preceding the date on which the offer is announced; and (III) comply with the provisions of the City Code on Takeovers and Mergers as if it were an offer made under Rule 9 of that Code; provided that if the terms of any such offer would, at the time it would be required to be made, be illegal or contravene any applicable law or regulatory requirements (including the Corporations Act) then the offer shall be on such terms as may be necessary to comply with such applicable law or regulatory requirement but otherwise shall approximate as far as is possible the requirements set out in (I) to (III) above and provided further that references to the price paid for an Ordinary Share or a Rio Tinto plc Ordinary Share shall be deemed to include the price paid for an interest through an American Depositary Receipt representing such a share converted into sterling or Australian dollars as appropriate at the closing mid point exchange rate of the purchase currency and sterling or Australian dollars (as appropriate) on the date of acquisition of such interest obtained from the Financial Times (in the case of Rio Tinto plc Ordinary Shares) or from the Australian Financial Review (in the case of Ordinary Shares); (j) any person who: (I) owns directly or indirectly Publicly-held Rio Tinto Limited Ordinary Shares which carry the right to cast more than 50 per cent of the total votes attaching to all Publicly-held Rio Tinto Limited Ordinary Shares capable of being cast on a poll at a general meeting; and (II) owns directly or indirectly Publicly-held Rio Tinto plc Ordinary Shares which carry the right to cast more than 50 per cent of the total votes attaching to all Publicly-held Rio Tinto plc Ordinary Shares capable of being cast on a poll at a general meeting of Rio Tinto plc, and has reached that level of ownership either by receiving acceptances under an offer to acquire all the outstanding Ordinary Shares and Rio Tinto plc Ordinary Shares (other than those already owned by that person) or as a result of a compromise or arrangement approved by the Court under Part 5.1 of the Corporations Act or a scheme of arrangement approved by the High Court of England or by any combination of these; (k) any concert party or Associate of an Offeror; (xi) "Recognised Person" means a clearing house or a nominee of a recognised clearing house or of a recognised investment exchange;


 
Page 72 (xii) "Relevant Holding" means an Interest in Rio Tinto plc Ordinary Shares or an Entitlement to Ordinary Shares or both (disregarding any part of that Interest or Entitlement which is a Permitted Holding) which together would otherwise enable its holder to cast on a poll (either directly as a member of the Company or through any votes which may be cast by the holder of the Special Voting Share to reflect votes which such holder is entitled to cast at a general meeting of Rio Tinto plc in respect of Rio Tinto plc Ordinary Shares) 20 per cent or more of the total votes attaching to all share capital of the Company of all classes on a Joint Decision (assuming that all the Publicly-held Rio Tinto plc Ordinary Shares including those comprised in such Interest were voted on the equivalent resolution at the nearly contemporaneous general meeting of Rio Tinto plc and counted in calculating the votes attached to the Special Voting Share on such decision), AND IN ADDITION if the Interest or Entitlement is in one company only then: (a) if it does not include any Interest in Rio Tinto plc Ordinary Shares, the Entitlement to Ordinary Shares or other shares of the Company (other than the Special Voting Share) carry the right on a poll to cast 30 per cent or more of the total votes attaching to all share capital of the Company of all classes (apart from the Special Voting Share) taken as a whole and capable of being cast on a poll at a general meeting of the Company; or (b) if it does not include any Entitlement to Ordinary Shares, the Interest in Rio Tinto plc Ordinary Shares (other than the Rio Tinto plc Special Voting Share) carry the right on a poll to cast 30 per cent or more of the total votes attaching to all share capital of Rio Tinto plc of all classes (apart from the Rio Tinto plc Special Voting Share) taken as a whole and capable of being cast at a general meeting of Rio Tinto plc; (xiii) "Relevant Interest" means a relevant interest in respect of a share as that term is defined by the Corporations Act; (xiv) "Relevant Person" means any person (whether or not identified) who has a Relevant Holding or any Excluded Rio Tinto plc Holder; (xv) "Relevant Shares" means all the Ordinary Shares to which a Relevant Person or an Excluded Rio Tinto plc Holder has an Entitlement; (xvi) "Required Disposal" means a disposal or disposals of such a number of Relevant Shares (or interests therein) as will cause a Relevant Person to cease to be a Relevant Person, not being a disposal to another Relevant Person (other than a Permitted Person) or a disposal which constitutes any other person (other than a Permitted Person) a Relevant Person; (xvii) references to the Australian Financial Review include, if that newspaper ceases to be published or fails to publish the relevant information, any other daily newspaper circulating in Melbourne nominated by the Board which does publish the relevant information, and references to the Financial Times means the London Edition and includes, if that newspaper ceases to be published or fails to publish the relevant


 
Page 73 information, any other daily newspaper circulating in London nominated by the Board which does publish the relevant information; (xviii) references in paragraphs (aa), (bb), (cc) and (dd) of paragraph (B)(x)(i)(II) to "price" or "value of consideration" mean such price or value: (a) adjusted to reflect the effect of any share consolidation or subdivision, allotment of shares, rights issue, issue of options, issue of convertible securities or reduction of capital which occurred after that price or consideration was paid or given and before the offer to acquire all the Rio Tinto plc Ordinary Shares referred to in paragraph (B)(x)(i)(II) occurred; and (b) adjusted to reflect the net amount of any dividend which had been declared or announced at the time the price or consideration was paid or given if the shares acquired were at that time trading cum-dividend and at the time of the offer the shares are trading ex-dividend or vice versa, and the certificate of the Auditor stating the appropriate amount of an adjustment required by (a) or (b) shall be conclusive. C. [deleted April 2009] D. If, to the knowledge of the Directors, any person other than a Permitted Person is or becomes a Relevant Person (including, without limitation, by virtue of being deemed to be one), the Directors shall (except as provided otherwise by paragraph (E) or (G) below) give notice to that Relevant Person and to any other person who appears to the Directors to have Entitlements to the Relevant Shares and, if different, to the registered holders of those shares. The notice shall: (i) set out the restrictions referred to in paragraph (E) below; (ii) state that the addressee of the notice is required to make a Required Disposal or procure that a Required Disposal is made by a time specified in the notice being such time as the Directors shall consider most appropriate not being less than 7 days nor more than 60 days after the date on which the notice is given to the addressee (the "Specified Time") unless by that time either: (a) the Relevant Person has become a Permitted Person; or (b) the Directors have resolved in good faith that either the person stated in the notice to be a Relevant Person is not a Relevant Person or the addressee does not have an Entitlement to the shares which would otherwise have to be disposed of; and (iii) set out such other requirements or restrictions as the Directors shall consider necessary to ensure that by the Specified Time there is no Relevant Person (other than a Permitted Person) in relation to the Relevant Shares concerned. If the Relevant Shares are held by an ADR Depositary, the notice shall also state that: (a) a specified purchaser or purchasers (the "Relevant Purchaser(s)") (excluding the ADR Depositary itself) or Holder or Holders (the "Relevant Holder(s)"), as the case


 
Page 74 may be, is or are believed or deemed to be Relevant Persons or is or are believed or deemed to be purchasers or Holders through which a Relevant Person or Relevant Persons has or have an Entitlement in either case as specified in the notice; and (b) the Directors believe that each Relevant Purchaser or Relevant Holder or the Relevant Person or Relevant Persons believed or deemed to have an Entitlement through such Relevant Purchaser or Relevant Holder, as the case may be, is or are deemed to have an Entitlement in a specific number of Relevant Shares. The Directors may extend the period in which any such notice is required to be complied with by up to 30 days and may withdraw any such notice (whether before or after the expiration of the period referred to) if it appears to them that there is no Relevant Person in relation to the shares concerned. E. A holder of a Relevant Share on whom a notice has been served in accordance with paragraph (D) above shall not in respect of that share be entitled, until such time as the Directors are satisfied that no Relevant Person has an Entitlement to that share or the notice has been withdrawn: (a) to attend or vote at any general meeting of the Company or meeting of any class of shares of the Company, or to exercise any other right conferred by membership in relation to any such meeting (this restriction being in addition to the provisions of Rule 74(b)); (b) to receive any dividend or other distribution which would otherwise be payable in respect of a Relevant Share, which shall be retained by the Company without any liability to pay interest when the money or distribution is finally paid or given to the member; or (c) to elect to receive shares in lieu of any dividend or distribution referred to in (b) above. If the requirements of any notice under paragraph (D) above have not been complied with by the Specified Time (or such later time as may be permitted pursuant to that paragraph) then the Directors shall take such action as is within their power to ensure that a Required Disposal is made as soon as is reasonably practicable and, for this purpose, they shall make such arrangements as they deem appropriate including, without limitation, appointing any person on behalf of the holder or holders of the Relevant Shares to execute any documents, to take such other action as that person may deem necessary or expedient and to receive and give good discharge for the purchase price. Brokerage, stamp duty and any other costs of the transfer shall be paid out of the sale proceeds. The net proceeds of any sale under this paragraph shall be paid to the shareholder who held the Relevant Shares sold under this paragraph provided that the shareholder has delivered to the Company such documents or information as may be reasonably required by the Directors. Upon the name of the purchaser being entered in the Register in purported exercise of the powers under this paragraph, the validity of the sale by way of a Required Disposal shall not be challenged by any person. The Directors may not authorise a Required Disposal of any Ordinary Shares held by an Accepting Shareholder during a period in which offers for


 
Page 75 both Ordinary Shares and Rio Tinto plc Voting Shares remain open for acceptance and are not required to give notice under paragraph (D) above in respect of the Ordinary Shares of such an Accepting Shareholder. F. Without prejudice to the provisions of the Corporations Act, the Directors may assume without enquiry that a person is not a Relevant Person unless the information contained in the registers kept by the Company under the Corporations Act appear to the Directors to indicate to the contrary or the Directors have reason to believe otherwise, in which circumstances the Directors shall make reasonable enquiries to discover whether any person is a Relevant Person. G. The Directors shall not be obliged to give any notice required under this Rule to be given to any person if they do not know either that person's identity or address. The absence of such a notice in those circumstances and any accidental error in or failure to give any notice to any person to whom notice is required to be given under this Rule shall not prevent the implementation of, or invalidate, any procedure under this Rule. H. If any Director has reason to believe that a person (not being a Permitted Person) is a Relevant Person, the Director shall inform the other Directors. I. A person (a "Holder") who has an Entitlement evidenced by an American Depositary Receipt shall be deemed for the purposes of this Rule to have an Entitlement to the number of shares in the Company in respect of which rights are evidenced by such Receipt and not (in the absence of any other reason why the Holder would be so treated) in the remainder of the shares in the Company held by the ADR Depositary. J. Where a Recognised Person has an Entitlement in that capacity under arrangements recognised by the Company for the purposes of this Rule any person who has rights in relation to shares in the Company in which such a Recognised Person has an Entitlement shall be deemed to have an Entitlement in the number of shares in the Company for which such a Recognised Person is or may become liable to account to that person and any Entitlement which (by virtue of being a tenant in common in relation to an interest in shares in the Company so held by such a Recognised Person) that person would otherwise be treated for the purposes of this Rule as having in a larger number of shares in the Company shall (in the absence of any other reason) be disregarded. K. This Rule shall apply notwithstanding any provision in any other of these Rules which is inconsistent with or contrary to it. 146. Restricted securities If the Company at any time has on issue share capital classified by the Australian Securities Exchange as restricted securities, then despite any other provision of this Constitution: (a) a holder of restricted securities must not dispose of, or agree or offer to dispose of, the restricted securities during the escrow period applicable to those securities except as permitted by the Listing Rules or the Australian Securities Exchange; (b) if the restricted securities are in the same class as the Company’s quoted securities, the holder will be taken to have agreed in writing that the restricted


 
Page 76 securities are to be kept on the Company’s issuer sponsored subregister and are to have a holding lock applied for the duration of the escrow period applicable to those securities; (c) the Company must refuse to acknowledge any disposal (including, without limitation, to register any transfer) of the restricted securities during the escrow period applicable to those securities except as permitted by the Listing Rules or the Australian Securities Exchange; (d) a holder of restricted securities will not be entitled to participate in any return of capital on those securities during the escrow period applicable to those securities except as permitted by the Listing Rules or the Australian Securities Exchange; and (e) if a holder of restricted securities breaches a restriction deed or a provision of this Constitution restricting a disposal of those securities the holder will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of those securities for so long as the breach continues. 147. Unmarketable parcels 147.1 Application of this Rule The provisions of this Rule 147 have effect notwithstanding any provision in this Constitution to the contrary. 147.2 Definitions For the purposes of this Rule 147 the following definitions apply, unless the context requires otherwise: (a) Divestment Notice has the meaning set out in Rule 147.3. (b) Notified Member means a member who has been sent a Divestment Notice. (c) Prescribed Member means a member who holds less than a Marketable Parcel of shares in the Company but does not include a Prescribed New Member. (d) Prescribed New Member means a member who holds less than a Marketable Parcel of shares in the Company where: (i) that holding is a new holding created by the transfer of a parcel of shares that was less than a Marketable Parcel at the time a proper ASTC transfer was initiated or a paper based transfer was lodged; and (ii) the transfer referred to in paragraph (i) occurred after the date on which this Rule came into effect. (e) Specified Period has the meaning set out in Rule 147.3. (f) The terms ‘Marketable Parcel’ and ‘Takeover’ have the same meaning as they are given in the Listing Rules and the terms ‘Certificated Holding’, ‘CHESS Holding’, ‘Holding Adjustment’ and ‘Issuer Sponsored Holding’ have the same meaning as they are given in the ASTC Settlement Rules.


 
Page 77 (g) Where, under this Rule 147, powers are conferred on the Secretary, such powers may be exercised either by the Secretary or by any person nominated by the Secretary. 147.3 Service of a Divestment Notice (a) If the Secretary determines that a member is a Prescribed Member or a Prescribed New Member, the Secretary may, by notice in writing (a Divestment Notice), notify the member that the member is a Prescribed New Member or a Prescribed Member (as the case may be). (b) A Divestment Notice must state that the Company intends to dispose of the Notified Member’s shares in accordance with this Rule 147 after the expiry of the time period specified in the Divestment Notice (the Specified Period). The Specified Period must be: (i) in the case of a Divestment Notice notifying the member that the member is a Prescribed Member – at least six weeks from the date the Divestment Notice was sent; and (ii) in the case of a Divestment Notice notifying the member that the member is a Prescribed New Member – at least seven days from the date the Divestment Notice was sent. (c) Subject to 147.3(d), each Notified Member is deemed irrevocably to have appointed the Company as the member’s agent to sell all of their shares to an arm’s length purchaser, following the end of the Specified Period in the relevant Divestment Notice, and to receive the sale proceeds on behalf of the member, though nothing in this Rule obliges the Company to sell those shares. For the purposes of such a sale, the Company may initiate a Holding Adjustment to move all shares held by a member from a CHESS Holding to an Issuer Sponsored Holding or a Certificated Holding or take any other action the Company considers necessary or desirable to effect the sale and transfer of the shares. (d) Where a Prescribed Member gives written notice to the Company before the end of the Specified Period in the relevant Divestment Notice that the member desires its shareholding to be exempted from this Rule 147, the Company must not sell that shareholding as a result of that Divestment Notice. (e) The Secretary may, in respect of any sale of a member’s shares in the Company under this Rule 147: (i) execute on behalf of such member an instrument of transfer of all of the member’s shares in the Company in such manner and form as the Secretary considers necessary and to deliver such share transfer to the purchaser; and (ii) take any other action on behalf of any such member or the Company as the Secretary considers necessary to effect the sale and transfer of those shares.


 
Page 78 (f) Notwithstanding any other provision of this Rule 147, none of the provisions of this Rule 147 shall apply in respect of any of the Equalisation Share, the Special Voting Share or the DLC Dividend Share. 147.4 Rights of purchaser (a) A certificate under the hand of the Secretary to the effect that shares sold under this Rule 147 have been duly sold will discharge the purchaser from all liability in respect of the purchase of those shares. (b) A purchaser of shares sold under this Rule 147 will, upon being entered in the Register as the holder of the shares, have title to the shares which is not affected by any irregularity or invalidity in the actions of the Company pursuant to this Rule 147 and will not be bound to see to the application of the purchase money or other consideration. 147.5 Sale proceeds to members (a) Subject to paragraph 147.5(b), if: (i) a member’s shares in the Company are sold by the Company on the member’s behalf under this Rule 147; and (ii) any certificate relating to the shares the subject of the sale has been received by the Company (or the Company is satisfied that the certificate has been lost or destroyed), the Company must, within 60 days after completion of the sale, cause the proceeds of sale to be sent to the member entitled to those proceeds (or, in the case of joint holders, to that one whose name stands first in the Register in respect of the joint holding). Payment may be made in any manner and by means as determined by the Board and is at the risk of the former member. (b) In the case of a sale of Prescribed New Member’s shares in accordance with this Rule 147, the Company is entitled to deduct (and keep) from the proceeds of sale, the costs of the sale as determined by the Company. In any other case, the Company or a purchaser must bear the costs of sale. The costs of sale include all stamp duty, brokerage and government taxes and charges (except for tax on income or capital gains of the member) payable by the transferor. 147.6 Member’s remedy The remedy of any member to whom this Rule 147 applies in respect of the sale of that member’s shares is hereby expressly limited to a right of action in damages against the Company to the exclusion of any other right, remedy or relief against any other person. 147.7 Suspension of rights Unless the Directors determine otherwise, where a Divestment Notice is sent to a Prescribed New Member in accordance with Rule 147.3, then, notwithstanding any other provision in this Constitution, the rights to receive dividends and to vote attaching to the shares of the member the subject of the Divestment Notice are suspended until the shares are transferred to a new holder or the member ceases to be a Prescribed New Member.


 
Page 79 Any dividends that would, but for this Rule 147.7, have been paid to a member must be held by the Company and paid to the member within 60 days after the later of the date the shares of the member are transferred or the date the member ceases to be a Prescribed New Member. 147.8 Determination binding Any determination made by or on behalf of the Company (including any determination made by the Secretary) under this Rule 147, shall be binding on, and conclusive against (in the absence of a manifest error), a member. 147.9 Company’s power to sell Notwithstanding anything else: (a) subject to paragraph 147.9(b), the provisions of this Rule 147 may be invoked in respect of Prescribed Members only once in any 12 month period; and (b) from the date on which there is publicly announced a Takeover in respect of the Company’s shares until the close of the offers under that Takeover, the Company’s powers under this Rule 147 to sell the shares of a Prescribed Member cease to have any force or effect.


 

Exhibit 2.1
Description of rights of securities registered under Section 12 of the Securities Exchange Act of 1934
As of 31 December 2024, Rio Tinto plc and Rio Tinto Limited (together, “Rio Tinto” and the “Company”) had the following series of securities registered pursuant to Sections 12(b) of the Exchange Act of 1934.
Title of Each ClassTrading
Symbol
Name of Each Exchange
on which Registered
Title of Each ClassTrading
Symbol
Name of Each Exchange
on which Registered
American Depository Shares*RIONew York Stock Exchange---
Ordinary Shares of 10p each**New York Stock Exchange
2.750% Notes due 2051New York Stock Exchange2.750% Notes due 2051New York Stock Exchange
4.125% Notes due 2042New York Stock Exchange4.125% Notes due 2042New York Stock Exchange
4.750% Notes due 2042New York Stock Exchange4.750% Notes due 2042New York Stock Exchange
5.000% Notes due 2033New York Stock Exchange5.000% Notes due 2033New York Stock Exchange
5.125% Notes due 2053New York Stock Exchange5.125% Notes due 2053New York Stock Exchange
5.200% Notes due 2040New York Stock Exchange5.200% Notes due 2040New York Stock Exchange
7.125% Notes due 2028New York Stock Exchange7.125% Notes due 2028New York Stock Exchange
*    Evidenced by American Depositary Receipts. Each American Depositary Share Represents one Rio Tinto plc Shares of 10p each
**    Not for trading, but only in connection with the listing of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission
American Depositary Shares (“ADSs”) representing one ordinary shares of Rio Tinto plc (the “shares”) are listed and traded on the New York Stock Exchange and, in connection with this listing (but not for trading), the shares are registered under Section 12(b) of the Exchange Act. Shares underlying the ADSs are held by JPMorgan Chase Bank, N.A., as depositary, and holders of ADSs will not be treated as holders of the shares.
This exhibit contains a description of the rights of (i) the holders of shares; (ii) ADS holders; (iii) 2.750% Notes due 2051; (iv) 4.125% Notes due 2042; (v) 4.750% Notes due 2042; (vi) 5.000% Notes due 2033; (vii) 5.125% Notes due 2053; (viii) 5.200% Notes due 2040; (ix) 5.200% Notes due 2040; (x) 5.200% Notes due 2040 and (xi) 7.125% Notes 2028.
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SHARES
Item 9. Listing
Item 9.A.3. Preemptive Rights
For additional details, see below, “Variation of rights”.
Item 9.A.5. Type and Class of Securities
Rio Tinto plc’ has issued and fully paid up capital of 10p each. The number of shares that have been issued as of the last day of the financial year ended December 31, 2024 was 1,255,944,847.
Item 9.A.6. Limitations or Qualifications
Rio Tinto plc’s other share classes are: Special Voting share of 10 pence each, DLC Dividend share and Equalisation Share of 10p each (together, the “Other Shares”).
Details of how each Other Share limits or qualifies the rights of the shares is provided below.
Dual listed companies structure
In 1995, Rio Tinto shareholders approved the terms of the dual listed companies’ merger (the DLC structure). The aim was to put shareholders of both companies in substantially the same position they would be in if they held shares in a single entity owning all assets of both companies.
Following the approval of the DLC structure, both companies entered into a DLC Merger Sharing Agreement (the Sharing Agreement). As part of this both companies agreed to be managed in a unified way, to share the same Board of Directors, and to put in place arrangements to provide shareholders of both companies with a common economic interest in the DLC structure.
To achieve this third objective, the Sharing Agreement fixed the ratio of dividend, voting and capital distribution rights attached to each Rio Tinto plc share and each Rio Tinto Limited share at an Equalisation Ratio of 1:1. This has remained unchanged ever since, although the Sharing Agreement makes clear this can be revised in special circumstances, for example where certain modifications are made to the share capital of one company (such as rights issues, bonus issues, share splits and share consolidations) but not to the other.
Outside the circumstances specified in the Sharing Agreement, the Equalisation Ratio can only be altered with the approval of shareholders under the class rights action approval procedure, described in the Voting arrangements section below. Any adjustments must be confirmed by the Group’s external auditors.
Consistent with the DLC structure, the directors of both companies aim to act in the best interests of Rio Tinto as a whole. The class rights action approval procedure exists to deal with instances where there may be a conflict of interest between the shareholders of the two companies.
To ensure that the Boards of both companies are identical, resolutions to appoint or remove directors must be put to shareholders of both companies as Joint Decisions, described in the Voting arrangements section below. The Articles of Association of Rio Tinto plc and the Constitution of Rio Tinto Limited make clear that a person can only be a director of one company if he or she is also a director of the other. This means that if a person were removed as a director of Rio Tinto plc, he or she would also cease to be a director of Rio Tinto Limited.
One consequence of the DLC merger is that Rio Tinto is subject to a wide range of laws, rules and regulatory reviews across multiple jurisdictions. Where these rules differ, Rio Tinto will comply with the requirements in each jurisdiction at a minimum.
Dividend arrangements
The Sharing Agreement ensures that dividends paid on Rio Tinto plc and Rio Tinto Limited shares are equalised on a net cash basis without taking into account any associated tax credits. Dividends are determined in US dollars and (with the exception of ADR holders, paid in sterling and Australian dollars), both companies are required to announce and pay dividends and other distributions at the same time or as close to this as possible.
The payment of dividends between companies and their subsidiaries, including the payment of dividends on the DLC dividend shares, provides the Group with flexibility to manage internal funds and distributable reserves to enable the payments of equalised dividend or equalised capital distributions.
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If the payment of an equalised dividend would contravene the law applicable to one of the companies, they can depart from the Equalisation Ratio. In that situation, the relevant company must put aside reserves for payment on the relevant shares at a later date.
Rio Tinto shareholders have no direct rights to enforce the dividend equalisation provisions of the Sharing Agreement.
Voting arrangements
In principle, the Sharing Agreement enables the shareholders of Rio Tinto plc and Rio Tinto Limited to vote as a joint electorate on any matters that affect them in similar ways. These are referred to as Joint Decisions, and include the creation of new classes of share capital, the appointment or removal of directors and auditors, and the receiving of annual financial statements. All shareholder resolutions that include Joint Decisions are voted on a poll.
The Sharing Agreement also protects shareholders of both companies by requiring joint approval for decisions that do not affect the shareholders of both companies equally. These are known as class rights actions, and are voted on a poll. For example, fundamental elements of the DLC structure cannot be changed unless approved separately by the shareholders of both companies.
Exceptions to these principles can arise in situations such as where legislation requires the separate approval of a decision by the appropriate majority of shareholders in one company, and where approval of the matter by shareholders of the other company is not required.
Where a matter has been expressly categorised as either a Joint Decision or a class rights action, the directors cannot change that categorisation. If a matter falls within both categories, it is treated as a class rights action. In addition, if an issue is not expressly listed in either category, directors can decide how it should be put to shareholders for approval.
To support joint voting arrangements, both companies have entered into shareholder voting agreements, where a Special Voting Share is issued to a special purpose company (SVC) and held in trust for shareholders by a common trustee. Rio Tinto plc (RTP) has issued its Special Voting Share (RTP Special Voting Share) to Rio Tinto Limited (RTL) Shareholder SVC, while Rio Tinto Limited has issued its Special Voting Share (RTL Special Voting Share) to RTP Shareholder SVC. The total number of votes cast on Joint Decisions by the shareholders of one company are decided at a parallel meeting of the other company. The exact role of these SVCs is described below.
In exceptional circumstances, certain shareholders can be excluded from voting at their respective company’s general meetings. For example, they may have acquired shares in the other company in excess of a given threshold without making an offer for all the shares in the other company. In this situation, votes cast by these excluded shareholders are disregarded.
Following the companies’ general meetings, the overall results of the voting are announced to relevant stock exchanges and the media, and published on the Rio Tinto website.
At a Rio Tinto plc shareholders’ meeting during which a Joint Decision is considered, each Rio Tinto plc share carries one vote. The holder of the Special Voting Share has one vote for each vote cast by the public shareholders of Rio Tinto Limited in their parallel meeting. The holder of the Special Voting Share must vote in accordance with the votes cast by public shareholders for and against the equivalent resolution at the parallel Rio Tinto Limited shareholders’ meeting. The holders of Rio Tinto Limited ordinary shares do not hold voting shares in Rio Tinto plc by virtue of their holding in Rio Tinto Limited, and cannot enforce the voting arrangements relating to the Special Voting Share.
Similarly, at a Rio Tinto Limited shareholders’ meeting during which a Joint Decision is considered, each Rio Tinto Limited share carries one vote and the holder of its Special Voting Share will have one vote for each vote cast by the public shareholders of Rio Tinto plc in their parallel meeting. The holder of the Special Voting Share must vote in accordance with the votes cast for and against the equivalent resolution at the parallel Rio Tinto plc shareholders’ meeting. The holders of Rio Tinto plc ordinary shares do not hold any voting shares in Rio Tinto Limited by virtue of their holding in Rio Tinto plc, and cannot enforce the voting arrangements relating to the Special Voting Share.
Capital distribution arrangements
If either company goes into liquidation, the Sharing Agreement ensures a valuation is made of the surplus assets of both companies. If the surplus assets available for distribution by one company on each of the shares held by its shareholders exceed the surplus assets available for distribution by the other company on each of the shares held by its shareholders, then an equalising payment must be made – to the extent permitted by applicable law – such that the amount available for distribution on each share held by shareholders of both companies reflects the Equalisation Ratio.
The aim is to ensure the shareholders of both companies have equivalent entitlements to the assets of the combined Group on a per share basis, taking account of the equalisation ratio.
The Sharing Agreement does not grant any enforceable rights to the shareholders of either company upon liquidation of either company.
3


Limitations on ownership of shares and merger obligations
The laws and regulations of the UK and Australia impose restrictions and obligations on persons who control interests in publicly listed companies in excess of defined thresholds. These can include an obligation to make a public offer for all outstanding issued shares of the relevant company. The threshold applicable to Rio Tinto plc under UK law and regulations is 30% and to Rio Tinto Limited under Australian law and regulations is 20% on both a standalone and Joint Decision basis.
As part of the DLC merger, the Articles of Association of Rio Tinto plc and the Constitution of Rio Tinto Limited were amended with the aim of extending these laws and regulations to the combined enterprise. This amendment also ensures that a person cannot exercise control over one company without having made offers to the public shareholders of both companies.
This guarantees the equal treatment of both sets of shareholders, and that the two companies are considered as a single economic entity. The Articles of Association of Rio Tinto plc and the Constitution of Rio Tinto Limited impose restrictions on any person who controls, directly or indirectly, 20% or more of the votes on a Joint Decision. If, however, such a person has an interest in either Rio Tinto Limited or Rio Tinto plc only, then the restrictions only apply if they control, directly or indirectly, 30% or more of the votes at that company’s general meetings.
If one of these thresholds is exceeded, the person cannot attend or vote at general meetings of the relevant company, cannot receive dividends or other distributions from the relevant company, and may be divested of their interest by the directors of the relevant company (subject to certain limited exceptions and notification by the relevant company). These restrictions continue to apply until that person has either made a public offer for all the publicly held shares of the other company, has reduced their controlling interest below the thresholds specified, or has acquired through a permitted means at least 50% of the publicly held shares of each company.
This arrangement ensures that offers for the publicly held shares of both companies would be required to avoid the restrictions set out above, even if the interests that breach the thresholds are held in just one of the companies. The directors do not have the discretion to exempt a person from the operation of these rules.
Under the Sharing Agreement, the companies agree to co-operate to enforce the above restrictions contained in their Articles of Association and Constitution.
Guarantees
In 1995, each company entered into a deed poll guarantee in favour of creditors of the other company. In addition, each company guaranteed the contractual obligations of the other and the obligations of other persons guaranteed by the other company, subject to certain limited exceptions.
Beneficiaries under deed poll guarantees can make demands on the relevant guarantor without first having recourse to the company or persons whose obligations are being guaranteed. The obligations of the guarantor under each deed poll guarantee expire upon termination of the Sharing Agreement and under other limited circumstances, but only in respect of obligations arising after such termination and, in the case of other limited circumstances, the publication and expiry of due notice.
The shareholders of the companies cannot enforce the provisions of the deed poll guarantees in relation to their interest in the shares of the other company.
Item 9.A.7. Other Rights
Not applicable.
Item 10. Memorandum and articles of association
Item 10.B.3. Rights of the Shares
Dividend rights
For additional details, see “Dividend arrangements” above.
Voting
Voting at any general meeting of shareholders on a resolution on which the holder of the Special Voting Share is entitled to vote shall be decided by a poll, and any other resolution shall be decided by a show of hands unless a poll has been duly demanded. On a show of hands, every shareholder who is present in person or by proxy (or other duly authorised representative) and is entitled to vote, has one vote regardless of the number of shares held. The holder of the Special Voting Share is not entitled to vote in a show of hands. On a poll, every shareholder who is present in person or by proxy (or other duly authorised representative) and is entitled to vote, has one vote for every ordinary share for which he or she is the holder. In the case of Joint Decisions, the holder of the Special Voting Share has one vote for each vote cast in respect of the publicly held shares of the other company.
A poll may be demanded by any of the following:
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the chairman of the meeting;
at least five shareholders entitled to vote on the resolution;
any shareholder(s) representing in the aggregate not less than one tenth (Rio Tinto plc) or one 20th (Rio Tinto Limited) of the total voting rights of all shareholders entitled to vote on the resolution;
any shareholder(s) holding Rio Tinto plc shares conferring a right to vote at the meeting on which there have been paid-up sums in the aggregate equal to not less than one tenth of the total sum paid up on all the shares conferring that right; or
the holder of the Special Voting Share of either company.
A proxy form gives the proxy the authority to demand a poll, or to join others in demanding one.
The necessary quorum for a Rio Tinto plc general meeting is three members present (in person or by proxy or other duly authorised representative) and entitled to vote. For a Rio Tinto Limited general meeting it is two members present (in person or by proxy or other duly authorised representative).
Matters are transacted at general meetings by the proposing and passing of resolutions as:
ordinary resolutions (for example the election of directors), which require the affirmative vote of a majority of persons voting at a meeting for which there is a quorum; and
special resolutions (for example amending the Articles of Association of Rio Tinto plc or the Constitution of Rio Tinto Limited), which require the affirmative vote of not less than three-quarters of the persons voting at a meeting at which there is a quorum.
The Sharing Agreement further classifies resolutions as Joint Decisions and class rights actions.
Annual general meetings must be convened with 21 days’ written notice for Rio Tinto plc and with 28 days’ notice for Rio Tinto Limited. In accordance with the authority granted by shareholders at the Rio Tinto plc AGM in 2020, other meetings of Rio Tinto plc may be convened with 14 days’ written notice for the passing of a special resolution, and with 14 days’ notice for any other resolution, depending on the nature of the business to be transacted. All meetings of Rio Tinto Limited require 28 days’ notice. In calculating the period of notice, any time taken to deliver the notice and the day of the meeting itself are not included. The notice must specify the nature of the business to be transacted.
Directors interests
Under Rio Tinto plc’s Articles of Association, a director may not vote in respect of any proposal in which he or she, or any other person connected with him or her, has any interest, other than by virtue of his or her interests in shares or debentures or other securities of, in or through the company, except in certain circumstances, including in respect of resolutions:
indemnifying him or her or a third party in respect of obligations incurred by the director on behalf of, or for the benefit of, the company, or in respect of obligations of the company, for which the director has assumed responsibility under an indemnity, security or guarantee;
relating to an offer of securities in which he or she may be interested as a holder of securities or as an underwriter;
concerning another body corporate in which the director is beneficially interested in less than 1% of the issued shares of any class of shares of such a body corporate;
relating to an employee benefit in which the director will share equally with other employees;
relating to liability insurance that the company is empowered to purchase for the benefit of directors of the company in respect of actions undertaken as directors (or officers) of the company; and
concerning the giving of indemnities in favour of directors or the funding of expenditure by directors to defend criminal, civil or regulatory proceedings or actions against a director.
Under Rio Tinto Limited’s Constitution, a director may be present at a meeting of the Board while a matter in which the director has a material personal interest is being considered and may vote in respect of that matter, except where a director is constrained by Australian law.
The directors are empowered to exercise all the powers of the companies to borrow money, to charge any property or business of the companies or all, or any, of their uncalled capital, and to issue debentures or give any other security for a debt, liability or obligation of the companies or of any other person. The directors shall restrict the borrowings of Rio Tinto plc to the limitation that the aggregate amount of all monies borrowed by the company and its subsidiaries shall not exceed an amount equal to 1 ½ times the companies’ share capital plus aggregate reserves unless sanctioned by an ordinary resolution of the company.
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Directors are not required to hold any shares of either company by way of qualification.
Appointment and removal of directors
The appointment and replacement of directors is governed by Rio Tinto plc’s Articles of Association and Rio Tinto Limited’s Constitution, relevant UK and Australian legislation, and the UK Corporate Governance Code. The Board may appoint a director either to fill a casual vacancy or as an addition to the Board, so long as the total number of directors does not exceed the limit prescribed in these constitutional documents. An appointed director must retire and seek election to office at the next AGM of each company. In addition to any powers of removal conferred by the UK Companies Act 2006 and the Australian Corporations Act 2001, the company may by ordinary resolution remove any director before the expiry of his or her period of office and may, subject to these constitutional documents, by ordinary resolution appoint another person who is willing to act as a director in their place. In line with the UK Corporate Governance Code, all directors are required to stand for re-election at each AGM.
Rights upon a winding-up
Except as the shareholders have agreed or may otherwise agree, upon a winding-up, the balance of assets available for distribution after the payment of all creditors (including certain preferential creditors, whether statutorily preferred creditors or normal creditors) and subject to any special rights attaching to any class of shares, is to be distributed among the holders of ordinary shares according to the amounts paid-up on the shares held by them. This distribution should generally be made in cash. A liquidator may, however, upon the adoption of a special resolution of the shareholders, divide among the shareholders the whole or any part of the assets in specie or kind.
Rights attaching to shares
Under UK law, dividends on shares may only be paid out of profits available for distribution, as determined in accordance with generally accepted accounting principles and by the relevant law. Shareholders are entitled to receive such dividends as may be declared by the directors. Directors may also pay shareholders interim dividends as justified by the financial position of the Group.
Under the Australian Corporations Act 2001, dividends on shares may only be paid if the company’s assets exceed its liabilities immediately before the dividend is declared, the excess is sufficient for the payment of the dividend, the payment is fair and reasonable to the company’s shareholders as a whole, and the payment does not materially prejudice the company’s ability to pay its creditors. Any Rio Tinto plc dividend unclaimed after 12 years from the date the dividend was declared, or became due for payment, will be forfeited and returned to the company. Any Rio Tinto Limited dividend unclaimed may be invested or otherwise used by the Board for the benefit of the company until claimed or otherwise disposed of according to Australian law. Rio Tinto Limited is governed by the State of Victoria’s unclaimed monies legislation, which requires the company to pay to the state revenue office any unclaimed dividend payments of A$20 or more that on 1 March each year have remained unclaimed for over 12 months.
Variation of rights
If, at any time, the share capital is divided into different classes of shares, the rights attached to each class may be varied, subject to the provisions of the relevant legislation, the written consent of holders of three-quarters in value of the shares of that class, or upon the adoption of a special resolution passed at a separate meeting of the holders of the shares of that class. At every such meeting, all of the provisions of the Articles of Association and Constitution relating to proceedings at a general meeting apply, except that the quorum for Rio Tinto plc should be two or more persons who hold or represent by proxy not less than one-third in nominal value of the issued shares of the class.
Articles of Association, Constitution, and DLC Sharing Agreement
Under the terms of the DLC structure shareholders of Rio Tinto plc and of Rio Tinto Limited entered into certain contractual arrangements designed to place the shareholders of both companies in substantially the same position as if they held shares in a single entity which owned all the assets of both companies. As far as is permitted by the UK Companies Act 2006, the Australian Corporations Act 2001 and ASX Listing Rules, this principle is reflected in the Articles of Association of Rio Tinto plc and in the Constitution of Rio Tinto Limited.
Rights in the event of liquidation
For additional details, see “Capital distribution arrangements” above.
Item 10.B4. Requirements for Amendments
For additional details, see above “Dual listed companies structure”, “Articles of Association, Constitution and DLC Share Agreement”, “Rights attaching to shares” and “Voting” above.
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Item 10.B.6. Limitations on the Rights to Own Shares
Exchange controls and foreign investment
Rio Tinto plc
There are no UK foreign exchange controls or other restrictions on the import or export of capital by, or on the payment of dividends to, non-resident holders of Rio Tinto plc shares, or that materially affect the conduct of Rio Tinto plc’s operations. It should be noted, however, that various sanctions, laws, regulations or conventions may restrict the import or export of capital by, or the payment of dividends to, non-resident holders of Rio Tinto plc shares. There are no restrictions under Rio Tinto plc’s Articles of Association or under UK law that limit the right of non-resident owners to hold or vote Rio Tinto plc shares. However, certain of the provisions of the Australian Foreign Acquisitions and Takeovers Act 1975 (the Takeovers Act) described below also apply to the acquisition by non-Australian persons of interests in securities of Rio Tinto plc.
Rio Tinto Limited
Under current Australian legislation, Australia does not impose general exchange or foreign currency controls. Subject to some specific requirements and restrictions, Australian and foreign currency may be freely brought into and sent out of Australia. There are requirements to report cash transfers in or out of Australia of A$10,000 or more. There is a prohibition on (or in some cases the specific prior approval of the Department of Foreign Affairs and Trade or Minister for Foreign Affairs must be obtained for) certain payments or other dealings connected with countries or parties identified with terrorism, or to whom United Nations or autonomous Australian sanctions apply. Sanction, anti-money laundering and counterterrorism laws may restrict or prohibit payments, transactions and dealings or require reporting of certain transactions.
Rio Tinto Limited may be required to deduct withholding tax from foreign remittances of dividends, to the extent that they are unfranked, and from payments of interest.
Acquisitions of interests in shares, and certain other equity instruments in Australian companies by non-Australian (“foreign”) persons are subject to review and approval by the Treasurer of the Commonwealth of Australia under the Takeovers Act.
In broad terms, the Takeovers Act applies to acquisitions of interests in securities in an Australian entity by a foreign person where, as a result, a single foreign person (and any associate) would control 20% or more of the voting power or potential voting power in the entity, or several foreign persons (and any associates) would control 40% or more of the voting power or the potential voting power in the entity. The potential voting power in an entity is determined having regard to the voting shares in the entity that would be issued if all rights (whether or not presently exercisable) in the entity were exercised.
The Takeovers Act also applies to direct investments by foreign government investors, in certain circumstances regardless of the size of the investment. Persons who are proposing relevant acquisitions or transactions may be required to provide notice to the Treasurer before proceeding with the acquisition or transaction.
The Treasurer has the power to order divestment in cases where relevant acquisitions or transactions have already occurred, including where prior notice to the Treasurer was not required. The Takeovers Act does not affect the rights of owners whose interests are held in compliance with the legislation.
Item 10.B.7. Provisions Affecting Any Change of Control
Limitations on voting and shareholding
Except for the provisions of the Takeovers Act, there are no limitations imposed by law, Rio Tinto plc’s Articles of Association or Rio Tinto Limited’s Constitution, on the rights of non-residents or foreigners to hold the Group’s ordinary shares or ADRs, or to vote that would not apply generally to all shareholders.
For additional details, see above “Limitations on ownership of shares and merger obligations” above.
Item 10.B.8. Ownership Threshold
See “Limitations on ownership of shares and merger obligations” and “Limitations on voting and shareholding” above.
Item 10.B.9. Differences Between the Law of Different Jurisdictions
See above “Rights of the Shares” above.
Item 10.B.10. Changes in Capital
For additional details, see “Variation of rights” and “Articles of Association, Constitution, and DLC Sharing Agreement” above.
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AMERICAN DEPOSITARY SHARES
Item 12. Other Securities
Item 12.D.1. Name and address of Depositary
JPMorgan Chase Bank, N.A., as depositary, will issue the ADSs representing Rio Tinto plc’s shares. JPMorgan Chase Bank, N.A., has been appointed as the depositary pursuant a deposit agreement among the depositary, the holders the ADSs thereunder, and Rio Tinto plc. Each ADS represents one shares of Rio Tinto plc. The depositary’s principal office at which the ADSs will be administered is located at 383 Madison Avenue, Floor 11, New York, New York, 10179.
Item 12.D.2. Description of American Depositary Shares
You may hold ADSs either directly or indirectly through your broker or other financial institution. If you hold ADSs directly, by having ADSs registered in your name on the books of the depositary, you are an ADS holder. This description assumes you hold your ADSs directly. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are. Your ADSs will be issued on the books of the depositary in book-entry form, in which case your ADSs will be held through the depositary’s direct registration system reflecting your ownership of these ADSs. Your ADSs will be evidenced by one or more American Depositary Receipts (“ADRs”).
As an ADS holder, Rio Tinto plc will not treat you as one of its shareholders and you will not have shareholder rights. The depositary or its nominee will be the holder of record of the shares underlying your ADSs. As a holder of ADSs, you will have ADS holder rights. The deposit agreement to be entered into among us, the depositary, you, as an ADS holder, and the other holders and beneficial owners of ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreements and the ADRs. Because the depositary or its nominee will actually be the record owner of the shares, you must rely on it to exercise the rights of a shareholder on your behalf.
Definitions in deposit agreement
"Company" shall mean Rio Tinto plc, incorporated under the laws of England, and its successors.
"Depositary" shall mean JPMorgan Chase Bank, N.A., a national banking association organized under the laws of the United States of America and any successor as depositary hereunder. The term "Principal Office", when used with respect to the Depositary, shall mean the office of the Depositary, which at the date of this amended and restated Agreement is 383 Madison Avenue, Floor 11, New York, New York, 10179.
"Custodian" shall mean the London, England office of the Depositary, and, as agent of the Depositary, any other firm or corporation in England which may hereafter be appointed by the Depositary as substitute or additional custodian or custodians hereunder, as the context shall require and the term "Custodians" shall mean all of them, collectively.
"Deposit Agreement" shall mean this Agreement, as the same may be amended from time to time.
"Rio Tinto Shares" shall mean Ordinary Shares in registered form of the Company and shall include the rights to receive such Ordinary Shares.
"Deposited Securities" as of any time shall mean Rio Tinto Shares at such time deposited or deemed to be deposited under this Deposit Agreement and any and all other securities, property and cash received by the Depositary or the Custodian in respect thereof and at such time held hereunder, subject as to cash to the provisions.
"Receipts" shall mean the American Depositary Receipts issued hereunder representing American Depositary Shares. Receipts may, but need not be, in physical certificated form.
"Direct Registration Receipts" means a Receipt, the ownership of which is recorded on the Direct Registration System. References to "Receipts" shall include Direct Registration Receipts, unless the context otherwise requires.
"American Depositary Shares" shall mean the rights represented by the Receipts issued hereunder and the interests in the Deposited Securities represented thereby. Each American Depositary Share shall represent one Rio Tinto Share.
"Owner" shall mean the person in whose name a Receipt is registered on the books of the Depositary maintained for such purpose.
"Dollars" shall mean United States dollars. The terms "Pounds" and "pence" shall mean the currency of the United Kingdom.
"Securities Act of 1933" shall mean the United States Securities Act of 1933, as from time to time amended.
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"Securities Exchange Act of 1934" shall mean the United States Securities Exchange Act of 1934 as from time to time amended.
"Commission" shall mean the Securities and Exchange Commission of the United States or any successor governmental agency in the United States.
"English Registrar" shall mean Computershare Investor Services PLC, PO Box 82, The Pavilions, Bridgewater Road, Bristol, BS99 7NH, United Kingdom, a company organized under the laws of England, which carries out the duties of registrar for the Ordinary Shares of the Company or any successor as registrar for the Ordinary Shares of the Company.
"deliver", "execute", "issue", "register", "surrender", "transfer" or "cancel", when used with respect to Direct Registration Receipts, refer to an entry or entries or an electronic transfer or transfers in the Direct Registration System.
"Direct Registration System" means the system for the uncertificated registration of ownership of securities established by The Depository Trust Company ("DTC") and utilized by the Depositary pursuant to which the Depositary may record the ownership of Receipts without the issuance of a certificate, which ownership shall be evidenced by periodic statements issued by the Depositary to the Owners entitled thereto. For purposes hereof, the Direct Registration System shall include access to the Profile Modification System maintained by DTC, which provides for automated transfer of ownership between DTC and the Depositary.
"Receipt register" means the register maintained by the Depositary for the registration of transfer, combination and split-up of Receipts, and, in the case of Direct Registration Receipts, shall include the Direct Registration System.
Transfer, Split-Ups, And Combinations Of Receipts.
The transfer of this Receipt is registrable on the books of the Depositary at its Principal Office by the Owner hereof in person or by duly authorized attorney, upon surrender of this Receipt properly endorsed for transfer or accompanied by proper instruments of transfer and funds sufficient to pay any applicable transfer taxes and the fees and expenses of the Depositary and upon compliance with such regulations, if any, as the Depositary may establish for such purpose. This Receipt may be split into other such Receipts, or may be combined with other such Receipts into one Receipt, representing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. As a condition precedent to the execution and delivery, registration of transfer, split-up, combination, or surrender of any Receipt or withdrawal of any Deposited Securities, the Depositary or the Custodian may require payment from the presentor of the Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Rio Tinto Shares being deposited or withdrawn) and payment of any applicable fees may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance with such regulations, if any, as the Depositary may establish consistent with the provisions of the Deposit Agreement.
The delivery of Receipts against deposits of Rio Tinto Shares generally or against deposits of particular Rio Tinto Shares may be suspended, or the transfer of Receipts in particular instances may be refused, or the transfer or surrender of outstanding Receipts generally may be suspended, during any period when the Receipt register is closed, or if any such action is deemed necessary or advisable by the Depositary or in the case of the American Depositary Share issuance books only, by the Company, at any time or from time to time because of any requirement of law or of any government or governmental body or commission, or under any provision of the Deposit Agreement. Without limitation of the foregoing, the Depositary will not knowingly accept for deposit under the Deposit Agreement any Rio Tinto Shares required to be registered under the provisions of the Securities Act of 1933, unless a registration statement is in effect as to such Rio Tinto Shares.
Warranties of depositors.
Every person depositing Rio Tinto Shares under the Deposit Agreement represents and warrants that (a) such Rio Tinto Shares and the certificates therefor are duly authorized, validly issued and outstanding, fully paid, nonassessable and legally obtained by such person (b) all pre-emptive and comparable rights, if any, with respect to such Rio Tinto Shares have been validly waived or exercised, (c) the person making such deposit is duly authorized so to do, (d) the Rio Tinto Shares presented for deposit are free and clear of any lien, encumbrance, security interest, charge, mortgage or adverse claim and (e) such Rio Tinto Shares (A) are not "restricted securities" as such term is defined in Rule 144 under the Securities Act of 1933 ("Restricted Securities") unless at the time of deposit the requirements of paragraphs (c), (e), (f) and (h) of Rule 144 shall not apply and such Shares may be freely transferred and may otherwise be offered and sold freely in the United States or (B) have been registered under the Securities Act of 1933. To the extent the person depositing Rio Tinto Shares is an "affiliate" of the Company as such term is defined in Rule 144, the person also represents and warrants that upon the sale of the American Depositary Shares, all of the provisions of Rule 144 which enable the Rio Tinto Shares to be freely sold (in the form of American Depositary Shares) will be fully complied with and, as a result thereof, all of the American Depositary Shares issued in respect of such Rio Tinto Shares will not be on the sale thereof, Restricted Securities. Such representations and warranties shall survive the deposit and withdrawal of Shares and the issuance and cancellation of American Depositary Shares in respect thereof and the transfer of such American Depositary Shares. The Depositary may refuse to accept for such deposit any Shares
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identified by the Company in order to facilitate compliance with the requirements of the Securities Act of 1933 or the Rules made thereunder.
Filing proofs, certificates, and other information.
Any person presenting Rio Tinto Shares for deposit or any Owner of a Receipt may be required from time to time to file such proof of citizenship or residence, exchange control approval, or such information relating to the registration on the books of the Company (or the appointed agent of the Company for transfer and registration of Rio Tinto Shares, which may, but need not be the English Registrar) of the Rio Tinto Shares presented for deposit or other information, to execute such certificates and to make such representations and warranties, (i) as the Depositary may, in good faith, deem necessary or proper to comply with applicable laws or regulations or to enable the Depositary to perform its obligations under the Deposit Agreement or (ii) other than in the case of the delivery of any Deposited Securities, as the Company may reasonably require by written notice to the Depositary. The Depositary may withhold the delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution or rights or of the proceeds thereof or the delivery of any Deposited Securities until such proof or other information is filed or such certificates are executed. The Depositary or the Custodian, as the case may be, shall, at the request and expense of the Company, provide the Company with copies of information it receives.
Reports; inspection of transfer books.
The Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and accordingly files certain reports with the Securities and Exchange Commission. Such reports and communications may be inspected and copied through the Commission’s EDGAR system or at the public reference facilities maintained by the Commission located at 100 F Street, N.E., Washington, D.C. 20549.
The Depositary will make available for inspection by Owners of Receipts at its Principal Office any reports and communications, including any proxy soliciting material, received from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities and (b) made generally available to the holders of such Deposited Securities by the Company. The Depositary will also send to Owners of Receipts copies of such reports when furnished by the Company pursuant to the Deposit Agreement.
The Depositary will keep at its Principal Office a Receipt register for the registration of Receipts and transfers of Receipts which at all reasonable times shall be open for inspection by the Company and Owners of Receipts, provided that such inspection shall not be for the purpose of communicating with Owners of Receipts in the interest of a business or object other than the business of the Company or a matter related to the Deposit Agreement or the Receipts.
Dividends and distributions.
Whenever the Depositary receives any cash dividend or other cash distribution on any Deposited Securities, the Depositary will, if at the time of receipt thereof any amounts received in a non-United States currency can in the reasonable judgment of the Depositary be converted on a reasonable basis into United States dollars transferable to the United States, and subject to the Deposit Agreement, convert such dividend or distribution into dollars and will distribute the amount thus received to the Owners of Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively; provided, however, that in the event that the Company or the Depositary is required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxes, the amount distributed to the Owner of Receipts for American Depositary Shares representing such Deposited Securities shall be reduced accordingly.
Whenever the Depositary receives any distribution other than cash or Rio Tinto Shares upon any Deposited Securities, the Depositary will cause the securities or property received by it to be distributed to the Owners of Receipts entitled thereto, in any manner that the Depositary in good faith may reasonably deem equitable and practicable for accomplishing such distribution; provided, however, that if in the reasonable opinion of the Depositary such distribution cannot be made proportionately among the Owners of Receipts entitled thereto, or if for any other reason the Depositary or the Company in good faith and reasonably deems such distribution not to be feasible, the Depositary may, after consultation with the Company, adopt such method as it may in good faith and reasonably deem equitable and practicable for the purpose of effecting such distribution, including the sale, at public or private sale, of the securities or property thus received, or any part thereof, and the net proceeds of any such sale shall be distributed by the Depositary to the Owners of Receipts entitled thereto as in the case of a distribution received in cash.
If any distribution consists of a dividend in, or free distribution of, Rio Tinto Shares, the Depositary shall, unless the Company shall request otherwise, distribute to the Owners of outstanding Receipts entitled thereto, additional Receipts for an aggregate number of American Depositary Shares representing the amount of Rio Tinto Shares received as such dividend or free distribution. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary will sell the amount of Rio Tinto Shares represented by the aggregate of such fractions and distribute the net proceeds, all in the manner and subject to the conditions set forth in the Deposit Agreement. If, at the request of the Company, additional Receipts
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are not so distributed, each American Depositary Share shall thenceforth also represent the additional Rio Tinto Shares distributed upon the Deposited Securities represented thereby.
In the event that the Depositary determines that any distribution in property (including Rio Tinto Shares and rights to subscribe therefor) is subject to any tax which the Depositary is obligated to withhold, the Depositary may dispose of all or a portion of such property (including Rio Tinto Shares and rights to subscribe therefor) in such amounts and in such manner as the Depositary deems necessary and practicable to pay any such taxes, at public or private sale, and the Depositary shall distribute the net proceeds of any such sale after deduction of such taxes to the Owners of Receipts entitled thereto.
Rights.
Distribution to Owners. Whenever the Company intends to distribute to the holders of the Deposited Securities rights to subscribe for additional Rio Tinto Shares, the Company shall give notice thereof to the Depositary at least 45 days prior to the proposed distribution stating whether or not it wishes such rights to be made available to Owners. Upon receipt of a notice indicating that the Company wishes such rights to be made available to Owners, the Depositary shall consult with the Company to determine, and the Company shall determine, whether it is lawful and reasonably practicable to make such rights available to the Owners. The Depositary shall make such rights available to Owners only if (i) the Company shall have timely requested that such rights be made available to Owners, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.07 of the Deposit Agreement, and (iii) the Depositary shall have determined that such distribution of rights is lawful and reasonably practicable. In the event any of the conditions set forth above are not satisfied, the Depositary shall proceed with the sale of the rights as contemplated below or, if timing or market conditions may not permit, do nothing thereby allowing such rights to lapse. In the event all conditions set forth above are satisfied, subject to any other agreements the Depositary may reasonably request, the Depositary shall establish procedures (x) to distribute such rights (by means of warrants or otherwise) and (y) to enable the Owners to exercise the rights (upon payment of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes and other governmental charges). Nothing herein shall obligate the Depositary to make available to the Owners a method to exercise such rights to subscribe for Rio Tinto Shares (rather than American Depositary Shares).
Sale of Rights. If (i) the Company does not timely request the Depositary to make the rights available to Owners or requests that the rights not be made available to Owners, (ii) the Depositary fails to receive satisfactory documentation within the terms of the Deposit Agreement or determines it is not lawful or reasonably practicable to make the rights available to Owners, or (iii) any rights made available are not exercised and appear to be about to lapse, the Depositary shall determine whether it is lawful and reasonably practicable to sell such rights, in a riskless principal capacity or otherwise, at such place and upon such terms (including public or private sale) as it may deem proper. The Company shall assist the Depositary to the extent necessary to determine such legality and practicability. The Depositary shall, upon such sale, convert and distribute proceeds of such sale (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes and governmental charges) upon the terms set forth in the Deposit Agreement.
Lapse of Rights. If the Depositary is unable to make any rights available to Owners upon the terms described or to arrange for the sale of the rights upon the terms described, the Depositary shall allow such rights to lapse.
The Depositary shall not be responsible for (i) any failure to determine that it may be lawful or practicable to make such rights available to Owners in general or any Owners in particular, (ii) any foreign exchange exposure or loss incurred in connection with such sale, or exercise, or (iii) the content of any materials forwarded to the Owners on behalf of the Company in connection with the rights distribution.
Notwithstanding anything to the contrary in this Article, If registration (under the Securities Act and/or any other applicable law) of the rights or the securities to which any rights relate may be required in order for the Company to offer such rights or such securities to Owners and to sell the securities represented by such rights, the Depositary will not distribute such rights to the Owners (i) unless and until a registration statement under the Securities Act (and/or such other applicable law) covering such offering is in effect or (ii) unless the Company furnishes to the Depositary at the Company’s own expense opinion(s) of counsel to the Company in the United States and counsel to the Company in any other applicable country in which rights would be distributed, in each case satisfactory to the Depositary, to the effect that the offering and sale of such securities to Owners are exempt from, or do not require registration under, the provisions of the Securities Act or any other applicable laws. In the event that the Company, the Depositary or the Custodian shall be required to withhold and does withhold from any distribution of property (including rights) an amount on account of taxes or other governmental charges, the amount distributed to the Owners shall be reduced accordingly. In the event that the Depositary determines that any distribution in property (including Rio Tinto Shares and rights to subscribe therefor) is subject to any tax or other governmental charges which the Depositary is obligated to withhold, the Depositary may dispose of all or a portion of such property (including Rio Tinto Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as the Depositary deems necessary and practicable to pay any such taxes and charges.
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There can be no assurance that Owners generally, or any Owner in particular, will be given the opportunity to exercise rights on the same terms and conditions as the holders of Rio Tinto Shares or be able to exercise such rights. Nothing herein shall obligate the Company to file any registration statement in respect of any rights or Rio Tinto Shares or other securities to be acquired upon the exercise of such rights.
Record dates.
Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or whenever rights shall be issued with respect to the Deposited Securities, or whenever the Depositary shall receive notice of any meeting of holders of Rio Tinto Shares or other Deposited Securities, the Depositary shall, after consultation with the Company if practicable in the case of a record date set in response to a Company record date, fix a record date (which, to the extent applicable, shall be as near as practicable to any corresponding record date set by the Company), for the determination of the Owners who shall be entitled to receive such dividend, distribution or rights, or the net proceeds of the sale thereof, or to give instructions for the exercise of voting rights at any such meeting, or for fixing the date on or after which each American Depositary Share will represent the changed number of Rio Tinto Shares. Subject to the Deposit Agreement, only such Owners at the close of business on such record date shall be entitled to receive any such distribution or proceeds, to give such voting instructions, to receive such notice or solicitation or to act or be responsible or obligated in respect of any such other matter.
Voting of deposited securities.
Upon receipt of notice of any meeting of holders of Rio Tinto Shares or other Deposited Securities, unless otherwise requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners of Receipts a notice which shall contain (a) such information as is contained in such notice of meeting and in any related material supplied by the Company to the Depositary, (b) a statement that the Owners of Receipts as of the close of business on a specified record date will be entitled, subject to any applicable provision of English law and of the Articles of Association of the Company, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Rio Tinto Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that instructions may be given to the Depositary to give a discretionary proxy to a person designated by the Company. Upon the written request of an Owner of a Receipt on such record date, actually received on or before the date established by the Depositary for such purpose, the Depositary shall endeavor in so far as practicable to vote or cause to be voted the amount of Rio Tinto Shares or other Deposited Securities represented by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not, and the Depositary shall ensure that the Custodian and the nominee(s) of the Depositary or the Custodian shall not, vote or attempt to vote or exercise or attempt to exercise any other rights in respect of Deposited Securities, other than in accordance with prior written instructions of the Owners of Receipts therefor, and shall not vote or attempt to exercise the right to vote or exercise or attempt to exercise any other right attaching to Rio Tinto Shares or other Deposited Securities, if no instructions are received with respect to such securities. Notwithstanding anything contained in the Deposit Agreement or any Receipt, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the American Depositary Shares are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Securities, distribute to the Owners a notice that provides Owners with, or otherwise publicizes to Owners, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). Owners are strongly encouraged to forward their voting instructions as soon as possible. Voting instructions will not be deemed received until such time as the American Depositary Receipt department responsible for proxies and voting has received such instructions notwithstanding that such instructions may have been physically received by JPMorgan Chase Bank, N.A., as Depositary, prior to such time.
Changes affecting deposited securities.
Subject to the other provisions of the Deposit Agreement, the Depositary may, in its discretion, and shall if reasonably requested by the Company, amend the Receipts or distribute additional or amended Receipts (with or without calling Receipts for exchange) or cash, securities or property on the record date set by the Depositary therefor to reflect any change in par value, split up, consolidation, cancellation or other reclassification of Deposited Securities, any Rio Tinto Share distribution or other distribution not distributed to Owners or any cash, securities or property available to the Depositary in respect of Deposited Securities from (and the Depositary is hereby authorized to surrender any Deposited Securities to any person and, irrespective of whether such Deposited Securities are surrendered or otherwise cancelled by operation of law, rule, regulation or otherwise, to sell by public or private sale any property received in connection with) any recapitalization, reorganization, merger, consolidation, liquidation, receivership, bankruptcy or sale of all or substantially all the assets of the Company, and to the extent the Depositary does not so amend the Receipts or make a distribution to Owners to reflect any of the foregoing, or the net proceeds thereof, whatever cash, securities or property results from any of the foregoing shall constitute Deposited Securities and each American Depositary Share evidenced shall automatically represent its pro rata interest in the Deposited Securities as then constituted. Promptly upon the occurrence of any of the aforementioned changes affecting Deposited Securities, the Company shall notify the Depositary in writing of such occurrence and as soon as practicable after receipt of
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such notice from the Company, may instruct the Depositary to give notice thereof, at the Company's expense, to Owners in accordance with the provisions hereof. Upon receipt of such instruction, the Depositary shall give notice to the Owners in accordance with the terms thereof, as soon as reasonably practicable.
Liability of the company and depositary.
Neither the Depositary, its agents nor the Company shall incur any liability to any person, including any Owner or beneficial owner of an interest in American Depositary Shares, if, by reason of any present or future law, rule, regulation, fiat, order or decree of the United States, the United Kingdom or any other country, or of any governmental or regulatory authority or any securities exchange or market or automated quotation system, or by reason of any provision, present or future, of the Memorandum and Articles of Association of the Company, or of or governing the Deposited Securities, or by reason of any act of God, war, terrorism, nationalization or other circumstance beyond its control the Depositary, its agents or the Company shall be prevented, delayed or forbidden from doing or performing, or subjected to any civil or criminal penalty in connection with, any act or thing which by the terms of the Deposit Agreement, the Memorandum and Articles of Association of the Company or the Deposited Securities it is provided shall be done or performed (including, without limitation, voting); nor shall the Depositary, its agents or the Company incur any liability to any Owner of a Receipt by reason of any non-performance or delay, caused as aforesaid, in the performance of any act or thing which by the terms of the Deposit Agreement it is provided shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement (including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable) nor, in any case, shall the Depositary, its agents or the Company incur any liability to any Owner or beneficial owner of an interest in American Depositary Shares or other person by reason of any nonperformance or delay.
The Depositary, the Company, their agents and each of them shall: (a) assume no liability except to perform its obligations to the extent they are specifically set forth in the Deposit Agreement without gross negligence or willful misconduct; (b) in the case of the Depositary and its agents, be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or Receipt; (c) in the case of the Company and its agents hereunder be under no obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or Receipt, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense (including fees and disbursements of counsel) and liability be furnished as often as may be required; and (d) not be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Rio Tinto Shares for deposit, any Owner, or any other person believed by it to be competent to give such advice or information, and (e) any one or more of (a) through (d). The Depositary shall not be liable for the acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. The Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any Custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. The Depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. The Depositary shall not incur any liability for the content of any information submitted to it by or on behalf of the Company for distribution to the Owners or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the Deposited Securities, for the validity or worth of the Deposited Securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the Deposit Agreement or for the failure or timeliness of any notice from the Company. The Depositary, its agents and the Company may rely and shall be protected in acting upon any written notice, request, direction, instruction or document believed by them to be genuine and to have been signed, presented or given by the proper party or parties. The Depositary shall be under no obligation to inform Owners or any other holders of an interest in any American Depositary Shares about the requirements of English law, rules or regulations or any changes therein or thereto. The Depositary and its agents will not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the effect of any such vote. The Depositary may rely upon instructions from the Company or its counsel in respect of any approval or license required for any currency conversion, transfer or distribution. Subject to the Company's Memorandum and Articles of Association and applicable law, the Depositary and its agents may own and deal in any class of securities of the Company and its affiliates and in Receipts. Notwithstanding anything to the contrary set forth herein or in any Receipt, the Depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the Deposit Agreement, any Owner or Owners, any American Depositary Shares, Receipt or Receipts or otherwise related hereto or thereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. None of the Depositary, the Custodian or the Company shall be liable for the failure by any Owner or beneficial owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Owners or beneficial owners income tax liability. The Depositary and the Company shall not incur any liability for any tax consequences that may be incurred by Owners and beneficial owners on account of their ownership of the Receipts or American Depositary Shares. Neither the Depositary, the Company nor any of their respective agents shall be liable to Owners or holders of interests in American Depositary Shares for
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any indirect, special, punitive or consequential damages (including, without limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of the Deposit Agreement.
The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that the Depositary acted without gross negligence or willful misconduct with respect to the same matter during the period in which it previously acted as Depositary. Notwithstanding anything to the contrary contained in the Deposit Agreement (including the Receipts) and subject to the Deposit Agreement, the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located.
The Depositary reserves the right to utilize a division, branch or affiliate of JPMorgan Chase Bank, N.A. to direct, manage and/or execute any public and/or private sale of securities hereunder. Such division, branch and/or affiliate may charge the Depositary a fee in connection with such sales, which fee is considered an expense of the Depositary contemplated under the Deposit Agreement. All purchases and sales of securities will be handled by the Depositary in accordance with its then current policies, which are currently set forth in the "Depositary Receipt Sale and Purchase of Security" section.
By holding an American Depositary Share or an interest therein, Owners and owners of American Depositary Shares each irrevocably agree that any legal suit, action or proceeding against or involving the Company or the Depositary, arising out of or based upon this Deposit Agreement or the transactions contemplated hereby, may only be instituted in a state or federal court in New York, New York, and by holding an American Depositary Share or an interest therein each irrevocably waives any objection which it may now or hereafter have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
Amendment.
The form of the Receipts and any provisions of the Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary in any respect, which they may deem necessary or desirable. Any amendment which shall impose or increase any fees or charges (other than the fees of the Depositary for the execution and delivery of Receipts and taxes and other governmental charges), or which shall otherwise prejudice any substantial existing right of Owners of Receipts, shall, however, not become effective as to outstanding Receipts until the expiration of 30 days after notice of such amendment shall have been given to the Owners of outstanding Receipts. Every Owner of a Receipt at the time any amendment so becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by the Deposit Agreement as amended thereby. Any amendments or supplements which (i) are reasonably necessary (as agreed by the Company and the Depositary) in order for (a) the American Depositary Receipts to be registered on Form F-6 under the Securities Act of 1933 or (b) the American Depositary Receipts or Rio Tinto Shares to be traded solely in electronic book-entry form and (ii) do not in either such case impose or increase any fees or charges to be borne by Owners, shall be deemed not to prejudice any substantial rights of Owners.  Notwithstanding the foregoing, if any governmental body or regulatory body should adopt new laws, rules or regulations which would require amendment or supplement of the Deposit Agreement or the form of Receipt to ensure compliance therewith, the Company and the Depositary may amend or supplement the Deposit Agreement and the Receipt at any time in accordance with such changed laws, rules or regulations. Such amendment or supplement to the Deposit Agreement in such circumstances may become effective before a notice of such amendment or supplement is given to Owners or within any other period of time as required for compliance. In no event shall any amendment impair the right of the Owner of any Receipt to surrender such Receipt and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law.
Termination of deposit agreement.
The Depositary shall at any time at the direction of the Company terminate the Deposit Agreement by mailing notice of such termination to the Owners of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any time 60 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in the Deposit Agreement. If any Receipts shall remain outstanding after the date of termination, the Depositary thereafter shall discontinue the registration of transfers of Receipts, shall suspend the distribution of dividends to the Owners thereof, and shall not give any further notices or perform any further acts under the Deposit Agreement, except that the Depositary shall continue to collect dividends and other distributions pertaining to Deposited Securities, shall sell rights as provided in the Deposit Agreement, and shall continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the
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expiration of one year from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunder, without liability for interest, for the pro rata benefit of the Owners of Receipts which have not theretofore been surrendered. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash (after deducting, in each case, the fee of the Depositary for the surrender of a Receipt, any expenses for the account of the Owner of such Receipt in accordance with the terms and conditions of this Deposit Agreement, and any applicable taxes or governmental charges). Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary with respect to indemnification, charges, and expenses.

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DEBT SECURITIES

Item 12.A Debt Securities
Each series of guaranteed notes listed on the New York Stock Exchange has been issued by Rio Tinto Finance (USA) Limited or Rio Tinto Finance (USA) plc fully and unconditionally guaranteed by Rio Tinto plc and Rio Tinto Limited (the “Guarantors”). Each of these series of the notes and related guaranteed was issued pursuant to an effective registration statement and a related prospectus and prospectus supplements setting for the terms of the relevant series of notes and related guarantees.
Rio Tinto Finance (USA) Limited, a wholly owned subsidiary of Rio Tinto Limited, and Rio Tinto Finance (USA) plc, an indirect wholly owned subsidiary of Rio Tinto plc, Rio Tinto Finance (USA) Limited and Rio Tinto Finance (USA) plc (together, the “Issuers”, “we”, “us” and “our”) are finance companies through which the Rio Tinto Group conducts its treasury operations.
The following table sets for the dates of the registration statements, dates of the base prospectus, dates of issuance and issuer for each relevant series of the notes (“Notes”).

NotesRegistration
Statement
Date of Base
Prospectus
Issuer/
Date of Issuance
$1,250,000,000
2.750% Guaranteed Notes due 2051
333-25855321 May 2020RioTinto Finance (USA) Limited
2 November 2021
$750,000,000
4.125% Guaranteed Notes due 2042
333-17503716 March 2012Rio Tinto Finance (USA) plc
17 August 2012
$500,000,000
4.750% Guaranteed Notes due 2042
333-17503716 March 2012Rio Tinto Finance (USA) plc
20 March 2012
$650,000,000
5.000% Notes due 2033
333-23855321 May 2020Rio Tinto Finance (USA) plc
9 March 2023
$1,100,000,000
5.125% Notes due 2053
333-23855321 May 2020Rio Tinto Finance (USA) plc
9 March 2023
$350,000,000
5.200% Guaranteed Notes due 2040
333-17503721 June 2011Rio Tinto Finance (USA) Limited
15 September 2011
$300,000,000
5.200% Guaranteed Notes due 2040
333-15183917 May 2011Rio Tinto Finance (USA) Limited
19 May 2011
$500,000,000
5.200% Guaranteed Notes due 2040
333-15183914 April 2009Rio Tinto Finance (USA) Limited
29 October 2010
$750,000,000
7.125% Guaranteed Notes due 2028
333-15183923 June 2008Rio Tinto Finance (USA) Limited
25 June 2008
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DESCRIPTION OF GUARANTEED DEBT SECURITIES

General

As required by federal law of the United States for all bonds and notes of companies that are publicly offered, the debt securities described below are governed by a document called an indenture. The indenture relating to debt securities issued by Rio Tinto Finance (USA) Limited, Rio Tinto Finance (USA) plc and Rio Tinto Finance (USA) Inc. is a contract among Rio Tinto Finance (USA) Limited, Rio Tinto Finance (USA) plc, Rio Tinto Finance (USA) Inc., Rio Tinto plc, Rio Tinto Limited and The Bank of New York Mellon. The Bank of New York Mellon acts as the trustee under the Indenture dated July 2, 2001, which was amended and restated on March 16, 2012 (the “Base Indenture”) and amended by the supplemental indenture dated May 8, 2017 (the “First Supplemental Indenture”) and the supplemental indenture dated May 6, 2020 (the “Second Supplemental Indenture”, which, together with the Base Indenture and the First Supplemental Indenture, is referred to herein as the “indenture”). The trustee has two principal functions:

First, it can enforce the rights of holders of the debt securities against us or Rio Tinto if we or Rio Tinto default on debt securities issued under the indenture. There are some limitations on the extent to which the trustee acts on behalf of holders of the debt securities, described under “— Default and Related Matters — Events of Default — Remedies If an Event of Default Occurs” below; and

Second, the trustee performs administrative duties for us, such as sending interest payments to holders, transferring debt securities to new buyers and sending notices to holders.

Both Rio Tinto plc and Rio Tinto Limited act as the guarantors of the debt securities issued under the indenture. The guarantees are described under “— Guarantees” below.

The indenture and its associated documents contain the full legal text of the matters described in this section. The indenture, the debt securities and the guarantees are governed by New York law. A copy of the form of indenture is filed with the SEC as an exhibit to the registration statement.

We may issue as many distinct series of debt securities under the indenture as we wish. This section summarizes all material terms of the debt securities and the guarantees that are common to all series, unless otherwise indicated in the prospectus supplement relating to a particular series.

Interest rates
In addition to debt securities that bear interest at fixed rates, we may, from time to time, issue floating rate debt securities that bear interest at rates based on other interest rates as may be described in the applicable prospectus supplement.

Guarantees
Both Rio Tinto plc and Rio Tinto Limited will fully and unconditionally guarantee the payment of the principal of, premium, if any, and interest on the debt securities, including any additional amounts which may be payable in respect of the debt securities, as described under “— Special Situations — Payment of Additional Amounts”. Rio Tinto plc and Rio Tinto Limited guarantee the payment of such amounts when such amounts become due and payable, whether at the stated maturity of the debt securities, by declaration or acceleration, call for redemption or otherwise. Each of Rio Tinto plc and Rio Tinto Limited is individually obligated to pay such amounts.

Legal Ownership

Street Name and Other Indirect Holders
Investors who hold debt securities in accounts at banks or brokers will generally not be recognized by us as legal holders of debt securities. This is called holding in street name. Instead, we would recognize only the bank or broker, or the financial institution the bank or broker uses to hold its debt securities. These intermediary banks, brokers and other financial institutions pass along principal, interest and other payments on the debt securities, either because they agree to do so in their customer agreements or because they are legally required to do so. Holders of debt securities who hold in street name should check with their institutions to find out:
how it handles payments in respect of the debt securities and notices;
whether it imposes fees or charges;
how it would handle voting if it were ever required;
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whether and how holders can instruct it to send their debt securities, registered in their own names so they can be direct holders as described below; and
how it would pursue rights under the debt securities if there were a default or other event triggering the need for holders to act to protect their interests.

Direct Holders
Our obligations, as well as the obligations of the trustee and those of any third parties employed by us or the trustee, run only to persons who are registered as holders of debt securities. As noted above, we do not have obligations to holders who hold in street name or other indirect means, either because such holders choose to hold debt securities in that manner or because the debt securities are issued in the form of global securities as described below. For example, once we make payment to the registered holder, we have no further responsibility for the payment even if that holder is legally required to pass the payment along to the street name customer but does not do so.

Global Securities
What is a Global Security? A global security is a special type of indirectly held security, as described above under “— Street Name and Other Indirect Holders”. If we choose to issue debt securities in the form of global securities, the ultimate beneficial owners can only be indirect holders.

We require that the global security be registered in the name of a financial institution we select. In addition, we require that the debt securities included in the global security not be transferred to the name of any other direct holder unless the special circumstances described below occur. The financial institution that acts as the sole direct holder of the global security is called the depositary. Any person wishing to own a security must do so indirectly by virtue of an account with a broker, bank or other financial institution that in turn has an account with the depositary. The prospectus supplement indicates whether a particular series of debt securities will be issued only in the form of global securities.

Special Investor Considerations for Global Securities. As an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’s financial institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize this type of investor as a holder of debt securities and instead deal only with the depositary that holds the global security.

Investors in debt securities that are issued only in the form of global debt securities should be aware that:

They cannot get debt securities registered in their own names.

They cannot receive physical certificates for their interests in the debt securities.

They will be street name holders and must look to their own banks or brokers for payments on the debt securities and protection of their legal rights relating to the debt securities, as explained earlier under “— Street Name and Other Indirect Holders”.

They may not be able to sell interests in the debt securities to some insurance companies and other institutions that are required by law to own their debt securities in the form of physical certificates.

The depositary’s policies will govern payments, transfers, exchange and other matters relating to holders’ interests in the global security. We and the trustee have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in the global security. We and the trustee also do not supervise the depositary in any way.

The depositary will require that interests in a global security be purchased or sold within its system using same-day funds.

Special Situations When Global Security Will Be Terminated. In a few special situations described later, the global security will terminate and interests in it will be exchanged for physical certificates representing debt securities. After that exchange, the choice of whether to hold debt securities directly or in street name will be up to the investor. Investors must consult their own bank or brokers to find out how to have their interests in debt securities transferred to their own name so that they will be direct holders. The rights of street name investors and direct holders in the debt securities have been previously described in the subsections entitled “ — Street Name and Other Indirect Holders” and “— Direct Holders”.
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The special situations for termination of a global security are:
When the depositary notifies us or Rio Tinto that it is unwilling, unable or ceases to be a clearing agency registered under the Exchange Act.
When an event of default on the debt securities has occurred and has not been cured. Defaults are discussed below under “— Default and Related Matters — Events of Default”.

When a global security terminates, the depositary (and not we or the trustee) is responsible for deciding the names of the institutions that will be the initial direct holders.

Overview of Remainder of this Description
The remainder of this description summarizes:
Additional mechanics relevant to the debt securities under normal circumstances, such as how to transfer ownership and where we make payments.
Holders’ rights under several special situations, such as if we merge with another company, if we want to change a term of the debt securities or if we want to redeem the debt securities for tax reasons.
Holders’ rights to receive payment of additional amounts due to changes in the withholding requirements of various jurisdictions.
Covenants contained in the indenture that restrict our and Rio Tinto’s ability to incur liens. A particular series of debt securities may have additional covenants.
Holders’ rights if we or Rio Tinto default in respect of our or Rio Tinto’s obligations under the debt securities or experience other financial difficulties.
Our relationship with the trustee.

Additional Mechanics

Exchange and Transfer
The debt securities will be issued:
only in fully registered form;
without interest coupons; and
unless indicated in the applicable prospectus supplement, in denominations that are even multiples of U.S.$1,000.

Holders may have their debt securities broken into more debt securities of smaller denominations or combined into fewer debt securities of larger denominations, as long as the total principal amount is not changed. This is called an exchange.

Holders may exchange or transfer their debt securities at the office of the trustee. The trustee acts as our agent for registering debt securities in the names of holders and transferring the securities. We may change this appointment to another entity or perform the service ourselves. The entity performing the role of maintaining the list of registered holders is called the security registrar. It will also register transfers of the debt securities.

Holders will not be required to pay a service charge to transfer or exchange debt securities, but may be required to pay for any tax or other governmental charge associated with the exchange or transfer. The transfer or exchange of a registered debt security will only be made if the security registrar is satisfied with a holder’s proof of ownership.

If we have designated additional transfer agents, they are named in the prospectus supplement. We may cancel the designation of any particular transfer agent. We may also approve a change in the office through which any transfer agent acts.

If the debt securities are redeemable and we redeem less than all of the debt securities of a particular series, we may block the transfer or exchange of debt securities during a specified period of time in order to freeze the list of holders to prepare the mailing. The period begins 15 days before the day we mail the notice of redemption and ends on the day of that mailing. We may also refuse to register transfers or exchanges of debt securities selected for redemption. However, we will continue to permit transfers and exchanges of the unredeemed portion of any security being partially redeemed.

Payment and Paying Agents
We will pay interest to holders who are direct holders listed in the trustee’s records at the close of business on a particular day in advance of each due date for interest, even if such holders no longer own the security on the interest due date. That particular day, usually the Clearing System Business Day immediately prior to the interest due date, is called the regular record date and is stated in the prospectus supplement.
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We will pay interest, principal and any other money due on your debt securities at the corporate trust office of the trustee in New York City. That office is currently located at 240 Greenwich Street, New York, NY 10286. Holders must make arrangements to have payments picked up at or wired from that office. We may also choose to pay interest by mailing checks.

Interest on global securities will be paid to the holder thereof by wire transfer of same-day funds.

Holders buying and selling debt securities must work out between them how to compensate for the fact that we will pay all the interest for an interest period to, in the case of registered debt securities, the one who is the registered holder on the regular record date. The most common manner is to adjust the sales price of the debt securities to prorate interest fairly between buyer and seller. This prorated interest amount is called accrued interest.

Street name and other indirect holders should consult their banks or brokers for information on how they will receive payments.

We or Rio Tinto may also arrange for additional payment offices, and may cancel or change these offices, including our or Rio Tinto’s use of the trustee’s corporate trust office. These offices are called paying agents. We may also choose to act as our own paying agent. We must notify holders of changes in the paying agents for any particular series of debt securities.

Notices
We and the trustee will send notices only to direct holders, using their addresses as listed in the security register.

Regardless of who acts as paying agent, all money that we pay to a paying agent that remains unclaimed at the end of two years after the amount is due to direct holders will be repaid to us. After that two-year period, holders may look only to us for payment and not to the trustee, any other paying agent or anyone else.

Special Situations

Mergers and Similar Events
We, Rio Tinto plc and Rio Tinto Limited are generally permitted to consolidate or merge with another entity. We, Rio Tinto plc and Rio Tinto Limited are also permitted to sell or lease substantially all of our assets to another entity or to buy or lease substantially all of the assets of another entity. However, Rio Tinto Finance (USA) Limited may only take these actions if the successor entity is incorporated or organized under the laws of Australia, any state thereof, or the United States, any state thereof, or the District of Columbia; Rio Tinto Finance (USA) plc may only take these actions if the successor entity is incorporated or organized under the laws of the United Kingdom, or any political subdivision thereof, or the United States, any state thereof, or the District of Columbia; and Rio Tinto Finance (USA) Inc. may only take these actions if the successor entity is incorporated or organized under the laws of the United States, any state thereof, or the District of Columbia. In addition, neither we, Rio Tinto plc nor Rio Tinto Limited may take any of these actions unless all the following conditions are met:

Where Rio Tinto Finance (USA) Limited, Rio Tinto Finance (USA) plc, Rio Tinto Finance (USA) Inc., Rio Tinto plc or Rio Tinto Limited merges out of existence or sells or leases substantially all its assets, the successor entity must be duly organized and validly existing under the laws of the applicable jurisdiction.
If such successor entity is organized under the laws of a jurisdiction other than Australia, the United Kingdom, or the United States, any state thereof, or the District of Columbia, it must indemnify holders against any governmental charge or other cost resulting from the transaction.
Neither we, Rio Tinto plc nor Rio Tinto Limited may be in default on the debt securities or guarantees immediately prior to such action and such action must not cause a default. For purposes of this no-default test, a default would include an event of default that has occurred and not been cured, as described under “— Default and Related Matters — Events of Default — What is An Event of Default?” A default for this purpose would also include any event that would be an event of default if the requirements for notice of default or existence of defaults for a specified period of time were disregarded.
If we, Rio Tinto plc or Rio Tinto Limited merges out of existence or sells or leases substantially all of our or their assets, the successor entity must execute a supplement to the indenture, known as a supplemental indenture. In the supplemental indenture, the entity must promise to be bound by every obligation in the indenture applicable to Rio Tinto Finance (USA) Limited, Rio Tinto Finance (USA) plc, Rio Tinto Finance (USA) Inc., Rio Tinto plc or Rio Tinto Limited, as the case may be.
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We, Rio Tinto plc or Rio Tinto Limited, as the case may be, must deliver a certificate and an opinion of counsel to the trustee, each stating that the consolidation, merger, conveyance, transfer or lease, and, if applicable, the supplemental indenture pursuant to which the successor entity assumes our obligations or the obligations of Rio Tinto plc or Rio Tinto Limited, are in compliance with the indenture.
Neither our nor Rio Tinto’s assets or properties may become subject to any impermissible lien unless the debt securities issued under the indenture are secured equally and ratably with the indebtedness secured by the impermissible lien. Impermissible liens are described in further detail below under “— Restrictive Covenants — Restrictions on Liens”.

The terms of the indenture provide that, in certain circumstances, the obligations of the issuer under the debt securities may be assumed by another entity. Any such assumption might be treated for U.S. federal income tax purposes as a deemed disposition of debt securities by a U.S. holder in exchange for new debt securities issued by the new obligor. As a result of this deemed disposition, a U.S. holder could be required to recognize capital gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the issue price of the new debt securities (as determined for U.S. federal income tax purposes), and the U.S. holder’s tax basis in the debt securities. U.S. holders should consult their tax advisors concerning the U.S. federal income tax consequences to them of a change in obligor with respect to the debt securities.

Modification and Waiver
There are three types of changes we can make to the indenture and the debt securities.

Changes Requiring the Approval of all Holders. First, there are changes that cannot be made to the debt securities without the specific approval of each holder of the debt securities of the applicable series. Following is a list of those types of changes:

changes to the stated maturity of the principal or the interest payment dates on a debt security;
any reduction in amounts due on a debt security;
changes to any of our or Rio Tinto’s obligations to pay additional amounts described later under “ — Payment of Additional Amounts”;
any reduction in the amount of principal payable upon acceleration of the maturity of a debt security following a default;
changes in the place or currency of payment on a debt security;
any impairment of holders’ right to sue for payment;
any reduction in the percentage of holders of debt securities whose consent is needed to modify or amend the indenture;
any reduction in the percentage of holders of debt securities whose consent is needed to waive compliance with various provisions of the indenture or to waive various defaults; and
any modification, in any manner adverse to the holders of the debt securities, to the obligations of Rio Tinto plc or Rio Tinto Limited in respect of the payment of principal, premium, if any, and interest, if any.

Changes Requiring a Majority Vote. The second type of change to the indenture and the debt securities is the kind that requires a vote in favor by holders of debt securities owning a majority of the principal amount of the particular series affected. Most changes fall into this category, except for clarifying changes, amendments, supplements and other changes that would not adversely affect holders of the debt securities in any material respect. The same vote would be required for us to obtain a waiver of all or part of the covenants described below or a waiver of a past default. However, we cannot obtain a waiver of a payment default or any other aspect of the indenture or the debt securities listed in the first category described previously under “— Changes Requiring the Approval of all Holders” unless we obtain the individual consent of each holder to the waiver.

Changes Not Requiring Approval. The third type of change does not require any vote by holders of debt securities. This type is limited to clarifications and other changes that would not adversely affect holders of the debt securities in any material respect.

Further Details Concerning Voting. When taking a vote, we will use the following rules to decide how much principal amount to attribute to a security:

For original issue discount securities, we will use the principal amount that would be due and payable on the voting date if the maturity of the debt securities were accelerated to that date because of a default.
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For debt securities whose principal amount is not known (for example, because it is based on an index), we will use a special rule for that security described in the prospectus supplement.
For debt securities denominated in one or more foreign currencies or currency units, we will use the U.S. dollar equivalent.
Debt securities will not be considered outstanding, and therefore not eligible to vote, if we have deposited or set aside in trust money for their payment or redemption. Debt securities will also not be eligible to vote if they have been fully defeased as described later under “— Defeasance and Covenant Defeasance — Defeasance and Discharge”.
We will generally be entitled to set any day as a record date for the purpose of determining the holders of outstanding debt securities that are entitled to vote or take other action under the indenture. In limited circumstances, the trustee will be entitled to set a record date for action by holders. If we or the trustee set a record date for a vote or other action to be taken by holders of a particular series, that vote or action may be taken only by persons who are holders of outstanding debt securities of that series on the record date and must be taken within 180 days following the record date or another period that we may specify (or as the trustee may specify, if it set the record date). We may shorten or lengthen (but not beyond 180 days) this period from time to time.

Street name and other indirect holders should consult their banks or brokers for information on how approval may be granted or denied if we seek to change the indenture or the debt securities or request a waiver.

Optional Tax Redemption
The debt securities of any series may be redeemed in whole but not in part, in the three situations described below. The redemption price for the debt securities will be equal to the principal amount of the debt securities being redeemed plus accrued interest and any additional amounts due on the date fixed for redemption. Holders must receive between 10 and 60 days’ notice before their debt securities are redeemed.

The first situation is where, as a result of a change in or amendment to any laws, regulations or rulings or the official application or interpretation of such laws, regulations or rulings, or any change in the official application or interpretation of, or any execution of or any amendment to, any treaty or treaties affecting taxation, any of we, Rio Tinto plc or Rio Tinto Limited determines that it would be required to pay additional amounts as described later under “— Payment of Additional Amounts”.

The second situation is where, as a result of a change in or amendment to any laws, rulings or regulations or the official application or interpretation of such laws, rulings or regulations, or any change in the official application or interpretation of, or any execution of or any amendment to, any treaty or treaties affecting taxation, Rio Tinto plc or Rio Tinto Limited or any subsidiary of either of them determines that it would have to deduct or withhold tax on any payment to us to enable it to make a payment of principal or interest on a debt security.

In the first and second situations, the option to redeem the debt securities applies only in the case of changes or amendments that occur on or after the date specified in the prospectus supplement for the applicable series of debt securities and in the jurisdiction where Rio Tinto plc and Rio Tinto Limited are incorporated. If we, Rio Tinto plc or Rio Tinto Limited, as the case may be, have been succeeded by another entity, the applicable jurisdiction will be the jurisdiction in which such successor entity is organized, and the applicable date will be the date the entity became a successor.

In addition, in the case of the first and second situations, we, Rio Tinto plc or Rio Tinto Limited will not have the option to redeem if we could have avoided the payment of additional amounts or the deduction or withholding by using reasonable measures available to us.

The third situation is where, following a merger or consolidation of Rio Tinto plc or Rio Tinto Limited or a transfer or lease of all of Rio Tinto plc’s or Rio Tinto Limited’s assets, the person formed by such merger, consolidation, transfer or lease is organized under the laws of a jurisdiction other than the United States, the United Kingdom or Australia, or any political subdivisions thereof, and is required to pay additional amounts as described under “—Payment of Additional Amounts”.

We, Rio Tinto plc or Rio Tinto Limited shall deliver to the trustee an Officer’s Certificate to the effect that the circumstances required for redemption exist.

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Restrictive Covenants

Restrictions on Liens
Some of our or Rio Tinto’s property may be subject to a mortgage or other legal mechanism that gives our and Rio Tinto’s lenders preferential rights in that property over other lenders, including the holders of the debt securities, or over our and Rio Tinto’s general creditors if we fail to pay them back. These preferential rights are called liens. We promise that we will not become obligated on any new debt for borrowed money that is secured by a lien on any of our or Rio Tinto’s properties, unless we or Rio Tinto grant an equivalent or higher-ranking lien on the same property to the holders of the debt securities.

Neither we nor Rio Tinto need to comply with this restriction if the amount of all debt that would be secured by liens on our or Rio Tinto’s properties, excluding the debt secured by the liens that are listed below, is less than 10% of Rio Tinto’s consolidated net worth plus minorities. Consolidated net worth plus minorities is defined in the indenture as a measure of the net worth of Rio Tinto that includes amounts attributable to the outside interests in the accounting subsidiaries of Rio Tinto. A substantial portion of the consolidated assets of Rio Tinto is held by their subsidiaries and thus would not be subject to this restriction on liens.

This restriction on liens applies only to liens for borrowed money. In addition, this restriction on liens also does not apply to debt secured by a number of different types of liens. These types of liens include the following:

any lien existing on or before the date of the issuance of the applicable series of debt securities;
any lien arising by operation of law and not as a result of any act or omission on our or Rio Tinto’s part;
liens arising from any judgment against us or Rio Tinto that does not give rise to an event of default;
any lien created on property (or the title documents for that property) acquired after the date of the issuance of the applicable series of debt securities for the sole purpose of financing or refinancing or securing the cost of that property so long as the principal moneys secured by the property do not exceed the cost of that acquisition;
any lien over property (or the title documents for that property) that was in existence at the time we or Rio Tinto acquired the property;
any lien over assets and/or, where such assets comprise substantially the whole of the assets of their owner, shares or stock in the owner of those assets that secures project finance borrowing to finance the costs of developing, or acquiring and developing, those assets;
any lien over property, including improvements, which was developed, constructed or improved by us or Rio Tinto, acquired after the date of the issuance of the applicable series of debt securities,
to secure the payment of all or any part of the cost of development or construction of or improvement on the property, or
to secure indebtedness incurred by us or Rio Tinto for the purpose of financing all or any part of the cost of development or construction or of improvements on the property,
so long as the secured indebtedness does not exceed the higher of the cost or the fair market value of that
development, construction or improvement;
any lien arising solely by operation of law over any credit balance or cash held in an account with a financial institution;
any lien arising in transactions entered into or established for our or Rio Tinto’s benefit in connection with any of the following:
the operation of cash management programs;
other payment netting arrangements;
derivatives transactions (including swaps, caps, collars, options, futures transactions, forward rate agreements and foreign exchange transactions and any other similar transaction (including any option with respect to any of the foregoing) and any combination of any of the foregoing);
other normal banking transactions; or
in the ordinary course of letter of credit transactions;
any lien securing our or Rio Tinto’s indebtedness for borrowed money incurred in connection with the financing of our or Rio Tinto’s accounts receivable;
any lien arising in the ordinary course of dealings in base and precious metals, other minerals, petroleum or any other materials;
any lien incurred or deposits made in the ordinary course of business, including, but not limited to;
any mechanics’, materialmen’s, carriers’, workmen’s, vendors’ or similar lien;
any lien securing amounts in connection with workers’ compensation unemployment insurance and other types of social security; and
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any easements, right-of-way, restrictions and other similar charges;
any lien securing all or part of our or Rio Tinto’s interest in any mine or mineral deposit and/or facilities and/or any agreement or instrument relating to a mine or mineral deposit that is in favor of any operator or participant in that mine, mineral deposit or facility if
the lien serves as security for any sum which may become due to
an operator in its capacity as operator; or
to a participant by virtue of any agreement or instrument relating to such mine or mineral deposit and/or facilities; and
the lien is limited to the relevant mine or mineral deposit and/or facilities;
any lien upon specific items of our or Rio Tinto’s inventory or other goods, and proceeds inventory or other goods, securing our or Rio Tinto’s obligations relating to bankers’ acceptances, issued or created for our or Rio Tinto’s account to facilitate the purchase, shipment or storage of the inventory or other goods;
any lien incurred or deposits made securing our or Rio Tinto’s performance of tenders, bids, leases, statutory obligations, surety and appeal bonds, government contracts, performance and return-of-money bonds and other obligations of like nature incurred in the ordinary course of our or Rio Tinto’s business;
any lien on any of our or Rio Tinto’s property in favor of the Federal Government of the United States or the government of any state thereof, or the government of Australia or the government of any state or territory thereof, the United Kingdom, or the government of any member nation of the European Union, or any instrumentality of any of them, securing our or Rio Tinto’s obligations under any contract or payments owed to such entity pursuant to applicable laws, rules, regulations or statutes;
any liens securing taxes or assessments or other applicable governmental charges or levies;
any liens securing industrial revenue, development or similar bonds issued by us or Rio Tinto, or for our or Rio Tinto’s benefit, provided that the industrial revenue, development or similar bonds the sale or other transfer of
any minerals in place, or for the future production of minerals, for a specified period of time or in any amount such that, the purchaser will realize from such sale or transfer a specified amount of money or minerals; or
any other interest in property that is commonly referred to as a “production payment”;
any liens in favor of any company in the Rio Tinto Group;
any liens securing indebtedness for which we or Rio Tinto have paid money or deposited securities in an arrangement to discharge in full any liability relating to that indebtedness; and
any extension, renewal or replacement (or successive extensions, renewals or replacements), as a whole or in part, of any lien referred to above, so long as
the amount does not exceed the principal amount of the borrowed money secured by the lien which is to be extended, renewed or replaced; and
the extension, renewal or replacement lien is limited to all or a part of the same property, including improvements, that secured the lien to be extended, renewed or replaced.

Under the indenture, the following are not considered liens securing indebtedness and so are not prevented by the restrictions:
any acquisition of any property or assets by us or Rio Tinto that is subject to any reservation that creates or reserves for the seller an interest in any metals or minerals in place or the proceeds from
any conveyance or assignment in which we or Rio Tinto convey or assign an interest in any metals or minerals in place or the proceeds from their sale; or
any lien upon any of our or Rio Tinto’s wholly or partially owned or leased property or assets, to secure the payment of our or Rio Tinto’s proportionate part of the development or operating expenses in realizing the metal or mineral resources of such property.

Restrictions on Sales and Leasebacks
Neither we, Rio Tinto plc nor Rio Tinto Limited will enter into any sale and leaseback transaction involving a property, other than as allowed by this covenant. A sale and leaseback transaction is an arrangement between us or Rio Tinto and a bank, insurance company or other lender or investor where we lease a property that we previously owned for more than 270 days and sold to a lender or investor or to any person to whom the lender or investor has advanced funds on the security of the principal property.

The restriction on sales and leasebacks does not apply to any sale and leaseback transaction between any companies of the Rio Tinto Group. It also does not apply to any lease with a term, including renewals, of three years or less. Further, the indenture
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does not restrict the ability of any subsidiary (other than Rio Tinto Finance (USA) Limited, Rio Tinto Finance (USA) plc and Rio Tinto Finance (USA) Inc.) to enter into sale and leaseback transactions. A substantial portion of our and Rio Tinto’s consolidated assets is held directly by subsidiaries and so would not be subject to the covenant restricting sale and leaseback transactions.

The covenant allows us or Rio Tinto to enter into sale and leaseback transactions in two additional situations. First, we or Rio Tinto may enter sale and leaseback transactions if we could grant a lien on the property in an amount equal to the indebtedness attributable to the sale and leaseback transaction without being required to grant an equivalent or higher-ranking lien to the holders of the debt securities under the restriction on liens described above.

Second, we or Rio Tinto may enter sales and leaseback transactions if, within one year of the transaction, we or Rio Tinto, as the case may be, invest an amount equal to at least the net proceeds of the sale of the principal property that we or Rio Tinto, as the case may be, lease in the transaction or the fair value of that property, whichever is greater. This amount must be invested in any of our or Rio Tinto’s property or used to retire indebtedness for money that we borrowed, incurred or assumed that either has a maturity of 12 months or more from the date of incurrence of the indebtedness or which may be extended beyond 12 months from that date at our and Rio Tinto’s option.

Defeasance and Covenant Defeasance
The following discussion of defeasance and discharge will be applicable to a series of debt securities only if the prospectus supplement applicable to the series so states.

Defeasance and Discharge
We, Rio Tinto plc and Rio Tinto Limited can legally release ourselves from any payment or other obligations on the debt securities, except for various obligations described below, if we, Rio Tinto plc or Rio Tinto Limited, in addition to other actions, put in place the following arrangements for you to be repaid:

We, Rio Tinto plc or Rio Tinto Limited must deposit in trust for the benefit of all other direct holders of the debt securities a combination of money and U.S. government or U.S. government agency notes or bonds that will generate enough cash to make interest, principal and any other payments on the debt securities on their various due dates.
We, Rio Tinto plc or Rio Tinto Limited must deliver to the trustee a legal opinion of counsel of recognized standing with respect to such matters confirming that either (A) there has been a change in U.S. federal income tax law or (B) we have received from, or there has been published by, the U.S. Internal Revenue Service (the “IRS”) a ruling in each case to the effect that we may make the above deposit without causing beneficial owners of the debt securities to be taxed on the debt securities any differently than if we did not make the deposit and just repaid the debt securities ourselves.

However, even if we, Rio Tinto plc or Rio Tinto Limited take these actions, a number of our obligations relating to the debt securities will remain. These include the following obligations:
to register the transfer and exchange of debt securities;
to replace mutilated, destroyed, lost or stolen debt securities;
to maintain paying agencies; and
to hold money for payment in trust.

Covenant Defeasance
We, Rio Tinto plc or Rio Tinto Limited can be legally released from compliance with certain covenants, including those described under “— Restrictive Covenants” and any that may be described in the applicable prospectus supplement and including the related Events of Default if we, Rio Tinto plc or Rio Tinto Limited, as the case may be, take all the steps described above under “— Defeasance and Covenant Defeasance — Defeasance and Discharge” except that the opinion of counsel does not have to refer to a change in U.S. federal income tax laws or a ruling from the IRS.

Further Issues
We may from time to time, without your consent, create and issue further notes having the same terms and conditions as the notes so that the further issue is consolidated and forms a single series with such notes, provided however that such further notes will not have the same CUSIP, ISIN or other identifying number as the outstanding notes of the relevant series unless the further notes are fungible with the outstanding notes of the relevant series for U.S. federal income tax purposes.

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Default and Related Matters

Ranking
The debt securities are not secured by any of our property or assets nor Rio Tinto’s property or assets. Accordingly, holders of debt securities are unsecured creditors of Rio Tinto. The debt securities are not subordinated to any of our or Rio Tinto’s other debt obligations and therefore they rank equally with all our and Rio Tinto’s other unsecured and unsubordinated indebtedness.

Events of Default
Holders will have special rights if an event of default occurs and is not cured, as described later in this subsection.

What Is An Event of Default? The term event of default means any of the following:
Neither we, Rio Tinto plc nor Rio Tinto Limited pay the principal or any premium on a debt security and, in the case of technical or administrative difficulties, only if such failure to pay persists for more than three business days. As used here, a business day is a week day on which financial institutions in New York and the applicable place of payment are open for business.
Neither we, Rio Tinto plc nor Rio Tinto Limited pay interest or any additional amounts on a debt security within 30 days of its due date.
Neither we, Rio Tinto plc nor Rio Tinto Limited make a deposit of any applicable sinking fund payment within 30 days of its due date, or any applicable longer period of grace.
We, Rio Tinto plc or Rio Tinto Limited remain in breach of a covenant or any other term of the indenture or series of debt securities for 90 days after we, Rio Tinto plc or Rio Tinto Limited, as the case may be, receive a notice of default stating we, Rio Tinto plc or Rio Tinto Limited are in breach. The notice must be sent by either the trustee or holders of 25% of the principal amount of debt securities of the affected series.
We, Rio Tinto plc or Rio Tinto Limited file for bankruptcy or certain other events in bankruptcy, insolvency or reorganization occur, unless, in the case of Rio Tinto plc or Rio Tinto Limited, the reorganization is a voluntary winding up carried out in accordance with English or Australian statutory requirements as applicable and which results in a legal entity that is liable under the guarantees, and which owns the assets of Rio Tinto plc or Rio Tinto Limited, respectively.
Our or Rio Tinto’s other borrowings in principal amount of at least U.S.$50,000,000 are accelerated by reason of a default and steps are taken to obtain repayment of these borrowings.
We or Rio Tinto fail to make a payment of principal of at least U.S.$50,000,000 or fail to honor any guarantee or indemnity with respect to borrowings of at least U.S.$50,000,000 and steps are taken to enforce either of these obligations.
Any mortgage, pledge or other charge granted by us or Rio Tinto in relation to any borrowing of at least U.S.$50,000,000 becomes enforceable and steps are taken to enforce the mortgage, pledge or other charge, as the case may be.
Any other event of default described in the prospectus supplement occurs.

Remedies If an Event of Default Occurs. If an event of default has occurred and has not been cured, the trustee or the holders of 25% in principal amount of the debt securities of the affected series may declare the entire principal amount of all the debt securities of that series to be due and immediately payable. This is called a declaration of acceleration of maturity. A declaration of acceleration of maturity may be canceled by the holders of at least a majority in principal amount of the debt securities of the affected series if we, Rio Tinto plc or Rio Tinto Limited have paid the outstanding amounts, other than amounts due because of the acceleration of maturity, and we, Rio Tinto plc or Rio Tinto Limited have satisfied certain other conditions.

Except in cases of default, where the trustee has some special duties, the trustee is not required to take any action under the indenture at the request of any holders unless the holders offer the trustee reasonable protection from expenses and liability. This protection is called an indemnity. If reasonable indemnity is provided, the holders of a majority in principal amount of the outstanding debt securities of the relevant series may direct the time, method and place of conducting any lawsuit or other formal legal action seeking any remedy available to the trustee. These majority holders may also direct the trustee in performing any other action under the indenture.

Before bypassing the trustee and bringing a lawsuit or other formal legal action or taking other steps to enforce rights or protect interests relating to the debt securities, the following must occur:
The trustee must be given written notice that an event of default has occurred and remains uncured.
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The holders of 25% in principal amount of all outstanding debt securities of the relevant series must make a written request that the trustee take action because of the default, and must offer reasonable indemnity to the trustee against the cost and other liabilities of taking that action.
The trustee must have not taken action for 60 days after receipt of the above notice and offer of indemnity and the trustee has not received an inconsistent direction from the holders of a majority in principal amount of all outstanding debt securities during that period.

However, such limitations do not apply to a suit instituted for the enforcement of payment of the principal of or interest on a debt security on or after the respective due dates.

Street name and other indirect holders should consult their banks or brokers for information on how to give notice or direction to or make to or make a request of the trustee and to make or cancel a declaration of acceleration.

We and Rio Tinto will furnish to the trustee every year a written statement of certain of our and Rio Tinto’s officers certifying that, to their knowledge, we and Rio Tinto are in compliance with the indenture and the debt securities, or else specifying any default.

Regarding The Trustee
If an event of default occurs, or an event occurs that would be an event of default if the requirements for giving default notice or the default having to exist for a specific period of time were disregarded, the trustee may be considered to have a conflicting interest with respect to the debt securities for purposes of the Trust Indenture Act of 1939. In that case, the trustee may be required to resign as trustee under the applicable indenture and we or Rio Tinto would be required to appoint a successor trustee.

CLEARANCE AND SETTLEMENT
General

Debt securities we issue may be held through one or more international and domestic clearing systems. The principal clearing systems we will use are the book-entry systems operated by The Depository Trust Company (“DTC”) in the United States, Clearstream Banking, S.A. in Luxembourg (“Clearstream, Luxembourg”) and Euroclear SA/NV (“Euroclear”) in Brussels, Belgium. These systems have established electronic securities and payment transfer, processing, depositary and custodial links among themselves and others, either directly or through custodians and depositaries. These links allow securities to be issued, held and transferred among the clearing systems without the physical transfer of certificates.

Other Clearing Systems
We may choose any other clearing system for a particular series of debt securities. The clearance and settlement procedures for the clearing system we choose will be described in the applicable prospectus supplement.

Primary Distribution
The distribution of debt securities will be cleared through one or more of the clearing systems that we have described above or any other clearing system that is specified in the applicable prospectus supplement. Payment for debt securities will be made on a delivery versus payment or free delivery basis. These payment procedures will be more fully described in the applicable prospectus supplement.

Clearance and settlement procedures may vary from one series of debt securities to another according to the currency that is chosen for the specific series of debt securities. Customary clearance and settlement procedures are described below.

We will submit applications to the relevant system or systems for the debt securities to be accepted for clearance. The clearance numbers that are applicable to each clearance system will be specified in the applicable prospectus supplement.

Clearance and Settlement Procedures — DTC
DTC participants that hold securities through DTC on behalf of investors will follow the settlement practices applicable to U.S. corporate debt obligations in DTC’s Same-Day Funds Settlement System.

Debt securities will be credited to the securities custody accounts of these DTC participants against payment in the same-day funds, for payments in U.S. dollars, on the settlement date. For payments in a currency other than U.S. dollars, securities will be credited free of payment on the settlement date.

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Clearance and Settlement Procedures — Euroclear and Clearstream, Luxembourg
We understand that investors that hold their securities through Euroclear or Clearstream, Luxembourg accounts will follow the settlement procedures that are applicable to conventional Eurobonds in registered form.

Debt securities will be credited to the securities custody accounts of Euroclear and Clearstream, Luxembourg participants on the business day following the settlement date, for value on the settlement date. They will be credited either free of payment or against payment for value on the settlement date.

Secondary Market Trading

Trading between DTC Participants
We understand that secondary market trading between DTC participants will occur in the ordinary way in accordance with DTC’s rules. Secondary market trading will be settled using procedures applicable to U.S. corporate debt obligations in DTC’s Same-Day Funds Settlement System.

If payment is made in U.S. dollars, settlement will be in same-day funds. If payment is made in a currency other than U.S. dollars, settlement will be free of payment. If payment is made other than in U.S. dollars, separate payment arrangements outside of the DTC system must be made between the DTC participants involved.

Trading between Euroclear and/or Clearstream, Luxembourg Participants
We understand that secondary market trading between Euroclear and/or Clearstream, Luxembourg participants will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg. Secondary market trading will be settled using procedures applicable to conventional Eurobonds in registered form.

Trading between a DTC Seller and a Euroclear or Clearstream, Luxembourg Purchaser
A purchaser of debt securities that are held in the account of a DTC participant must send instructions to Euroclear or Clearstream, Luxembourg at least one business day prior to settlement. The instructions will provide for the transfer of the securities from the selling DTC participant’s account to the account of the purchasing Euroclear or Clearstream, Luxembourg participant. Euroclear or Clearstream, Luxembourg, as the case may be, will then instruct the common depositary for Euroclear and Clearstream, Luxembourg to receive the debt securities either against payment or free of payment.

Special Timing Considerations
You should be aware that investors will only be able to make and receive deliveries, payments and other communications involving debt securities through Clearstream, Luxembourg and Euroclear on days when those systems are open for business. Those systems may not be open for business on days when banks, brokers and other institutions are open for business in the United States.

In addition, because of time-zone differences, there may be problems with completing transactions involving Clearstream, Luxembourg and Euroclear on the same business day as in the United States. U.S. investors who wish to transfer their interests in the debt securities, or to receive or make a payment or delivery of debt securities, on a particular day, may find that the transactions will not be performed until the next business day in Luxembourg or Brussels, depending on whether Clearstream, Luxembourg or Euroclear is used.


DESCRIPTION OF NOTES
The following description is a summary of each of our individual Notes and does not purport to be complete. It is subject to and qualified in its entirety by reference to the indenture dated 2 July 2001with The Bank of New York Mellon, as trustee, the Issuers and the Guarantors, as supplemented and amended dated as of 16 March 2012 and as supplemented by the First Supplemental Indenture dated 8 May 2017 ans the supplemental indenture dated 6 May 2020.
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DESCRIPTION OF GUARANTEED 2.750% NOTES DUE 2051
Issuer
Rio Tinto Finance (USA) Limited
Notes Offered
U.S.$1,250,000,000 2.750% notes due 2051
Guarantees
Full and unconditional guarantees of the principal, interest, premium, if any, and any other additional amounts payable in respect of the notes.
Stated Maturity
November 2, 2051
Principal Amount of Notes Being Issued
U.S.$1,250,000,000
Issue Price
98.909%
Ranking
The Notes and guarantees are not secured by any of Rio Tinto Finance (USA) Limited's or Rio Tinto’s respective property or assets and will rank equally with all other unsecured and unsubordinated indebtedness. Since Rio Tinto plc and Rio Tinto Limited are holding companies and currently conduct their operations through subsidiaries, payments on the guarantees are effectively subordinated to the other liabilities of those subsidiaries.
Interest Rate
2.750%
Date Interest Starts Accruing
November 2, 2021
Interest Payment Dates
Semi-annually in arrears on May 2 and November 2 of each year, commencing May 2, 2022.
Business day convention
Following, Unadjusted
Day count fraction
30/360
Optional Redemption
The notes will be redeemable at Rio Tinto Finance (USA) Limited’s option or at the option of Rio Tinto plc and Rio Tinto Limited, in whole or in part, at any time. See “Description of Guaranteed Notes — Optional Redemption” above. Upon redemption, Rio Tinto Finance (USA) Limited will pay a redemption price equal to (i) if such redemption occurs prior to May 2, 2051, the greater of (x) 100% of the principal amount of the notes to be redeemed and (y) as certified to the trustee by Rio Tinto Finance (USA) Limited or Rio Tinto, the sum of the present values of the Remaining Scheduled Payments discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus a spread of 15 basis points or (ii) if such redemption occurs on or after May 2, 2051, 100% of the principal amount of the notes to be redeemed, together, in either case, with accrued interest on the principal amount of the notes to be redeemed to the date of redemption. The “Comparable Treasury Issue” for purposes of the definition contained in “Description of Guaranteed Notes — Optional Redemption” will be the U.S. Treasury security selected by the quotation agents as having a maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes to be redeemed.
Tax Redemption
In the event of various tax law changes that require Rio Tinto Finance (USA) Limited, Rio Tinto plc or Rio Tinto Limited to pay additional amounts and other limited circumstances, as described above under “Description of Guaranteed Debt Securities — Special Situations — Payment of Additional Amounts”, Rio Tinto Finance (USA) Limited, Rio Tinto plc or Rio Tinto Limited may call all, but not less than all, of the notes for redemption at 100% of their aggregate principal amount plus accrued interest to the date of redemption.
Form of Notes; Clearance and Settlement
Rio Tinto Finance (USA) Limited will issue the notes in fully registered form. The notes will be represented by one or more global securities registered in the name of a nominee of DTC and deposited with The Bank of New York Mellon, as depositary. You will hold a beneficial interest in the notes through DTC in book-entry form. Indirect holders trading their beneficial interest in the notes through DTC must trade in DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading through Euroclear and Clearstream, Luxembourg will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg.
Denomination
The notes will be issued in minimum denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof.
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Trustee and Paying Agent
The Bank of New York Mellon
Listing
New York Stock Exchange.
General
Rio Tinto Finance (USA) Limited were offered U.S.$1,250,000,000 initial aggregate principal amount of 2.750% notes due 2051. Book-entry interests in the notes are issued, as described above in “Clearance and Settlement”, in minimum denominations of U.S.$2,000 and in integral multiples of U.S.$1,000.
The notes bear interest 2.750%, payable semi-annually in arrears on May 2 and November 2 of each year, beginning on May 2, 2022. Interest on the notes is computed on the basis of a 360-day year of twelve 30-day months. If any interest payment date (other than the maturity date) would otherwise be a day that is not a business day, the relevant interest payment date will be postponed to the next day that is a business day.
A “business day” means any day other than a day on which banks are permitted or required to be closed in London and New York, NY. The Indenture, the notes and the guarantees will be governed by New York law.
The notes are unsecured, unsubordinated indebtedness of Rio Tinto Finance (USA) Limited and rank equally with all of its other unsecured and unsubordinated indebtedness from time to time outstanding.
Rio Tinto plc and Rio Tinto Limited each unconditionally guarantee on an unsubordinated basis the due and punctual payment of the principal of and any premium and interest on the notes, when and as any such payments become due and payable, whether at maturity, upon redemption or declaration of acceleration, or otherwise. The guarantees of the notes are unsecured, unsubordinated obligations of Rio Tinto plc and Rio Tinto Limited. The guarantees rank equally with all other unsecured and unsubordinated indebtedness of Rio Tinto plc and Rio Tinto Limited from time to time outstanding. Because Rio Tinto plc and Rio Tinto Limited are holding companies, the notes are effectively subordinated to any indebtedness of each of their subsidiaries.

The trustee is The Bank of New York Mellon. See “Description of Guaranteed Debt Securities — Default and Related Matters” above for a description of the trustee’s procedures and remedies available in the event of default.

The principal corporate trust office of the trustee in New York, NY, is currently designated as the principal paying agent. Rio Tinto Finance (USA) Limited may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.
Payment of principal of and interest on the notes, so long as the notes are represented by global securities, as discussed below, will be made in immediately available funds. Beneficial interests in the global securities are traded in the same-day funds settlement system of The Depository Trust Company, referred to as DTC, and secondary market trading activity in such interests are therefore settled in same-day funds.
Optional Redemption
Rio Tinto Finance (USA) Limited or Rio Tinto may redeem the notes in whole or in part, at its option or at the option of Rio Tinto plc and Rio Tinto Limited at any time and from time to time at a redemption price equal to (i) if such redemption occurs prior to May 2, 2051, the greater of (x) 100% of the principal amount of the notes to be redeemed and (y) as certified to the trustee by Rio Tinto Finance (USA) Limited, the sum of the present values of the Remaining Scheduled Payments discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus a spread of 15 basis points or (ii) if such redemption occurs on or after May 2, 2051, 100% of the principal amount of the notes to be redeemed, together, in either case, with accrued interest on the principal amount of the notes to be redeemed to the date of redemption. In connection with such optional redemption, the following defined terms apply:

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the third business day immediately preceding that redemption date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

“Comparable Treasury Issue” means the United States Treasury security selected by the Independent Investment Banker that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by Rio Tinto Finance (USA) Limited to act as the “Independent Investment Banker.”
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“Comparable Treasury Price” means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if the Independent Investment Banker for the notes obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations.

“Reference Treasury Dealer” means (1) each of BofA Securities, Inc. and Citigroup Global Markets Inc. and their respective successors and one other nationally recognized investment banking firm that is a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”) specified from time to time by us; and (2) a Primary Treasury Dealer selected by Credit Agricole Securities (USA) Inc., provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, we shall substitute therefor another nationally recognized investment banking firm that is a Primary Treasury Dealer.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 p.m., New York, NY time, on the third business day preceding that redemption date.

“Remaining Scheduled Payments” means, with respect to each note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date but for such redemption, providedhowever, that, if that redemption date is not an interest payment date with respect to such notes, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to that redemption date.

Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of the notes to be redeemed. On and after any redemption date, interest will cease to accrue on the notes or any portion thereof called for redemption. On or before any redemption date, Rio Tinto Finance (USA) Limited shall deposit with a paying agent (or the trustee) money sufficient to pay the redemption price of and accrued interest on the notes to be redeemed on such date. If less than all of the notes is to be redeemed, the notes to be redeemed shall be selected by the trustee by such method as the trustee shall deem fair and appropriate. The redemption price shall be calculated by the Independent Investment Banker and Rio Tinto Finance (USA) Limited, and the trustee and any paying agent for the notes shall be entitled to rely on such calculation.

Payment of Additional Amounts

All payments of principal, premium (if any) and interest in respect of the notes or the guarantees are made free and clear of, and without withholding or deduction for, any taxes, assessments, duties or governmental charges imposed, levied or collected by any jurisdiction in which Rio Tinto Finance (USA) Limited, Rio Tinto plc or Rio Tinto Limited, as the case may be, or any successor entity, are organized (or any political subdivision or taxing authority of or in that jurisdiction having power to tax). If withholding or deduction is required by law, Rio Tinto Finance (USA) Limited, Rio Tinto plc or Rio Tinto Limited, as the case may be, must, subject to certain exceptions, pay to each holder of the notes additional amounts as may be necessary in order that every net payment of principal of (and premium, if any, on) and interest on the notes after deduction or other withholding for or on account of any present or future tax, assessment, duty or other governmental charge, will not be less than the amount that would have been payable on the notes in the absence of such deduction or withholding. The requirement to pay additional amounts and the exceptions thereto are discussed in greater detail above under “Description of Guaranteed Debt Securities — Special Situations — Payment of Additional Amounts”.
Tax Redemption
In the event of various tax law changes and other limited circumstances that require Rio Tinto Finance (USA) Limited, Rio Tinto plc or Rio Tinto Limited to pay additional amounts as described above under “Description of Guaranteed Debt Securities — Special Situations — Payment of Additional Amounts”, Rio Tinto Finance (USA) Limited, Rio Tinto plc or Rio Tinto Limited may call all, but not less than all, of the notes for redemption. This means Rio Tinto Finance (USA) Limited may repay the notes early. Rio Tinto Finance (USA) Limited’s ability to redeem the notes is discussed in greater detail above under “Description of Guaranteed Debt Securities — Special Situations — Optional Tax Redemption.” If Rio Tinto Finance (USA) Limited calls the notes as a result of such tax law changes, it must pay 100% of their principal amount (including any additional amounts). Rio Tinto Finance (USA) Limited will also pay the holders accrued interest if it has not otherwise paid interest through the redemption date (including any additional amounts). Notes will stop bearing interest on the redemption date, even if the holders do not collect their money.

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Notice of Redemption
In either of the situations discussed above, Rio Tinto Finance (USA) Limited will give notice to DTC of any redemption it proposes to make at least 10 days, but not more than 60 days, before the redemption date. Notice by DTC to participating institutions and by these participants to street name holders of indirect interests in the notes will be made according to arrangements among them and may be subject to statutory or regulatory requirements.
Defeasance and Discharge
Rio Tinto Finance (USA) Limited may release itself from any payment or other obligations on the notes as described above under “Description of Guaranteed Debt Securities — Defeasance and Covenant Defeasance — Defeasance and Discharge”.
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DESCRIPTION OF GUARANTEED 4.125% NOTES DUE 2042
Issuer
Rio Tinto Finance (USA) plc
Notes Offered
U.S.$750,000,000 4.125% notes due 2042
Guarantees
Full and unconditional guarantees of the principal, interest, premium, if any, and any other additional amounts payable in respect of the notes are given by Rio Tinto plc and Rio Tinto Limited.
Stated Maturity
August 21, 2042
Principal Amount of Notes Being Issued
U.S.$750,000,000
Issue Price
97.346%
Ranking
The notes and guarantees are not secured by any of Rio Tinto Finance (USA) plc’s or Rio Tinto’s respective property or assets and will rank equally with all other unsecured and unsubordinated indebtedness. Since Rio Tinto plc and Rio Tinto Limited are holding companies and currently conduct their operations through subsidiaries, payments on the guarantees are effectively subordinated to the other liabilities of those subsidiaries.
Interest Rate
4.125%
Date Interest Starts Accruing
August 21, 2012
Interest Payment Dates
Semi-annually in arrears on February 21 and August 21 of each year, commencing February 21, 2013.
First Interest Payment Date
February 21, 2013
Optional Redemption
Each series of notes will be redeemable at Rio Tinto Finance (USA) plc’s option or at the option of Rio Tinto plc and Rio Tinto Limited, in whole or in part, at any time. See “Description of Guaranteed Notes — Optional Redemption” above. Upon redemption, Rio Tinto Finance (USA) plc will pay a redemption price equal to (i) the greater of (x) 100% of the principal amount of the notes to be redeemed and (y) as certified to the trustee by Rio Tinto Finance (USA) plc or Rio Tinto, the sum of the present values of the remaining scheduled payments of principal and interest on the relevant series of notes (excluding any interest accrued as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus a spread of 25 basis points in the case of the 2042 notes or (ii) if such redemption occurs on or after February 21, 100% of the principal amount of the notes to be redeemed, together, in each case, with accrued interest on the principal amount of the notes to be redeemed to the date of redemption. The “Comparable Treasury Issue” for purposes of the definition contained in “Description of Guaranteed Notes — Optional Redemption” will be the U.S. Treasury security selected by the quotation agents as having a maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes to be redeemed.
Tax Redemption
In the event of various tax law changes that require Rio Tinto Finance (USA) plc, Rio Tinto plc or Rio Tinto Limited to pay additional amounts and other limited circumstances, as described under “Description of Guaranteed Debt Securities — Special Situations — Payment of Additional Amounts”, Rio Tinto Finance (USA) plc, Rio Tinto plc or Rio Tinto Limited may call all, but not less than all, of the notes of each series for redemption at 100% of their aggregate principal amount plus accrued interest to the date of redemption.
Form of Notes; Clearance and Settlement
Rio Tinto Finance (USA) plc will issue the notes in fully registered form. The notes will be represented by one or more global securities registered in the name of a nominee of DTC and deposited with The Bank of New York Mellon, as depositary. You will hold a beneficial interest in the notes through DTC in book-entry form. Indirect holders trading their beneficial interest in the notes through DTC must trade in DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading through Euroclear and Clearstream, Luxembourg will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg.
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Denomination
The notes will be issued in minimum denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof.
Trustee and Paying Agent
The Bank of New York Mellon
Listing
New York Stock Exchange
General
Rio Tinto Finance (USA) plc offered U.S.$750,000,000 initial aggregate principal amount of 4.125% notes due 2042. Book-entry interests in the notes are issued, as described above in “Clearance and Settlement”, in minimum denominations of U.S.$2,000 and in integral multiples of U.S.$1,000. The notes bear interest at 4.125%, payable semi-annually in arrears on February 21 and August 21 of each year, commencing February 21, 2013. The regular record dates for payments of interest are February 6 and August 6. Interest on the notes are computed on the basis of a 360-day year of twelve 30-day months. A “business day” means any day other than a day on which banks are permitted or required to be closed in London and New York, NY. The Indenture, the notes and the guarantees will be governed by New York law.
The notes are unsecured, unsubordinated indebtedness of Rio Tinto Finance (USA) plc and rank equally with all of its other unsecured and unsubordinated indebtedness from time to time outstanding.
Rio Tinto plc and Rio Tinto Limited each unconditionally guarantee on an unsubordinated basis the due and punctual payment of the principal of and any premium and interest on the notes, when and as any such payments become due and payable, whether at maturity, upon redemption or declaration of acceleration, or otherwise. The guarantees of the notes are unsecured, unsubordinated obligations of Rio Tinto plc and Rio Tinto Limited. The guarantees rank equally with all other unsecured and unsubordinated indebtedness of Rio Tinto plc and Rio Tinto Limited from time to time outstanding. Because Rio Tinto plc and Rio Tinto Limited are holding companies, the notes will effectively be subordinated to any indebtedness of each of their subsidiaries.

The trustee is The Bank of New York Mellon. See “Description of Guaranteed Debt Securities—Default and Related Matters” for a description of the trustee’s procedures and remedies available in the event of default.

The principal corporate trust office of the trustee in New York, NY, is currently designated as the principal paying agent. Rio Tinto Finance (USA) plc’s may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.

Payment of principal of and interest on the notes, so long as the notes are represented by global securities, as discussed above, are immediately available funds. Beneficial interests in the global securities are traded in the same-day funds settlement system of The Depository Trust Company, referred to as DTC, and secondary market trading activity in such interests are therefore settled in same-day funds.

Optional Redemption

Rio Tinto Finance (USA) plc or Rio Tinto may redeem any series of notes in whole or in part, at its option or at the option of Rio Tinto plc and Rio Tinto Limited at any time and from time to time at a redemption price equal to (i) if such redemption occurs prior February 21, 2042, the greater of (x) 100% of the principal amount of the notes to be redeemed and (y) as certified to the trustee by Rio Tinto Finance (USA) plc or Rio Tinto, the sum of the present values of the Remaining Scheduled Payments discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus a spread of 25 basis points, or (ii) if such redemption occurs on or after February 21, 2042, 100% of the principal amount of the notes to be redeemed, together, with accrued interest on the principal amount of the notes to be redeemed to the date of redemption. In connection with such optional redemption, the following defined terms apply:
“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the third business day immediately preceding that redemption date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.
“Comparable Treasury Issue” means the United States Treasury security selected by the Independent Investment Banker that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the relevant series of notes.
“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by Rio Tinto Finance (USA) plc to act as the “Independent Investment Banker.”
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“Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding that redemption date, as set forth in the daily statistical release designated H.15 (519) (or any successor release) published by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or (ii) if such release (or any successor release) is not published or does not contain such prices on such business day, (A) the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if the Independent Investment Banker for the notes obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations.
“Reference Treasury Dealer” means each of HSBC Securities (USA) Inc., Morgan Stanley & Co. LLC, RBS Securities Inc., BNP Paribas Securities Corp., RBC Capital Markets, LLC, SG Americas Securities, LLC, Standard Chartered Bank and their respective successors and one other nationally recognized investment banking firm that is a Primary Treasury Dealer specified from time to time by Rio Tinto Finance (USA) plc, providedhowever, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York, NY (a “Primary Treasury Dealer”), Rio Tinto Finance (USA) plc shall substitute therefor another nationally recognized investment banking firm that is a Primary Treasury Dealer.
“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 p.m., New York, NY time, on the third business day preceding that redemption date.
“Remaining Scheduled Payments” means, with respect to each note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date but for such redemption, providedhowever, that, if that redemption date is not an interest payment date with respect to such notes, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to that redemption date.
Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of the notes to be redeemed. On and after any redemption date, interest will cease to accrue on the notes or any portion thereof called for redemption. On or before any redemption date, Rio Tinto Finance (USA) plc shall deposit with a paying agent (or the trustee) money sufficient to pay the redemption price of and accrued interest on the notes to be redeemed on such date. If less than all of a series of notes is to be redeemed, the notes to be redeemed shall be selected by the trustee by such method as the trustee shall deem fair and appropriate. The redemption price shall be calculated by the Independent Investment Banker and Rio Tinto Finance (USA) plc, and the trustee and any paying agent for the notes shall be entitled to rely on such calculation.
Payment of Additional Amounts
All payments of principal, premium (if any) and interest in respect of the notes or the guarantees are free and clear of, and without withholding or deduction for, any taxes, assessments, duties or governmental charges imposed, levied or collected by any jurisdiction in which Rio Tinto Finance (USA) plc, Rio Tinto plc or Rio Tinto Limited, as the case may be, or any successor entity, is organized (or any political subdivision or taxing authority of or in that jurisdiction having power to tax). If withholding or deduction is required by law, Rio Tinto Finance (USA) plc, Rio Tinto plc or Rio Tinto Limited, as the case may be, must, subject to certain exceptions, pay to each holder of the notes additional amounts as may be necessary in order that every net payment of principal of (and premium, if any, on) and interest on the notes after deduction or other withholding for or on account of any present or future tax, assessment, duty or other governmental charge, will not be less than the amount that would have been payable on the notes in the absence of such deduction or withholding. The requirement to pay additional amounts and the exceptions thereto are discussed in greater detail above under “Description of Guaranteed Debt Securities — Special Situations — Payment of Additional Amounts”.
Tax Redemption
In the event of various tax law changes that require Rio Tinto Finance (USA) plc, Rio Tinto plc or Rio Tinto Limited to pay additional amounts and other limited circumstances, as described above under “Description of Guaranteed Debt Securities — Special Situations — Payment of Additional Amounts”, Rio Tinto Finance (USA) plc, Rio Tinto plc or Rio Tinto Limited may call all, but not less than all, of the relevant series of notes for redemption. This means Rio Tinto Finance (USA) plc may repay that series of notes early. Rio Tinto Finance (USA) plc’s ability to redeem the notes is discussed in greater detail above under “Description of Guaranteed Debt Securities — Special Situations — Optional Tax Redemption.” If Rio Tinto Finance (USA) plc calls a series of notes as a result of such tax law changes, it must pay 100% of their principal amount (including any
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additional amounts). Rio Tinto Finance (USA) plc will also pay the holders accrued interest if it has not otherwise paid interest through the redemption date (including any additional amounts). Notes will stop bearing interest on the redemption date, even if the holders do not collect their money.

In either of the situations discussed above, Rio Tinto Finance (USA) plc will give notice to DTC of any redemption it proposes to make at least 30 days, but not more than 60 days, before the redemption date. Notice by DTC to participating institutions and by these participants to street name holders of indirect interests in the notes will be made according to arrangements among them and may be subject to statutory or regulatory requirements.
Defeasance and Discharge
Rio Tinto Finance (USA) plc may release itself from any payment or other obligations on the notes as described above under “Description of Guaranteed Debt Securities — Defeasance and Covenant Defeasance — Defeasance and Discharge”.
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DESCRIPTION OF GUARANTEED 4.750% NOTES DUE 2042
Issuer
Rio Tinto Finance (USA) plc
Notes Offered
U.S.$500,000,000 4.750% notes due 2042
Guarantees
Full and unconditional guarantees of the principal, interest, premium, if any, and any other additional amounts payable in respect of the notes are given by Rio Tinto plc and Rio Tinto Limited.
Stated Maturity
March 22, 2042
Principal Amount of Notes Being Issued
2042 notes: U.S.$500,000,000
Issue Price
98.599%
Ranking
The notes and guarantees are not secured by any of Rio Tinto Finance (USA) plc’s or Rio Tinto’s respective property or assets and will rank equally with all other unsecured and unsubordinated indebtedness. Since Rio Tinto plc and Rio Tinto Limited are holding companies and currently conduct their operations through subsidiaries, payments on the guarantees are effectively subordinated to the other liabilities of those subsidiaries.
Interest Rate
4.750%
Date Interest Starts Accruing
March 22, 2012
Interest Payment Dates
Semi-annually in arrears on March 22 and September 22 of each year, commencing September 22, 2012
First Interest Payment Date
September 22, 2012
Optional Redemption
at Rio Tinto Finance (USA) plc’s option or at the option of Rio Tinto plc and Rio Tinto Limited, in whole or in part, at any time. See “Description of Guaranteed Notes — Optional Redemption”. Upon redemption, Rio Tinto Finance (USA) plc will pay a redemption price equal to (i) the greater of (x) 100% of the principal amount of the notes to be redeemed and (y) as certified to the trustee by it or Rio Tinto, the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed (excluding any interest accrued as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus a spread of 25 basis points or (ii) if such redemption occurs on or after September 22, 2041, 100% of the principal amount of the notes to be redeemed, together, in each case, with accrued interest on the principal amount of the notes to be redeemed to the date of redemption. The “Comparable Treasury Issue” for purposes of the definition contained in “Description of Guaranteed Notes — Optional Redemption” will be the U.S. Treasury security selected by the quotation agents as having a maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes to be redeemed.
Tax Redemption
In the event of various tax law changes and other limited circumstances that require Rio Tinto Finance (USA) plc to pay additional amounts as described under “Description of Guaranteed Debt Securities — Special Situations — Payment of Additional Amounts”, Rio Tinto Finance (USA) plc, Rio Tinto plc or Rio Tinto Limited may call all, but not less than all, of the notes of each series for redemption at 100% of their aggregate principal amount plus accrued interest to the date of redemption.
Form of Notes; Clearance and Settlement
Rio Tinto Finance (USA) plc will issue the notes in fully registered form. The notes will be represented by one or more global securities registered in the name of a nominee of DTC and deposited with The Bank of New York Mellon, as depositary. You will hold a beneficial interest in the notes through DTC in book-entry form. Indirect holders trading their beneficial interest in the notes through DTC must trade in DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading through Euroclear and Clearstream, Luxembourg will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg.
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Denomination
The notes will be issued in minimum denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof.
Trustee and Paying Agent
The Bank of New York Mellon
Listing
New York Stock Exchange
General
Rio Tinto Finance (USA) plc offered U.S.$500,000,000 initial aggregate principal amount of 4.750% notes due 2042. Book-entry interests in the notes are issued, as described in “Clearance and Settlement”, in minimum denominations of U.S.$2,000 and in integral multiples of U.S.$1,000. The notes bear interest at the applicable rate per annum of 4.750%, payable semi-annually in arrears on March 20 and September 20 of each year, commencing September 22, 2012. The regular record dates for payments of interest is March 7 and September 7. Interest on the notes is computed on the basis of a 360-day year of twelve 30-day months. A “business day” means any day other than a day on which banks are permitted or required to be closed in London and New York, NY. The Indenture, the notes and the guarantees will be governed by New York law.
The notes are unsecured, unsubordinated indebtedness of Rio Tinto Finance (USA) plc and rank equally with all of its other unsecured and unsubordinated indebtedness from time to time outstanding.
Rio Tinto plc and Rio Tinto Limited each unconditionally guarantee on an unsubordinated basis the due and punctual payment of the principal of and any premium and interest on the notes, when and as any such payments become due and payable, whether at maturity, upon redemption or declaration of acceleration, or otherwise. The guarantees of the notes are unsecured, unsubordinated obligations of Rio Tinto plc and Rio Tinto Limited. The guarantees rank equally with all other unsecured and unsubordinated indebtedness of Rio Tinto plc and Rio Tinto Limited from time to time outstanding. Because Rio Tinto plc and Rio Tinto Limited are holding companies, the notes will effectively be subordinated to any indebtedness of each of their subsidiaries.
The trustee will be The Bank of New York Mellon. See “Description of Guaranteed Debt Securities—Default and Related Matters” for a description of the trustee’s procedures and remedies available in the event of default.

The principal corporate trust office of the trustee in New York, NY, is currently designated as the principal paying agent. Rio Tinto Finance (USA) plc may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.

Payment of principal of and interest on the notes, so long as the notes are represented by global securities, as discussed above, will be made in immediately available funds. Beneficial interests in the global securities will trade in the same-day funds settlement system of The Depository Trust Company, referred to as DTC, and secondary market trading activity in such interests will therefore settle in same-day funds.

Optional Redemption

Rio Tinto Finance (USA) plc or Rio Tinto may redeem any series of notes in whole or in part, at its option or at the option of Rio Tinto plc and Rio Tinto Limited at any time and from time to time. In the case of the 2042 notes, upon redemption, Rio Tinto Finance (USA) plc will pay a redemption price equal to (i) if such redemption occurs prior to September 22, 2041, the greater of (x) 100% of the principal amount of the notes to be redeemed and (y) as certified to the trustee by Rio Tinto Finance (USA) plc or Rio Tinto, the sum of the present values of the Remaining Scheduled Payments discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus a spread of 25 basis points, or (ii) if such redemption occurs on or after September 22, 2041, 100% of the principal amount of the notes to be redeemed, together, with accrued interest on the principal amount of the notes to be redeemed to the date of redemption. In connection with such optional redemption, the following defined terms apply:

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the third business day immediately preceding that redemption date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

“Comparable Treasury Issue” means the United States Treasury security selected by the Independent Investment Banker that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the relevant series of notes.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by Rio Tinto Finance (USA) plc to act as the “Independent Investment Banker.”
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“Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding that redemption date, as set forth in the daily statistical release designated H.15 (519) (or any successor release) published by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or (ii) if such release (or any successor release) is not published or does not contain such prices on such business day, (A) the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if the Independent Investment Banker for the notes obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations.

“Reference Treasury Dealer” means each of Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, ANZ Securities Inc., Credit Agricole Securities (USA) Inc., Mitsubishi UFJ Securities (USA), Inc., SG Americas Securities, LLC and their respective successors and one other nationally recognized investment banking firm that is a Primary Treasury Dealer specified from time to time by Rio Tinto Finance (USA) plcprovidedhowever, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York, NY (a “Primary Treasury Dealer”), Rio Tinto Finance (USA) plc shall substitute therefor another nationally recognized investment banking firm that is a Primary Treasury Dealer.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 p.m., New York, NY time, on the third business day preceding that redemption date.

“Remaining Scheduled Payments” means, with respect to each note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date but for such redemption, providedhowever, that, if that redemption date is not an interest payment date with respect to such notes, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to that redemption date.

Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of the notes to be redeemed. On and after any redemption date, interest will cease to accrue on the notes or any portion thereof called for redemption. On or before any redemption date, Rio Tinto Finance (USA) plc shall deposit with a paying agent (or the trustee) money sufficient to pay the redemption price of and accrued interest on the notes to be redeemed on such date. If less than all of a series of notes is to be redeemed, the notes to be redeemed shall be selected by the trustee by such method as the trustee shall deem fair and appropriate. The redemption price shall be calculated by the Independent Investment Banker and Rio Tinto Finance (USA) plc, and the trustee and any paying agent for the notes shall be entitled to rely on such calculation.

Payment of Additional Amounts

All payments of principal, premium (if any) and interest in respect of the notes or the guarantees will be made free and clear of, and without withholding or deduction for, any taxes, assessments, duties or governmental charges imposed, levied or collected by any jurisdiction in which Rio Tinto Finance (USA) plc, Rio Tinto plc or Rio Tinto Limited, as the case may be, or any successor entity, is organized (or any political subdivision or taxing authority of or in that jurisdiction having power to tax). If withholding or deduction is required by law, Rio Tinto Finance (USA) plc, Rio Tinto plc or Rio Tinto Limited, as the case may be, must, subject to certain exceptions, pay to each holder of the notes additional amounts as may be necessary in order that every net payment of principal of (and premium, if any, on) and interest on the notes after deduction or other withholding for or on account of any present or future tax, assessment, duty or other governmental charge, will not be less than the amount that would have been payable on the notes in the absence of such deduction or withholding. The requirement to pay additional amounts and the exceptions thereto are discussed in greater detail above under “Description of Guaranteed Debt Securities — Special Situations — Payment of Additional Amounts”.

Tax Redemption

In the event of various tax law changes other limited circumstances that require Rio Tinto Finance (USA) plc, Rio Tinto plc or Rio Tinto Limited, to pay additional amounts as described above under “Description of Guaranteed Debt Securities — Special Situations — Payment of Additional Amounts”, Rio Tinto Finance (USA) plc, Rio Tinto plc or Rio Tinto Limited may call all,
39


but not less than all, the notes for redemption. This means Rio Tinto Finance (USA) plc may repay the notes early. Rio Tinto Finance (USA) plc’s ability to redeem the notes is discussed above under “Description of Guaranteed Debt Securities — Special Situations — Optional Tax Redemption.” If Rio Tinto Finance (USA) plc calls the notes as a result of such tax law changes, it must pay 100% of their principal amount (including any additional amounts). Rio Tinto Finance (USA) plc will also pay the holders accrued interest if it has not otherwise paid interest through the redemption date (including any additional amounts). Notes will stop bearing interest on the redemption date, even if the holders do not collect their money.

In either of the situations discussed above, Rio Tinto Finance (USA) plc will give notice to DTC of any redemption it proposes to make at least 30 days, but not more than 60 days, before the redemption date. Notice by DTC to participating institutions and by these participants to street name holders of indirect interests in the notes will be made according to arrangements among them and may be subject to statutory or regulatory requirements.

Defeasance and Discharge

Rio Tinto Finance (USA) plc may release itself from any payment or other obligations on the notes as described above under “Description of Guaranteed Debt Securities — Defeasance and Covenant Defeasance — Defeasance and Discharge”.

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DESCRIPTION OF GUARANTEED 5.000% NOTES DUE 2033
Issuer
Rio Tinto Finance (USA) plc
Notes Offered
U.S.$650,000,000 5.000% notes due 2033
Guarantees
Full and unconditional guarantees of the principal, interest, premium, if any, and any other additional amounts payable in respect of the notes are given by Rio Tinto plc and Rio Tinto Limited.
Stated Maturity
March 9, 2033
Principal Amount of Notes Being Issued
U.S.$650,000,000
Issue Price
99.712%
Ranking
The notes and guarantees are not secured by any of Rio Tinto Finance (USA) plc’s or Rio Tinto’s respective property or assets and will rank equally with all other unsecured and unsubordinated indebtedness. Since Rio Tinto plc and Rio Tinto Limited are holding companies and currently conduct their operations through subsidiaries, payments on the guarantees are effectively subordinated to the other liabilities of those subsidiaries.
Interest Rate
5.000%
Date Interest Starts Accruing
March 9, 2023
Interest Payment Dates
Semi-annually in arrears on September 9 and March 9 of each year, commencing September 9, 2023
First Interest Payment Date
September 9, 2023
Optional Redemption
The notes will be redeemable at Rio Tinto Finance (USA) plc’s option or at the option of Rio Tinto plc and Rio Tinto Limited, in whole or in part, at any time. See “Description of Guaranteed Notes — Optional Redemption”. Upon redemption, Rio Tinto Finance (USA) plc will pay a redemption price equal to (i) if such redemption occurs prior to December 9, 2032, the greater of (x) 100% of the principal amount of the notes to be redeemed and (y) as certified to the trustee by Rio Tinto Finance (USA) plc or Rio Tinto, the sum of the present values of the Remaining Scheduled Payments discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus a spread of 20 basis points or (ii) if such redemption occurs on or after December 9, 2032, 100% of the principal amount of the notes to be redeemed, together, in either case, with accrued interest on the principal amount of the notes to be redeemed to the date of redemption. The “Comparable Treasury Issue” for purposes of the definition contained in “Description of Guaranteed Notes — Optional Redemption” will be the U.S. Treasury security selected by the quotation agents as having a maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes to be redeemed.
Tax Redemption
In the event of various tax law changes and other limited circumstances that require Rio Tinto Finance (USA) plc or Rio Tinto Limited to pay additional amounts as described under “Description of Guaranteed Debt Securities — Special Situations — Payment of Additional Amounts”, Rio Tinto Finance (USA) plc, Rio Tinto plc or Rio Tinto Limited may call all, but not less than all, of the notes of each series for redemption at 100% of their aggregate principal amount plus accrued interest to the date of redemption.
Form of Notes; Clearance and Settlement
Rio Tinto Finance (USA) plc will issue the notes in fully registered form. The notes will be represented by one or more global securities registered in the name of a nominee of DTC and deposited with The Bank of New York Mellon, as depositary. You will hold a beneficial interest in the notes through DTC in book-entry form. Indirect holders trading their beneficial interest in the notes through DTC must trade in DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading through Euroclear and Clearstream, Luxembourg will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg.
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Denomination
The notes will be issued in minimum denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof.
Trustee and Paying Agent
The Bank of New York Mellon
Listing
New York Stock Exchange
General
Rio Tinto Finance (USA) plc offered U.S.$650,000,000 initial aggregate principal amount of 5.000% notes due 2033. Book-entry interests in the notes are issued, as described above in “Clearance and Settlement”, in minimum denominations of U.S.$2,000 and in integral multiples of U.S.$1,000. The notes bear interest 5.000%, payable semi-annually on September 9 and March 9 of each year, beginning September 9, 2023. Interest on the notes is computed on the basis of a 360-day year of twelve 30-day months. If any interest payment date (other than maturity date) is otherwise a day that is not a business day, the relevant interest payment date is postponed to the next day that is a business day. A “business day” means any day other than a day on which banks are permitted or required to be closed in London and New York, NY. The Indenture, the notes and the guarantees are governed by New York law.
The notes are unsecured, unsubordinated indebtedness of Rio Tinto Finance (USA) plc and rank equally with all of its other unsecured and unsubordinated indebtedness from time to time outstanding.
Rio Tinto plc and Rio Tinto Limited each unconditionally guarantee on an unsubordinated basis the due and punctual payment of the principal of and any premium and interest on the notes, when and as any such payments become due and payable, whether at maturity, upon redemption or declaration of acceleration, or otherwise. The guarantees of the notes are unsecured, unsubordinated obligations of Rio Tinto plc and Rio Tinto Limited. The guarantees rank equally with all other unsecured and unsubordinated indebtedness of Rio Tinto plc and Rio Tinto Limited from time to time outstanding. Because Rio Tinto plc and Rio Tinto Limited are holding companies, the notes are effectively subordinated to any indebtedness of each of their subsidiaries.
The trustee is be The Bank of New York Mellon. See “Description of Guaranteed Debt Securities—Default and Related Matters” above for a description of the trustee’s procedures and remedies available in the event of default.

The principal corporate trust office of the trustee in New York, NY, is currently designated as the principal paying agent. Rio Tinto Finance (USA) plc may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.

Payment of principal of and interest on the notes, so long as the notes are represented by global securities, as discussed below, are made in immediately available funds. Beneficial interests in the global securities are traded in the same-day funds settlement system of The Depository Trust Company, referred to as DTC, and secondary market trading activity in such interests are therefore settled in same-day funds.

Optional Redemption

Rio Tinto Finance (USA) plc or Rio Tinto may redeem the notes in whole or in part, at its option or at the option of Rio Tinto plc and Rio Tinto Limited at any time and from time to time at a redemption price equal to (i) if such redemption occurs prior to December 9, 2032, the greater of (x) 100% of the principal amount of the notes to be redeemed and (y) as certified to the trustee by Rio Tinto Finance (USA) plc or Rio Tinto, the sum of the present values of the Remaining Scheduled Payments discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus a spread of 20 basis points, or (ii) if such redemption occurs on or after December 9, 2032, 100% of the principal amount of the notes to be redeemed, together, in either case, with accrued interest on the principal amount of the notes to be redeemed to the date of redemption. In connection with such optional redemption, the following defined terms apply:

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the third business day immediately preceding that redemption date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

“Comparable Treasury Issue” means the United States Treasury security selected by the Independent Investment Banker that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the relevant notes.

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“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by Rio Tinto Finance (USA) plc to act as the “Independent Investment Banker.”

“Comparable Treasury Price” means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if the Independent Investment Banker for the notes obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third business day preceding that redemption date.

“Reference Treasury Dealer” means each of Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, ANZ Securities Inc., Credit Agricole Securities (USA) Inc., Mitsubishi UFJ Securities (USA), Inc., SG Americas Securities, LLC and their respective successors and one other nationally recognized investment banking firm that is a Primary Treasury Dealer specified from time to time by Rio Tinto Finance (USA) plcprovidedhowever, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York, NY (a “Primary Treasury Dealer”), Rio Tinto Finance (USA) plc shall substitute therefor another nationally recognized investment banking firm that is a Primary Treasury Dealer.

“Remaining Scheduled Payments” means, with respect to each note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date but for such redemption, providedhowever, that, if that redemption date is not an interest payment date with respect to such notes, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to that redemption date.

Notice of any redemption will be mailed at least 10 days but not more than 60 days before the redemption date to each holder of the notes to be redeemed. On and after any redemption date, interest will cease to accrue on the notes or any portion thereof called for redemption. On or before any redemption date, Rio Tinto Finance (USA) plc shall deposit with a paying agent (or the trustee) money sufficient to pay the redemption price of and accrued interest on the notes to be redeemed on such date. If less than all of the notes is to be redeemed, the notes to be redeemed shall be selected by the trustee by such method as the trustee shall deem fair and appropriate. The redemption price shall be calculated by the Independent Investment Banker and Rio Tinto Finance (USA) plc, and the trustee and any paying agent for the notes shall be entitled to rely on such calculation.

Payment of Additional Amounts

All payments of principal, premium (if any) and interest in respect of the notes or the guarantees are made free and clear of, and without withholding or deduction for, any taxes, assessments, duties or governmental charges imposed, levied or collected by any jurisdiction in which Rio Tinto Finance (USA) plc, Rio Tinto plc or Rio Tinto Limited, as the case may be, or any successor entity, are organized (or any political subdivision or taxing authority of or in that jurisdiction having power to tax), unless the withholding or deduction is required by law. If withholding or deduction is required by law, Rio Tinto Finance (USA) plc, Rio Tinto plc or Rio Tinto Limited, as the case may be, must, subject to certain exceptions, pay to each holder of the notes additional amounts as may be necessary in order that every net payment of principal of (and premium, if any, on) and interest on the notes after deduction or other withholding for or on account of any present or future tax, assessment, duty or other governmental charge, will not be less than the amount that would have been payable on the notes in the absence of such deduction or withholding. The requirement to pay additional amounts and the exceptions thereto are discussed in greater detail above under “Description of Guaranteed Debt Securities — Special Situations — Payment of Additional Amounts”.

Tax Redemption

In the event of various tax law changes and other limited circumstances that require Rio Tinto Finance (USA) plc, Rio Tinto plc or Rio Tinto Limited, to pay additional amounts as described above under “Description of Guaranteed Debt Securities — Special Situations — Payment of Additional Amounts”, Rio Tinto Finance (USA) plc, Rio Tinto plc or Rio Tinto Limited may call all, but not less than all, of the notes for redemption. This means Rio Tinto Finance (USA) plc may repay the notes early. Rio Tinto Finance (USA) plc’s ability to redeem the notes is discussed in greater detail above under “Description of Guaranteed Debt Securities — Special Situations — Optional Tax Redemption.” If Rio Tinto Finance (USA) plc calls the notes as a result of such tax law changes, it must pay 100% of their principal amount (including any additional amounts). Rio Tinto Finance (USA) plc will also pay the holders accrued interest if it has not otherwise paid interest through the redemption
43


date (including any additional amounts). Notes will stop bearing interest on the redemption date, even if the holders do not collect their money.

Notice of Redemption

In either of the situations discussed above, Rio Tinto Finance (USA) plc will give notice to DTC of any redemption it proposes to make at least 10 days, but not more than 60 days, before the redemption date. Notice by DTC to participating institutions and by these participants to street name holders of indirect interests in the notes will be made according to arrangements among them and may be subject to statutory or regulatory requirements.

Defeasance and Discharge

Rio Tinto Finance (USA) plc may release itself from any payment or other obligations on the notes as described above under “Description of Guaranteed Debt Securities — Defeasance and Covenant Defeasance — Defeasance and Discharge”.

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DESCRIPTION OF GUARANTEED 5.125% NOTES DUE 2053
Issuer
Rio Tinto Finance (USA) plc
Notes Offered
U.S.$1,100,000,000 5.125% notes due 2053
Guarantees
Full and unconditional guarantees of the principal, interest, premium, if any, and any other additional amounts payable in respect of the notes are given by Rio Tinto plc and Rio Tinto Limited.
Stated Maturity
March 9, 2053
Principal Amount of Notes Being Issued
U.S.$1,100,000,000
Issue Price
98.479%
Ranking
The notes and guarantees are not secured by any of Rio Tinto Finance (USA) plc’s or Rio Tinto’s respective property or assets and will rank equally with all other unsecured and unsubordinated indebtedness. Since Rio Tinto plc and Rio Tinto Limited are holding companies and currently conduct their operations through subsidiaries, payments on the guarantees are effectively subordinated to the other liabilities of those subsidiaries.
Interest Rate
5.125%
Date Interest Starts Accruing
March 9, 2023
Interest Payment Dates
Semi-annually in arrears on September 9 and March 9 of each year, commencing September 9, 2023
First Interest Payment Date
September 9, 2023
Optional Redemption
The notes will be redeemable at Rio Tinto Finance (USA) plc’s option or at the option of Rio Tinto plc and Rio Tinto Limited, in whole or in part, at any time. See “Description of Guaranteed Notes — Optional Redemption”. Upon redemption, Rio Tinto Finance (USA) plc will pay a redemption price equal to (i) if such redemption occurs prior to September 9, 2052, the greater of (x) 100% of the principal amount of the notes to be redeemed and (y) as certified to the trustee by Rio Tinto Finance (USA) plc or Rio Tinto, the sum of the present values of the Remaining Scheduled Payments discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus a spread of 20 basis points or (ii) if such redemption occurs on or after September 9, 2052, 100% of the principal amount of the notes to be redeemed, together, in either case, with accrued interest on the principal amount of the notes to be redeemed to the date of redemption. The “Comparable Treasury Issue” for purposes of the definition contained in “Description of Guaranteed Notes — Optional Redemption” will be the U.S. Treasury security selected by the quotation agents as having a maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes to be redeemed.
Tax Redemption
In the event of various tax law changes and other limited circumstances that require Rio Tinto Finance (USA) plc or Rio Tinto Limited to pay additional amounts as described under “Description of Guaranteed Debt Securities — Special Situations — Payment of Additional Amounts”, Rio Tinto Finance (USA) plc, Rio Tinto plc or Rio Tinto Limited may call all, but not less than all, of the notes of each series for redemption at 100% of their aggregate principal amount plus accrued interest to the date of redemption.
Form of Notes; Clearance and Settlement
Rio Tinto Finance (USA) plc will issue the notes in fully registered form. The notes will be represented by one or more global securities registered in the name of a nominee of DTC and deposited with The Bank of New York Mellon, as depositary. You will hold a beneficial interest in the notes through DTC in book-entry form. Indirect holders trading their beneficial interest in the notes through DTC must trade in DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading through Euroclear and Clearstream, Luxembourg will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg.
45


Denomination
The notes will be issued in minimum denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof.
Trustee and Paying Agent
The Bank of New York Mellon
Listing
New York Stock Exchange
General
Rio Tinto Finance (USA) plc offered U.S.$1,100,000,000 initial aggregate principal amount of 5.125% notes due 2033. Book-entry interests in the notes are issued, as described above in “Clearance and Settlement”, in minimum denominations of U.S.$2,000 and in integral multiples of U.S.$1,000. The notes bear interest 5.125%, payable semi-annually on September 9 and March 9 of each year,beginning September 9, 2023. Interest on the notes is computed on the basis of a 360-day year of twelve 30-day months. If any interest payment date (other than maturity date) is otherwise a day that is not a business day, the relevant interest payment date is postponed to the next day that is a business day. A “business day” means any day other than a day on which banks are permitted or required to be closed in London and New York, NY. The Indenture, the notes and the guarantees are governed by New York law.
The notes are unsecured, unsubordinated indebtedness of Rio Tinto Finance (USA) plc and rank equally with all of its other unsecured and unsubordinated indebtedness from time to time outstanding.
Rio Tinto plc and Rio Tinto Limited each unconditionally guarantee on an unsubordinated basis the due and punctual payment of the principal of and any premium and interest on the notes, when and as any such payments become due and payable, whether at maturity, upon redemption or declaration of acceleration, or otherwise. The guarantees of the notes are unsecured, unsubordinated obligations of Rio Tinto plc and Rio Tinto Limited. The guarantees rank equally with all other unsecured and unsubordinated indebtedness of Rio Tinto plc and Rio Tinto Limited from time to time outstanding. Because Rio Tinto plc and Rio Tinto Limited are holding companies, the notes are effectively subordinated to any indebtedness of each of their subsidiaries.
The trustee is be The Bank of New York Mellon. See “Description of Guaranteed Debt Securities—Default and Related Matters” above for a description of the trustee’s procedures and remedies available in the event of default.

The principal corporate trust office of the trustee in New York, NY, is currently designated as the principal paying agent. Rio Tinto Finance (USA) plc may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.

Payment of principal of and interest on the notes, so long as the notes are represented by global securities, as discussed below, are made in immediately available funds. Beneficial interests in the global securities are traded in the same-day funds settlement system of The Depository Trust Company, referred to as DTC, and secondary market trading activity in such interests are therefore settled in same-day funds.

Optional Redemption

Rio Tinto Finance (USA) plc or Rio Tinto may redeem the notes in whole or in part, at its option or at the option of Rio Tinto plc and Rio Tinto Limited at any time and from time to time at a redemption price equal to (i) if such redemption occurs prior to September 9, 2052, the greater of (x) 100% of the principal amount of the notes to be redeemed and (y) as certified to the trustee by Rio Tinto Finance (USA) plc or Rio Tinto, the sum of the present values of the Remaining Scheduled Payments discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus a spread of 20 basis points, or (ii) if such redemption occurs on or after September 9, 2052, 100% of the principal amount of the notes to be redeemed, together, in either case, with accrued interest on the principal amount of the notes to be redeemed to the date of redemption. In connection with such optional redemption, the following defined terms apply:

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the third business day immediately preceding that redemption date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

“Comparable Treasury Issue” means the United States Treasury security selected by the Independent Investment Banker that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the relevant notes.

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“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by Rio Tinto Finance (USA) plc to act as the “Independent Investment Banker.”

“Comparable Treasury Price” means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if the Independent Investment Banker for the notes obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third business day preceding that redemption date.

“Reference Treasury Dealer” means each of Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, ANZ Securities Inc., Credit Agricole Securities (USA) Inc., Mitsubishi UFJ Securities (USA), Inc., SG Americas Securities, LLC and their respective successors and one other nationally recognized investment banking firm that is a Primary Treasury Dealer specified from time to time by Rio Tinto Finance (USA) plcprovidedhowever, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York, NY (a “Primary Treasury Dealer”), Rio Tinto Finance (USA) plc shall substitute therefor another nationally recognized investment banking firm that is a Primary Treasury Dealer.

“Remaining Scheduled Payments” means, with respect to each note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date but for such redemption, providedhowever, that, if that redemption date is not an interest payment date with respect to such notes, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to that redemption date.

Notice of any redemption will be mailed at least 10 days but not more than 60 days before the redemption date to each holder of the notes to be redeemed. On and after any redemption date, interest will cease to accrue on the notes or any portion thereof called for redemption. On or before any redemption date, Rio Tinto Finance (USA) plc shall deposit with a paying agent (or the trustee) money sufficient to pay the redemption price of and accrued interest on the notes to be redeemed on such date. If less than all of the notes is to be redeemed, the notes to be redeemed shall be selected by the trustee by such method as the trustee shall deem fair and appropriate. The redemption price shall be calculated by the Independent Investment Banker and Rio Tinto Finance (USA) plc, and the trustee and any paying agent for the notes shall be entitled to rely on such calculation.

Payment of Additional Amounts

All payments of principal, premium (if any) and interest in respect of the notes or the guarantees are made free and clear of, and without withholding or deduction for, any taxes, assessments, duties or governmental charges imposed, levied or collected by any jurisdiction in which Rio Tinto Finance (USA) plc, Rio Tinto plc or Rio Tinto Limited, as the case may be, or any successor entity, are organized (or any political subdivision or taxing authority of or in that jurisdiction having power to tax), unless the withholding or deduction is required by law. If withholding or deduction is required by law, Rio Tinto Finance (USA) plc, Rio Tinto plc or Rio Tinto Limited, as the case may be, must, subject to certain exceptions, pay to each holder of the notes additional amounts as may be necessary in order that every net payment of principal of (and premium, if any, on) and interest on the notes after deduction or other withholding for or on account of any present or future tax, assessment, duty or other governmental charge, will not be less than the amount that would have been payable on the notes in the absence of such deduction or withholding. The requirement to pay additional amounts and the exceptions thereto are discussed in greater detail above under “Description of Guaranteed Debt Securities — Special Situations — Payment of Additional Amounts”.

Tax Redemption

In the event of various tax law changes and other limited circumstances that require Rio Tinto Finance (USA) plc, Rio Tinto plc or Rio Tinto Limited, to pay additional amounts as described above under “Description of Guaranteed Debt Securities — Special Situations — Payment of Additional Amounts”, Rio Tinto Finance (USA) plc, Rio Tinto plc or Rio Tinto Limited may call all, but not less than all, of the notes for redemption. This means Rio Tinto Finance (USA) plc may repay the notes early. Rio Tinto Finance (USA) plc’s ability to redeem the notes is discussed in greater detail above under “Description of Guaranteed Debt Securities — Special Situations — Optional Tax Redemption.” If Rio Tinto Finance (USA) plc calls the notes as a result of such tax law changes, it must pay 100% of their principal amount (including any additional amounts). Rio Tinto Finance (USA) plc will also pay the holders accrued interest if it has not otherwise paid interest through the redemption
47


date (including any additional amounts). Notes will stop bearing interest on the redemption date, even if the holders do not collect their money.

Notice of Redemption

In either of the situations discussed above, Rio Tinto Finance (USA) plc will give notice to DTC of any redemption it proposes to make at least 10 days, but not more than 60 days, before the redemption date. Notice by DTC to participating institutions and by these participants to street name holders of indirect interests in the notes will be made according to arrangements among them and may be subject to statutory or regulatory requirements.

Defeasance and Discharge

Rio Tinto Finance (USA) plc may release itself from any payment or other obligations on the notes as described above under “Description of Guaranteed Debt Securities — Defeasance and Covenant Defeasance — Defeasance and Discharge”.

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DESCRIPTION OF GUARANTEED 5.20% NOTES DUE 2040
Issuer
Rio Tinto Finance (USA) Limited
Notes Offered
U.S.$500,000,000 5.20% notes due 2040
U.S.$300,000,000 5.20% notes due 2040
U.S.$350,000,000 5.20% notes due 2040
Guarantees
Full and unconditional guarantees of the principal, interest, premium, if any, and any other additional amounts payable in respect of the notes are given by Rio Tinto plc and Rio Tinto Limited.
Stated Maturity
November 2, 2040
Principal Amount of Notes Being Issued
U.S.$1,150,000,000
Issue Price
99.940% (for U.S.$500,000,000)
98.091% plus accrued interest of U.S.$780,000 for the period from May 2, 2011 to, but not including, May 20, 2011 (for U.S.$300,000,000)
102.285% plus accrued interest of U.S.$6,926,111.11 for the period from May 2, 2011 to, but not including, September 19, 2011 (for U.S.$350,000,000)
Ranking
The notes and guarantees are not secured by any of Rio Tinto Finance (USA) Limited’s or Rio Tinto’s respective property or assets and will rank equally with all other unsecured and unsubordinated indebtedness. Since Rio Tinto plc and Rio Tinto Limited are holding companies and currently conduct their operations through subsidiaries, payments on the guarantees are effectively subordinated to the other liabilities of those subsidiaries.
Interest Rate
5.200%
Date Interest Starts Accruing
November 2, 2010 (for U.S.$500,000,000)
May 2, 2011 (for U.S.$300,000,000 and U.S.$350,000,000) May 2, 2011 (for U.S.$500,000,000)
Interest Payment Dates
May 2 and November 2 of each year, commencing November 2, 2011
First Interest Payment Date
May 2, 2011 (for U.S.$500,000,000)
November 2, 2011 (for U.S.$300,000,000 and U.S.$350,000,000)
Optional Make-Whole Redemption
Each series of notes will be redeemable at Rio Tinto Finance (USA) Limited’s option or at the option of Rio Tinto plc and Rio Tinto Limited, in whole or in part, at any time. See “Description of Guaranteed Notes — Optional Make-Whole Redemption”. Upon redemption, Rio Tinto Finance (USA) Limited will pay a redemption price equal to the greater of (i) 100% of the principal amount of the notes to be redeemed and (ii) as certified to the trustee by it or Rio Tinto, the sum of the present values of the remaining scheduled payments of principal and interest on the relevant series of notes (excluding any interest accrued as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus a spread of 20 basis, together with accrued interest on the principal amount of the notes to be redeemed to the date of redemption. The “Comparable Treasury Issue” for purposes of the definition contained in “Description of Guaranteed Notes — Optional Make-Whole Redemption” will be the U.S. Treasury security selected by the quotation agents as having a maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes to be redeemed.
Tax Redemption
In the event of various tax law changes and other limited circumstances that requires Rio Tinto Finance (USA) Limited to pay additional amounts as described under “Description of Guaranteed Debt Securities — Special Situations — Payment of Additional Amounts”, Rio Tinto Finance (USA) Limited, Rio Tinto plc or Rio Tinto Limited may call all, but not less than all, of the notes of each series for redemption at 100% of their aggregate principal amount plus accrued interest to the date of redemption.
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Form of Notes; Clearance and Settlement
Rio Tinto Finance (USA) Limited will issue the notes in fully registered form. The notes will be represented by one or more global securities registered in the name of a nominee of DTC and deposited with The Bank of New York Mellon, as depositary. You will hold a beneficial interest in the notes through DTC in book-entry form. Indirect holders trading their beneficial interest in the notes through DTC must trade in DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading through Euroclear and Clearstream, Luxembourg will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg.
Denomination
The notes will be issued in minimum denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof.
Further Issues
Rio Tinto Finance (USA) Limited may from time to time without your consent create and issue further notes having the same terms and conditions as any series of notes so that the further issue is consolidated and forms a single series with such series of notes, provided that such further issue constitutes a “qualified reopening” for U.S. federal income tax purposes or such further notes are issued with not more than a de minimis amount of original issue discount for U.S. federal income tax purposes.
Trustee and Paying Agent
The Bank of New York Mellon
Listing
New York Stock Exchange.
General
Rio Tinto Finance (USA) Limited offered U.S.$500,000,000 initial aggregate principal amount of 5.200% notes due 2040. Book-entry interests in the notes are issued, as described in “Clearance and Settlement” above, in minimum denominations of U.S.$2,000 and in integral multiples of U.S.$1,000. The notes bear interest at 5.200% per annum, payable semi-annually in arrears on May 2 and November 2 of each year, commencing May 2, 2011. The regular record dates for payments of interest are April 17 and October 17.

Rio Tinto Finance (USA) Limited offered U.S.$300,000,000 initial aggregate principal amount of 5.200% notes due 2040. Book-entry interests in the notes are issued, as described in “Clearance and Settlement” above, in minimum denominations of U.S.$2,000 and in integral multiples of U.S.$1,000. The notes bear interest at the of 5.200% per annum, payable semi-annually in arrears on May 20 and November 20 of each year, commencing November 2, 2011. The regular record dates for payments of interest are April 17 and November 17.

Rio Tinto Finance (USA) Limited offered U.S.$350,000,000 initial aggregate principal amount of 5.200% notes due 2040. Book-entry interests in the notes are issued, as described in “Clearance and Settlement” above, in minimum denominations of U.S.$2,000 and in integral multiples of U.S.$1,000. The notes bear interest at the rate of 5.200% per annum, payable semi-annually in arrears on March 20 and September 20 of each year, commencing November 2, 2011. The regular record dates for payments of interest will be April 17 and October 17.
Interest on the notes will be computed on the basis of a 360-day year of twelve 30-day months. A “business day” means any day other than a day on which banks are permitted or required to be closed in London and New York, NY. The Indenture, the notes and the guarantees will be governed by New York law.
The notes are be unsecured, unsubordinated indebtedness of Rio Tinto Finance (USA) Limited and rank equally with all of its other unsecured and unsubordinated indebtedness from time to time outstanding.
Rio Tinto plc and Rio Tinto Limited each unconditionally guarantee on an unsubordinated basis the due and punctual payment of the principal of and any premium and interest on the notes, when and as any such payments become due and payable, whether at maturity, upon redemption or declaration of acceleration, or otherwise. The guarantees of the notes are unsubordinated obligations of Rio Tinto plc and Rio Tinto Limited. The guarantees rank equally with all other unsecured and unsubordinated indebtedness of Rio Tinto plc and Rio Tinto Limited from time to time outstanding. Because Rio Tinto plc and Rio Tinto Limited are holding companies, the notes are effectively subordinated to any indebtedness of each of their subsidiaries.
The trustee will be The Bank of New York Mellon. See “Description of Guaranteed Debt Securities— Default and Related Matters” above for a description of the trustee’s procedures and remedies available in the event of default.

The principal corporate trust office of the trustee in New York, NY, is currently designated as the principal paying agent. Rio Tinto Finance (USA) Limited may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.
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Payment of principal of and interest on the notes, so long as the notes are represented by global securities, as discussed above, are made in immediately available funds. Beneficial interests in the global securities are traded in the same-day funds settlement system of The Depository Trust Company, referred to as DTC, and secondary market trading activity in such interests are therefore settled in same-day funds.

Optional Make-Whole Redemption

Rio Tinto Finance (USA) Limited may redeem any series of notes in whole or in part, at its option or at the option of Rio Tinto plc and Rio Tinto Limited at any time and from time to time at a redemption price equal to the greater of (i) 100% of the principal amount of the notes to be redeemed and (ii) as certified to the trustee by Rio Tinto Finance (USA) Limited or Rio Tinto, the sum of the present values of the Remaining Scheduled Payments discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus a spread of 20 basis points, together with accrued interest on the principal amount of the notes to be redeemed to the date of redemption. In connection with such optional redemption, the following defined terms apply:
“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi- annual equivalent yield to maturity (computed as of the third business day immediately preceding that redemption date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

“Comparable Treasury Issue” means the United States Treasury security selected by the Independent Investment Banker that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the relevant series of notes.

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by Rio Tinto Finance (USA) Limited to act as the “Independent Investment Banker.”

“Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding that redemption date, as set forth in the daily statistical release designated H.15 (519) (or any successor release) published by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or (ii) if such release (or any successor release) is not published or does not contain such prices on such business day, (A) the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if the Independent Investment Banker for the notes obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations.

“Reference Treasury Dealer” means each of J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., RBS Securities Inc., Morgan Stanley & Co. Incorporated, RBC Capital Markets, LLC, SG Americas Securities, LLC and their respective successors and one other nationally recognized investment banking firm that is a Primary Treasury Dealer specified from time to time by Rio Tinto Finance (USA) plc, provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York, NY (a “Primary Treasury Dealer”), Rio Tinto Finance (USA) Limited shall substitute therefor another nationally recognized investment banking firm that is a Primary Treasury Dealer.

“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 p.m., New York, NY time, on the third business day preceding that redemption date.

“Remaining Scheduled Payments” means, with respect to each note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date but for such redemption, provided, however, that, if that redemption date is not an interest payment date with respect to such notes, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to that redemption date.

Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of the notes to be redeemed. On and after any redemption date, interest will cease to accrue on the notes or any portion thereof called for redemption. On or before any redemption date, Rio Tinto Finance (USA) Limited shall deposit with a
51


paying agent (or the trustee) money sufficient to pay the redemption price of and accrued interest on the notes to be redeemed on such date. If less than all of a series of notes is to be redeemed, the notes to be redeemed shall be selected by the trustee by such method as the trustee shall deem fair and appropriate. The redemption price shall be calculated by the Independent Investment Banker and Rio Tinto Finance (USA) Limited, and the trustee and any paying agent for the notes shall be entitled to rely on such calculation.

Payment of Additional Amounts

All payments of principal, premium (if any) and interest in respect of the notes or the guarantees are made free and clear of, and without withholding or deduction for, any taxes, assessments, duties or governmental charges imposed, levied or collected by any jurisdiction in which Rio Tinto Finance (USA) Limited, Rio Tinto plc or Rio Tinto Limited, as the case may be, or any successor entity, is organized (or any political subdivision or taxing authority of or in that jurisdiction having power to tax). If withholding or deduction is required by law, Rio Tinto Finance (USA) Limited, Rio Tinto plc or Rio Tinto Limited, as the case may be, must, subject to certain exceptions, pay to each holder of the notes additional amounts as may be necessary in order that every net payment of principal of (and premium, if any, on) and interest on the notes after deduction or other withholding for or on account of any present or future tax, assessment, duty or other governmental charge, will not be less than the amount that would have been payable on the notes in the absence of such deduction or withholding. The requirement to pay additional amounts and the exceptions thereto are discussed in greater detail above under “Description of Guaranteed Debt Securities—Special Situations—Payment of Additional Amounts”.

Tax Redemption

In the event of various tax law changes and other limited circumstances that require Rio Tinto Finance (USA) Limited, Rio Tinto plc or Rio Tinto Limited, to pay additional amounts as described under “Description of Guaranteed Debt Securities—Special Situations—Payment of Additional Amounts”, Rio Tinto Finance (USA) Limited, Rio Tinto plc or Rio Tinto Limited may call all, but not less than all, of the relevant series of notes for redemption. This means Rio Tinto Finance (USA) Limited may repay that series of notes early. Rio Tinto Finance (USA) Limited’s ability to redeem the notes is discussed in greater detail under “Description of Guaranteed Debt Securities—Special Situations—Optional Tax Redemption.” If Rio Tinto Finance (USA) Limited calls a series of notes as a result of such tax law changes, it must pay 100% of their principal amount (including any additional amounts). Rio Tinto Finance (USA) Limited will also pay the holders accrued interest if it has not otherwise paid interest through the redemption date (including any additional amounts). Notes will stop bearing interest on the redemption date, even if the holders do not collect their money.

In either of the situations discussed above, Rio Tinto Finance (USA) Limited will give notice to DTC of any redemption it proposes to make at least 30 days, but not more than 60 days, before the redemption date. Notice by DTC to participating institutions and by these participants to street name holders of indirect interests in the notes will be made according to arrangements among them and may be subject to statutory or regulatory requirements.

Defeasance and Discharge

Rio Tinto Finance (USA) Limited may release itself from any payment or other obligations on the notes as described under “Description of Guaranteed Debt Securities—Defeasance and Covenant Defeasance—Defeasance and Discharge”.

Further Issues

Rio Tinto Finance (USA) Limited may from time to time without your consent create and issue further notes having the same terms and conditions as the notes so that the further issue is consolidated and forms a single series with such notes, provided that such further issue constitutes a “qualified reopening” for U.S. federal income tax purposes or such further notes are issued with not more than a de minimis amount of original issue discount for U.S. federal income tax purposes.
52


DESCRIPTION OF GUARANTEED 7.125%NOTES DUE 2028
Issuer
Rio Tinto Finance (USA) Limited
Notes Offered
U.S.$750,000,000 7.125% notes due 2028
Guarantees
Full and unconditional guarantees of the principal, interest, premium, if any, and any other additional amounts payable in respect of the notes are given by Rio Tinto plc and Rio Tinto Limited.
Stated Maturity
July 15, 2028
Principal Amount of Notes Being Issued
U.S.$750,000,000
Issue Price
99.319%
Ranking
The notes and guarantees are not secured by any of Rio Tinto Finance (USA) Limited’s or Rio Tinto’s respective property or assets and will rank equally with all other unsecured and unsubordinated indebtedness. Since Rio Tinto plc and Rio Tinto Limited are holding companies and currently conduct their operations through subsidiaries, payments on the guarantees are effectively subordinated to the other liabilities of those subsidiaries.
Interest Rate
7.125%
Date Interest Starts Accruing
June 27, 2008
Interest Payment Dates
Semi-annually in arrear on January 15 and July 15 of each year, commencing January 15, 2009.
First Interest Payment Date
January 15, 2009
Optional Make-Whole Redemption
The notes will be redeemable at Rio Tinto Finance (USA) Limited’s option or at the option of Rio Tinto plc and Rio Tinto Limited, in whole or in part, at any time. See “Description of Guaranteed Notes — Optional Make-Whole Redemption”. Upon redemption, Rio Tinto Finance (USA) Limited will pay a redemption price equal to the greater of (i) 100% of the principal amount of the notes plus accrued interest to the date of redemption and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the relevant series of notes (excluding any interest accrued as of the date of redemption). The present value will be determined by discounting the remaining principal and interest payments to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the Treasury Rate (as defined below) plus a spread of 40 basis points. The “Comparable Treasury Issue” for purposes of the definition contained in “Description of Guaranteed Notes — Optional Make-Whole Redemption” will be the U.S. Treasury security selected by the quotation agents as having a maturity comparable to the remaining term of the relevant series of notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the relevant series of notes.
Tax Redemption
In the event of various tax law changes and other limited circumstances that requires Rio Tinto Finance (USA) Limited to pay additional amounts as described under “Description of Guaranteed Debt Securities — Special Situations — Payment of Additional Amounts”, Rio Tinto Finance (USA) Limited, Rio Tinto plc or Rio Tinto Limited may call all, but not less than all, of the relevant series of notes for redemption at 100% of their principal amount plus accrued interest to the date of redemption.
Change of Control
If a Change of Control Repurchase Event (as defined in “Description of the Guaranteed Notes — Change of Control Repurchase Event”) occurs, unless the notes are otherwise subject to redemption in accordance with their terms and Rio Tinto Finance (USA) Limited have elected to exercise its right to redeem the notes, Rio Tinto Finance (USA) Limited will make an offer to each holder comprising that series to repurchase all or any part (in integral multiples of U.S.$1,000) of that holder’s notes at a repurchase price in cash equal to 101% of the aggregate principal amount of notes repurchased plus any accrued and unpaid interest on the notes repurchased to the date of repurchase.
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Form of Notes; Clearance and Settlement
Rio Tinto Finance (USA) Limited will issue the notes in fully registered form. The notes will be represented by one or more global securities registered in the name of a nominee of DTC and deposited with The Bank of New York Mellon, as depositary. You will hold a beneficial interest in the notes through DTC in book-entry form. Indirect holders trading their beneficial interest in the notes through DTC must trade in DTC’s same-day funds settlement system and pay in immediately available funds. Secondary market trading through Euroclear and Clearstream, Luxembourg will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream, Luxembourg.
Denomination
The notes will be issued in minimum denominations of U.S.$2,000 and integral multiples of U.S.$1,000 in excess thereof.
Further Issues
Rio Tinto Finance (USA) Limited may from time to time without your consent create and issue further notes having the same terms and conditions as any series of notes so that the further issue is consolidated and forms a single series with such series of notes, provided that such further issue constitutes a “qualified reopening” for U.S. federal income tax purposes or such further notes are issued with not more than a de minimis amount of original discount for U.S. federal income tax purposes.
Trustee and Paying Agent
The Bank of New York Mellon
Listing
New York Stock Exchange.

General

Rio Tinto Finance (USA) Limited offered U.S.$750,000,000 initial aggregate principal amount of 7.125% notes due 2028. Book-entry interests in the notes are issued, as described in “Clearance and Settlement”, in minimum denominations of U.S.$2,000 and in integral multiples of U.S.$1,000. The notes bear interest at the applicable rate per annum of 7.125%, payable semi-annually in arrears on January 15 and July 15 of each year, commencing January 15, 2009. The regular record dates for payments of interest are January 1 and July 1. Interest on the notes are be computed on the basis of a 360-day year of twelve 30-day months. A “business day” means any day other than a day on which banks are permitted or required to be closed in London and New York, NY. The notes and guarantees will be governed by New York law.
The notes are unsecured, unsubordinated indebtedness of Rio Tinto Finance (USA) Limited and rank equally with all of its other unsecured and unsubordinated indebtedness from time to time outstanding.
Rio Tinto plc and Rio Tinto Limited each unconditionally guarantee on an unsubordinated basis the due and punctual payment of the principal of and any premium and interest on the notes, when and as any such payments become due and payable, whether at maturity, upon redemption or declaration of acceleration, or otherwise. The guarantees of the notes are unsecured, unsubordinated obligations of Rio Tinto plc and Rio Tinto Limited. The guarantees rank equally with all other unsecured and unsubordinated indebtedness of Rio Tinto plc and Rio Tinto Limited from time to time outstanding. Because Rio Tinto plc and Rio Tinto Limited are holding companies, the notes are effectively subordinated to any indebtedness of each of their subsidiaries.
The trustee is The Bank of New York (as successor to JP Morgan Chase Bank, formerly The Chase Manhattan Bank). See “Description of Guaranteed Debt Securities — Default and Related Matters” for a description of the trustee’s procedures and remedies available in the event of default.

The principal corporate trust office of the trustee in New York, NY, is currently designated as the principal paying agent. Rio Tinto Finance (USA) Limited may at any time designate additional paying agents or rescind the designation of paying agents or approve a change in the office through which any paying agent acts.
Payment of principal of and interest on the notes, so long as the notes are represented by global securities, as discussed above, are made in immediately available funds. Beneficial interests in the global securities are traded in the same-day funds settlement system of The Depository Trust Company, referred to as DTC, and secondary market trading activity in such interests are therefore settled in same-day funds.

Optional Make-Whole Redemption

Rio Tinto Finance (USA) Limited or Rio Tinto may redeem any series of notes in whole or in part, at its option or at the option of Rio Tinto plc and Rio Tinto Limited at any time and from time to time at a redemption price equal to the greater of (i) 100% of the principal amount of the notes to be redeemed and (ii) as certified to the trustee by Rio Tinto Finance (USA) Limited or
54


Rio Tinto, the sum of the present values of the Remaining Scheduled Payments discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus a spread of 40 basis points, together with accrued interest on the principal amount of the notes to be redeemed to the date of redemption. In connection with such optional redemption, the following defined terms apply:
“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi- annual equivalent yield to maturity (computed as of the third business day immediately preceding that redemption date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.
“Comparable Treasury Issue” means the United States Treasury security selected by the Independent Investment Banker that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the relevant series of notes.
“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by Rio Tinto Finance (USA) Limited to act as the “Independent Investment Banker.”
“Comparable Treasury Price” means, with respect to any redemption date, (i) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding that redemption date, as set forth in the daily statistical release designated H.15 (519) (or any successor release) published by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or (ii) if such release (or any successor release) is not published or does not contain such prices on such business day, (A) the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if the Independent Investment Banker for the notes obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such Quotations.
“Reference Treasury Dealer” means each of Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC and Greenwich Capital Markets, Inc. and their respective successors and one other nationally recognized investment banking firm that is a Primary Treasury Dealer specified from time to time by Rio Tinto Finance (USA) Limited, provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York, NY (a “Primary Treasury Dealer”), Rio Tinto Finance (USA) Limited shall substitute therefor another nationally recognized investment banking firm that is a Primary Treasury Dealer.
“Reference Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 3:30 p.m., New York, NY time, on the third business day preceding that redemption date.
“Remaining Scheduled Payments” means, with respect to each note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date but for such redemption, provided, however, that, if that redemption date is not an interest payment date with respect to such notes, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to that redemption date.
Notice of any redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of the notes to be redeemed. On and after any redemption date, interest will cease to accrue on the relevant series of notes or any portion thereof called for redemption. On or before any redemption date, Rio Tinto Finance (USA) Limited shall deposit with a paying agent (or the trustee) money sufficient to pay the redemption price of and accrued interest on the series of notes to be redeemed on such date. If less than all of a series of notes are to be redeemed, the notes to be redeemed shall be selected by the trustee by such method as the trustee shall deem fair and appropriate. The redemption price shall be calculated by the Independent Investment Banker and Rio Tinto Finance (USA) Limited, and the trustee and any paying agent for the notes shall be entitled to rely on such calculation.
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Payment of Additional Amounts

All payments of principal and interest in respect of the notes or the guarantees are made free and clear of, and without withholding or deduction for, any taxes, assessments, duties or governmental charges. If withholding or deduction is required by law, Rio Tinto Finance (USA) Limited, Rio Tinto plc or Rio Tinto Limited, as the case may be, must, subject to certain exceptions, pay to each holder of the notes additional amounts as may be necessary in order that every net payment of principal of and interest on the notes after deduction or other withholding for or on account of any present or future tax, assessment, duty or other governmental charge, will not be less than the amount that would have been payable on the notes in the absence of such deduction or withholding. The requirement to pay additional amounts is discussed in greater detail above under “Description of Guaranteed Debt Securities — Special Situations — Payment of Additional Amounts”.

Tax Redemption

In the event of various tax law changes and other limited circumstances that require Rio Tinto Finance (USA) Limited to pay additional amounts as described under “Description of Guaranteed Debt Securities — Special Situations — Payment of Additional Amounts”, Rio Tinto Finance (USA) Limited, Rio Tinto plc or Rio Tinto Limited may call all, but not less than all, of the notes for redemption. This means Rio Tinto Finance (USA) Limited may repay that series of notes early. Rio Tinto Finance (USA) Limited’s ability to redeem the notes is discussed in greater detail above under “Description of Guaranteed Debt Securities — Special Situations — Optional Tax Redemption.” If Rio Tinto Finance (USA) Limited calls a series of notes as a result of such tax law changes, it must pay 100% of their principal amount. Rio Tinto Finance (USA) Limited will also pay the holders accrued interest if it has not otherwise paid interest through the redemption date. Notes will stop bearing interest on the redemption date, even if the holders do not collect their money.

In either of the situations discussed above, Rio Tinto Finance (USA) Limited will give notice to DTC of any redemption it proposes to make at least 30 days, but not more than 60 days, before the redemption date. Notice by DTC to participating institutions and by these participants to street name holders of indirect interests in the notes will be made according to arrangements among them and may be subject to statutory or regulatory requirements.

Change of Control Repurchase Event

If a Change of Control Repurchase Event (as defined below) occurs, unless the notes are otherwise subject to redemption in accordance with their terms and Rio Tinto Finance (USA) Limited has elected to exercise its right to redeem the notes, it will make an offer to each holder comprising that series to repurchase all or any part (in integral multiples of U.S.$1,000) of that holder’s notes at a repurchase price in cash equal to 101% of the aggregate principal amount of notes repurchased plus any accrued and unpaid interest on the notes repurchased to the date of repurchase. Within 30 days following any Change of Control Repurchase Event or, at Rio Tinto Finance (USA) Limited’s option, prior to any Change of Control (as defined below), but after the public announcement of an impending Change of Control, it will mail a notice to each holder, with a copy to the trustee, describing the transaction or transactions that constitute or may constitute the Change of Control Repurchase Event and offering to repurchase notes on the payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed. The notice shall, if mailed prior to the date of consummation of the Change of Control, state that the offer to repurchase is conditional on the Change of Control Repurchase Event occurring on or prior to the payment date specified in the notice.

Rio Tinto Finance (USA) Limited will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder, to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control Repurchase Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Repurchase Event provisions of the notes, Rio Tinto Finance (USA) Limited will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control Repurchase Event provisions of the notes by virtue of such conflict. On the Change of Control Repurchase Event payment date, Rio Tinto Finance (USA) Limited will, to the extent lawful:

accept for payment all notes or portions of notes (in integral multiples of U.S.$1,000) properly tendered pursuant to Rio Tinto Finance (USA) Limited’s offer;

deposit with the trustee an amount equal to the aggregate repurchase price in respect of all notes or portions of notes properly tendered; and

deliver or cause to be delivered to the trustee the notes properly accepted, together with an officers’ certificate stating the aggregate principal amount of notes being purchased by Rio Tinto Finance (USA) Limited.
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The trustee will promptly mail to each holder of notes properly tendered the repurchase price for such notes, provided that it has received such repurchase price from Rio Tinto Finance (USA) Limited, and the trustee will promptly at Rio Tinto Finance (USA) Limited’s direction authenticate and mail (or cause to be transferred by book-entry) to each holder a new note equal in principal amount to any unpurchased portion of any notes surrendered; provided that each new note will be in a principal amount of U.S.$1,000 or an integral multiple of U.S.$1,000 in excess thereof. Rio Tinto Finance (USA) Limited will not be required to make an offer to repurchase the notes upon a Change of Control Repurchase Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by it, and such third party purchases all notes properly tendered and not withdrawn under its offer.

“Below Investment Grade Rating Event” means the notes are rated below Investment Grade by each of the Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event set out below) if each Rating Agency making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm or inform Rio Tinto Finance (USA) Limited or the trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event).
“Change of Control” means the occurrence of any of the following:
the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Rio Tinto plc or Rio Tinto Limited to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act), other than one or more members of the Rio Tinto Group;
the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) at any time directly or indirectly own(s) or acquire(s) such proportion of the issued or allotted ordinary share capital of Rio Tinto plc or Rio Tinto Limited which shall, or, if such transaction involves the conversion or exchange of such share capital for cash, securities or other property, such proportion of share capital of, or other relevant economic interest in, the surviving entity as a result of such transaction as shall, in aggregate, be entitled to exercise or direct the exercise of more than 50% of the rights to vote to elect members of the board of directors of Rio Tinto plc and Rio Tinto Limited or such surviving entity, provided that:
for the avoidance of doubt, no Change of Control shall occur solely as a result of either of Rio Tinto plc or Rio Tinto Limited and/or any of its subsidiaries at any time owning or acquiring the relevant proportion of the issued or allotted ordinary share capital of Rio Tinto Limited or Rio Tinto plc, respectively, but in such circumstances whether or not a Change of Control shall occur whether in relation to such event or thereafter shall be determined by reference to:
the Collapsed DLC Test; or
the test set out in this sub-paragraph immediately preceding this proviso applied solely to whichever of Rio Tinto plc or Rio Tinto Limited owns (whether directly or through one or more of its subsidiaries) the relevant proportion of the issued or allotted ordinary share capital of Rio Tinto Limited or Rio Tinto plc, and
no Change of Control shall be deemed to occur if all or substantially all of the holders of the issued or allotted ordinary share capital or other relevant economic interests of the relevant person or, as the case may be, surviving entity immediately after the event which would otherwise have constituted a Change of Control were the holders of the issued or allotted ordinary share capital of each or either of Rio Tinto plc or Rio Tinto Limited with the same (or substantially the same) pro rata economic interests in the share capital or relevant economic interests of the relevant person or, as the case may be, surviving entity, as such shareholders had in the issued or allotted ordinary share capital of each or either of Rio Tinto plc or Rio Tinto Limited, respectively, immediately prior to such event; or
the first day on which a majority of the members of the board of directors of either Rio Tinto plc or Rio Tinto Limited are not Continuing Directors.
“Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Below Investment Grade Rating Event.
The “Collapsed DLC Test” shall be deemed to be satisfied if any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) at any time directly or indirectly own(s) or acquire(s) more than 50% of the issued or allotted ordinary share
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capital of whichever of Rio Tinto plc or Rio Tinto Limited owns (whether directly or through one or more of its subsidiaries) the relevant proportion of the issued or allotted ordinary share capital of Rio Tinto Limited or Rio Tinto plc, respectively.
“Continuing Directors” means, as of any date of determination, any member of the board of directors of either of Rio Tinto plc or Rio Tinto Limited who (1) was a member of such board on the date of the issuance of the guarantee by either entity; or (2) was nominated for election, appointed or elected to such board with the approval of a majority of the Continuing Directors who were members of such board at the time of such nomination, appointment or election.

“Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s) and a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P); or the equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies selected by us.

“Moody’s” means Moody’s Investors Service Inc. and its successors.

“Rating Agency” means (1) each of Moody’s and S&P; and (2) if any of Moody’s or S&P ceases to rate the notes or fails to make a rating of the notes publicly available for reasons outside of Rio Tinto Finance (USA) Limited’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by Rio Tinto Finance (USA) Limited as a replacement agency for Moody’s or S&P, as the case may be.
“Rio Tinto Group” means Rio Tinto plc and Rio Tinto Limited and their respective subsidiaries taken as a whole.
“S&P” means Standard & Poor’s Ratings Services, a division of McGraw-Hill, Inc. and its successors.

Defeasance and Discharge

Rio Tinto Finance (USA) Limited may release itself from any payment or other obligations on the notes as described under “Description of Guaranteed Debt Securities — Defeasance and Covenant Defeasance — Defeasance and Discharge”.

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RULES OF THE RIO TINTO PLC EQUITY INCENTIVE PLAN 2018 RIO TINTO PLC 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 Amended by the People & Remuneration Committee: 12 February 2019 4 March 2021 28 June 2021 19 October 2023 8 May 2024 Ref: L-002632 Exhibit 4.1


 
A35346594/6.0/25 Mar 2024 i 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 ....................................................................................................................... 10 8 Leaving employment ................................................................................................................ 12 9 Suspension ................................................................................................................................ 15 10 Malus .......................................................................................................................................... 15 11 Clawback .................................................................................................................................... 17 12 Vesting in connection with relocation .................................................................................... 19 13 Takeovers and other corporate events ................................................................................... 20 14 Changing the Plan ..................................................................................................................... 23 15 Tax............................................................................................................................................... 24 16 Limits on newly issued and treasury shares ......................................................................... 24 17 General ....................................................................................................................................... 25 Schedule 1 Grant of Forfeitable Shares ............................................................................................ 28 Schedule 2 Cash Awards .................................................................................................................... 29 Schedule 3 France ............................................................................................................................... 30 1 Rule 1 Introduction ................................................................................................................... 30 2 Rule 2 Definitions ...................................................................................................................... 30 3 Rule 3 (Granting Awards) ......................................................................................................... 31 4 Rule 5 (Before Vesting) ............................................................................................................. 32 5 Rule 6 (Vesting) ......................................................................................................................... 32 6 Rule 7 (Retention Period) ......................................................................................................... 33 7 Rule 8 (Leaving Employment) .................................................................................................. 34 8 Rule 12 (Vesting in connection with relocation) .................................................................... 34


 
A35346594/6.0/25 Mar 2024 ii 9 Rule 13 (Takeovers and other corporate events) ................................................................... 34 10 Rule 14 (Changing the Plan) .................................................................................................... 35 11 Rule 16 (Limits on newly issued and treasury shares) ......................................................... 35 12 Rule 17 (General) ....................................................................................................................... 35 13 Severability ................................................................................................................................ 36


 
A35346594/6.0/25 Mar 2024 1 Rules of the Rio Tinto PLC Equity Incentive Plan 2018 1 Introduction The Plan allows for the grant of Awards in the form of: (a) Conditional Awards - Awards under which the Participant receives Shares for free automatically to the extent the Award Vests; (b) 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 (c) 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 (Dividend Equivalent); “Award” means a Conditional Award, Forfeitable Shares or an Option; “Award Date” means the date on which an Award is granted under rule 4 (Documentation of Awards); “Bonus Deferral Award” means a Time-based Award which is granted to the Participant in lieu of bonus which they might otherwise have been paid in cash and which is designated as such by the Directors under rule 3.3.2 (Terms set at grant); “Business Day” means a day on which the London Stock Exchange is open for the transaction of business; “Clawback Policy” means the Rio Tinto Incentive-Based Compensation Clawback Policy adopted by the Directors on 19 October 2023, as amended from time to time; “Closed Period” has the meaning defined under Article 19(11) of the UK version of the Market Abuse Regulation (EU) No 596/2014 (Market Abuse Regulation) which is part of UK law (as


 
A35346594/6.0/25 Mar 2024 2 assimilated law by virtue of the European Union (Withdrawal) Act 2018 and Retained EU Law (Revocation and Reform) Act 2023) or any successor or equivalent regulatory provision; “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: (a) 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; (b) any date on which Vesting would otherwise occur under rules 13.1 (Takeover) or 13.3 (Demerger or other corporate event); and (c) 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 995 of the Income Tax Act 2007; “Corporate Event” means, in relation to the Company: (a) 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 (b) 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 (Directors), 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);


 
A35346594/6.0/25 Mar 2024 3 “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 (Terms set at grant) or, if no date is set, the date 10 years after the Award Date; “Forfeitable Share Agreement” means the agreement referred to in 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 (Terms set at grant); “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) (Retention Period); “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 (Terms set at grant); “Performance-based Award” means an Award as so designated by the Directors under rule 3.3.2 (Terms set at grant); “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 Period); “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, the period from the date on which the Award Vests until: (a) in relation to an Award granted on or before 8 May 2024, two years following the Vesting of that Award; and


 
A35346594/6.0/25 Mar 2024 4 (b) in relation to an Award granted after 8 May 2024, the later of: (i) two years following the Vesting of that Award; and (ii) two years following the end of any Retention Period applicable to that Award, except where rule 11.2.5 (General) 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 which is a subsidiary of the Company within the meaning of Section 1159 of the Companies Act 2006; “Time-based Award” means an Award as so designated by the Directors under rule 3.3.2 (Terms set at grant); “Vesting”, subject to the rules: (a) in relation to Conditional Awards, means a Participant becoming entitled to have the Shares (or cash if rule 6.4 (Cash or share alternative) applies) transferred to them; (b) in relation to an Option, means an Option becoming exercisable; and (c) 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 (Consequences of Vesting), 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 (Terms set at grant). 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; 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.


 
A35346594/6.0/25 Mar 2024 5 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 (Size of Awards), 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 (Performance Conditions); 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. 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


 
A35346594/6.0/25 Mar 2024 6 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 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;


 
A35346594/6.0/25 Mar 2024 7 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. 6 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.


 
A35346594/6.0/25 Mar 2024 8 The Vesting of an Award will be delayed: 6.1.3 if on the proposed date of Vesting a Dealing Restriction applies to a Participant which would prevent the Vesting of their Award and the sale of their Vested Shares to pay any tax liability, in which case the Award will Vest on the first date on which such Dealing Restriction ceases to apply to them; or 6.1.4 regardless of rule 6.1.3, if the proposed date of Vesting falls within a Closed Period then, unless the Directors decide otherwise, for any Participant whose transactions in Shares are announced to the market and any other Participants as the Directors may decide, Vesting will occur on the day after the day on which the Closed Period ends. If the issue or transfer of Shares in satisfaction of an Award is prevented by any Dealing Restriction, the period for such 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 (Retention Period), 9 (Suspension), 10 (Malus), 15 (Tax) and 17.6 (Consents)) 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 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 (Retention Period), 9 (Suspension), 10 (Malus), 15 (Tax)and 17.6 (Consents), 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


 
A35346594/6.0/25 Mar 2024 9 had been registered in the name of the Participant on the Award Date, excluding any imputed or associated tax credits or rebates; and 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 (Adjustment of Awards), 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 the Participant 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 (Tax). The remaining Shares subject to the Option will be issued or transferred as set out in rule 6.2.2 (Consequences of Vesting). 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


 
A35346594/6.0/25 Mar 2024 10 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 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) subject to rule 7.2 (Tax), 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; and (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 (Timing and extent of Vesting) 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 (Consequences of Vesting) 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 15 (Tax)) will be held as Owned Shares. 7.1.4 If required to do so by the Directors, the Participant must enter into an agreement setting out the basis on which the Owned Shares will be held under this rule 7. If the Participant does not do so in the manner and within the timeframe specified by the Directors, unless the Directors decide otherwise, the Award will lapse and the Owned Shares will not be issued or transferred (or will be forfeited if already issued or transferred). 7.2 Tax 7.2.1 Where tax is payable before the end 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.


 
A35346594/6.0/25 Mar 2024 11 Shares may be issued or transferred and sold to the extent necessary to satisfy the liability under that rule. 7.2.2 In respect of any Awards granted after 8 May 2024, the Participant must enter into any elections in relation to the Retention Shares required by the Directors including elections under Part 7 of the Income Tax (Earnings and Pensions) Act 2003. If the Participant does not do so within any period specified by the Directors, unless the Directors decide otherwise, the Award will lapse at the end of that period and the Retention Shares will not be issued or transferred (or they will be forfeited if already issued or transferred). 7.3 Rights during the Retention Period The following provisions will apply to Owned Shares during the Retention Period: 7.3.1 The Participant will be entitled to vote (or give instructions as to voting) 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. 7.3.2 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: (i) the sale of sufficient entitlements nil-paid in relation to Shares to take up the balance of the entitlements under a rights issue or similar transaction, as determined by the Directors; (ii) a forfeiture as described in rule 7.5 (Forfeiture of Owned Shares); or (iii) the sale to fund any tax in accordance with rule 7.2 (Tax). 7.3.3 Any securities which the Participant receives in respect of Owned Shares as a result of an event described in rule 5.3.2 (Adjustment of Awards) 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 Leaving employment during the Retention Period In respect of any Awards granted after 8 May 2024, subject to rule 7.6 (End of the Retention Period), unless one of the circumstances in rules 8.2.1 to 8.2.4 (Leaving in specific circumstances) applies, if a Participant gives or receives notice to terminate their employment and/or leaves employment (as defined in rule 8.8.1 (General)) before the end of the Retention Period, then their Retention Shares will be forfeited in accordance with rule 7.5 (Forfeiture of Owned Shares) on the date on which notice to terminate employment is given by the Participant or the Participant’s employer or, with the consent of the Participant’s employer or if the Directors so decide, the date on which the Participant leaves employment.


 
A35346594/6.0/25 Mar 2024 12 7.5 Forfeiture of Owned Shares 7.5.1 For the avoidance of doubt, clawback (under rule 11 (Clawback)) will apply to the Retention Shares during the Retention Period. 7.5.2 To the extent that Owned Shares are forfeited, whether under rules 7.4 (Leaving employment during the Retention Period), 11 (Clawback) or otherwise, 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. 7.6 End of the Retention Period 7.6.1 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 (Terms set at grant); (ii) the date on which the Participant dies; (iii) the date on which Awards vest on a takeover or other transaction under rule 13 (Takeovers and other corporate events); and (iv) such earlier date as the Directors may decide. 7.6.2 At the end of a Retention Period the restrictions relating to Owned Shares in rule 7.3.2 (Rights during the Retention Period) 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 (Leaving in specific circumstances) or rule 8.5 (Death) applies, if a Participant gives or receives notice to terminate their employment and/or leaves employment (as defined in rule 8.8.1 (General)) before their Award Vests then their Award will lapse on the date on which notice to terminate employment is given by the Participant or the Participant’s employer or, with the consent of the Participant’s employer or if the Directors so decide, the date on which the Participant leaves employment. 8.2 Leaving in specific circumstances If a Participant leaves employment by reason of: 8.2.1 ill-health, injury or disability (established to the satisfaction of the Participant’s employer or the Directors); 8.2.2 the Participant’s employing company ceasing to be a Member of the Group; 8.2.3 a transfer of the undertaking, or part of the undertaking, in which the Participant works to a person which is not a Member of the Group; or 8.2.4 any other reason, if the Directors so decide in their absolute discretion in any particular case,


 
A35346594/6.0/25 Mar 2024 13 then their Award will not lapse, but will Vest in accordance with the provisions of rules 8.3 (Timing of Vesting) and 8.4 (Extent of Vesting of Award), provided that the Directors in their absolute discretion may vary the application of rules 8.3 (Timing of Vesting) and 8.4 (Extent of Vesting of Award) and determine an alternative basis and any terms on which the Award will Vest and any Option may be exercised and, for the avoidance of doubt, the Directors can make a different determination as to the extent an Award or Option Vests in respect of different Awards or Options held by the same Participant. 8.3 Timing of Vesting Where rule 8.2 (Leaving in specific circumstances) 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 (Death) applies. 8.4 Extent of Vesting of Award Where rule 8.2 (Leaving in specific circumstances) 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 granted on or before 8 May 2024, 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 granted on or before 8 May 2024 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.


 
A35346594/6.0/25 Mar 2024 14 8.5 Death If a Participant dies before Vesting, their Award will Vest on the date of death and rule 8.4 (Extent of Vesting of Award) will apply. If a Participant left employment before death where rule 8.2 (Leaving in specific circumstances) applied 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 8.2 (Leaving in specific circumstances) 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 (Automatic exercise of Options where Dealing Restrictions apply and Options would otherwise lapse) will not apply. 8.7 Detrimental activity If a Participant leaves employment where rule 8.2 (Leaving in specific circumstances) applies, unless the Directors decide otherwise, the Participant’s Award will lapse if they engage in Detrimental Activity and, if relevant, rule 6.5 (Automatic exercise of Options where Dealing Restrictions apply and Options would otherwise lapse) 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.


 
A35346594/6.0/25 Mar 2024 15 9 Suspension 9.1 Application 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: 9.1.1 The Award will continue and will neither Vest nor lapse until the Consideration Point. 9.1.2 At the Consideration Point, the Committee will consider the use of its discretions and powers under this rule 9 and rule 10.1 (Malus). For the avoidance of doubt, there may be an adjustment or further adjustment under this rule 9 at the Consideration Point. 9.1.3 If a Participant leaves employment after the date on which the Award would have Vested, but for the operation of this rule 9 then, unless the Directors decide otherwise, rule 8.1 (General rule on 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 (General rule on leaving employment), 8.2 (Leaving in specific circumstances), 9 and 10.1 (Malus). The Award will Vest only to the relevant extent determined by the Committee. 9.1.4 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. 9.2 General 9.2.1 Rule 9.1 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. 9.2.2 The Directors will notify the Participant of any application of this rule 9. 9.2.3 Without limiting rule 17.1 (Terms of employment), the Participant will not be entitled to any compensation in respect of any adjustment under this rule 9. 10 Malus 10.1 Application Where the Directors consider that an exceptional circumstance has occurred, the Directors may, at any time before an Award has been satisfied, determine in their absolute discretion (other than where rule 10.1.8 applies, in which case the Directors will determine) 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 (other than where rule 10.1.8 applies, in which case the Directors will) reduce the level of Vesting or determine that the Award does not Vest or, in the case of a Vested but


 
A35346594/6.0/25 Mar 2024 16 unexercised Option, reduce the number of Shares under that Option. The circumstances in which the Directors may (or will) exercise their discretion under this rule 10.1 may include, inter alia: 10.1.1 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); 10.1.2 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; 10.1.3 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; 10.1.4 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; 10.1.5 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; 10.1.6 the occurrence of an event or events, or any action, inaction or omission by a Participant or any Member of the Group that has a material impact on the Group’s social licence to operate wherever in the world; 10.1.7 the occurrence of a catastrophic safety or environmental event or events; and/or 10.1.8 where required pursuant to the Clawback Policy or any other policy relating to malus or clawback adopted by the Company from time to time. 10.2 General 10.2.1 For the avoidance of doubt, rule 10.1 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 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.


 
A35346594/6.0/25 Mar 2024 17 10.2.3 Rule 10.1 will not apply to an Award which has been exchanged in accordance with rule 13.4 (Exchange of Awards). 10.2.4 The Directors will notify the Participant of any application of this rule 10. 10.2.5 Without limiting rule 17.1 (Terms of employment), 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 will not limit any other remedy any Member of the Group may have in relation to the circumstances in which rule 10.1 is operated. 11 Clawback 11.1 Application 11.1.1 During the Review Period for any Award where the Directors consider that an exceptional circumstance has occurred, or, at any time where the Clawback Policy applies, the Directors may (other than where rule 11.1.2(viii) applies, in which case the Directors will) 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) 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


 
A35346594/6.0/25 Mar 2024 18 of the Group (excluding an exceptional event or events which have a material adverse effect on global macroeconomic conditions); (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) 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) 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; (vi) the occurrence of an event or events, or any action, inaction or omission by a Participant or any Member of the Group that has a material impact on the Group’s social licence to operate wherever in the world; (vii) the occurrence of a catastrophic safety or environmental event or events; and/or (viii) where required pursuant to the Clawback Policy or any other policy relating to malus or clawback adopted by the Company from time to time. 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, other than where the Clawback Policy applies, where the determination must be completed on a gross 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.


 
A35346594/6.0/25 Mar 2024 19 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 (Exchange of Awards). 11.2.4 Clawback will not apply after a takeover (as defined in rule 13.1 (Takeover)) or where an Award vests under rule 13.3 (Demerger or Other Corporate Event), other than where the Clawback Policy applies. 11.2.5 If the Vesting of an Award has been postponed by the operation of rule 9 (Suspension) then this rule 11 (Clawback) 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 (Suspension) 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 (Terms of employment), 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 the circumstances 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,


 
A35346594/6.0/25 Mar 2024 20 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: (i) 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; (ii) 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; (iii) 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 (iv) 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


 
A35346594/6.0/25 Mar 2024 21 (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 become 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: (i) 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; (ii) 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; (iii) 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


 
A35346594/6.0/25 Mar 2024 22 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 (iv) 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 13.4, 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.


 
A35346594/6.0/25 Mar 2024 23 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 2 (Definitions) 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 (Performance Conditions) 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 counting against any limits on individual and overall participation in the Plan.


 
A35346594/6.0/25 Mar 2024 24 14.3 Notice The Directors are not required to give Participants notice of any changes. 15 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 they do 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 (Plan limits – 10 per cent) and 16.2 (Plan limits – 5 per cent), 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.


 
A35346594/6.0/25 Mar 2024 25 17 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 (Suspension) or rule 10 (Malus)) 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.


 
A35346594/6.0/25 Mar 2024 26 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, including its incorporation into UK law as the UK GDPR) 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, including its incorporation into UK law as the UK GDPR) 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.


 
A35346594/6.0/25 Mar 2024 27 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.


 
A35346594/6.0/25 Mar 2024 28 Schedule 1 Grant of Forfeitable Shares Where an Award takes the form of Forfeitable Shares, the Participant must: 1. 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.


 
A35346594/6.0/25 Mar 2024 29 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 2 as if it was a Conditional Award or an Option, except as set out in this Schedule 2. Where there is any conflict between the Rules and this Schedule 2, the terms of this Schedule 2 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. 3. 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. 4. 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.


 
A35346594/6.0/25 Mar 2024 30 Schedule 3 France The purpose of this Schedule 3 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 3, 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 3 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”, “Closed Period” and “Option Price” stated in rule 2 (Definitions) 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


 
A35346594/6.0/25 Mar 2024 31 président du conseil d’administration, directeur général, directeur général délégué, membre du directoire or gérant). “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. “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 definition shall be added to those stated in rule 2 (Definitions) of the Plan: “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.”


 
A35346594/6.0/25 Mar 2024 32 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 (End of the Retention Period), 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 7.6.1 and 7.5.4 (End of the Retention Period)”. 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 (Transfer), 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 (Adjustment of Awards) 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 (Timing and extent of Vesting), 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 (Dividend Equivalent) 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 (Cash or share alternative) shall be deleted accordingly. 5.4 Rule 6 (Vesting) shall be supplemented with a rule 6.6: “6.6. Existing Shares to be allocated


 
A35346594/6.0/25 Mar 2024 33 6.6.1 Conditional Awards If the Company is allocating existing Shares to the Participant, the Company shall hold the Shares the day preceding the day of allocation to the Participant1. 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 exercised2.” 6 Rule 7 (Retention Period) 6.1 In rule 7.1.2 (How the Retention Period will apply to an Award), the reference to “together with the associated Additional Shares” shall be deleted. 6.2 In rule 7.3.2 (Rights during the Retention Period), the words after “(or instruct anyone to do so)” shall be deleted. 6.3 In rule 7.6.1 (End of the Retention Period), (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 7.6.2 (End of the Retention Period) 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 7.6 (End of the Retention Period) shall be supplemented with a rule 7.6.3: “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 7.6 (End of the Retention Period) shall be supplemented with a rule 7.6.4: “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.” 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


 
A35346594/6.0/25 Mar 2024 34 6.7 Rule 7.6 (End of the Retention Period) shall be supplemented with a rule 7.6.5: “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 7.6 (End of the Retention Period) shall be supplemented with a rule 7.6.6: “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, the deceased Participant’s 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/her 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 12 (Vesting in connection with relocation) Earlier vesting under this rule may trigger adverse tax and social security impact. 9 Rule 13 (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.


 
A35346594/6.0/25 Mar 2024 35 10 Rule 14 (Changing the Plan) 10.1 In rule 14.1 (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 16 (Limits on newly issued and treasury shares) 11.1 Rule 16 (Limits on newly issued and treasury shares) shall be supplemented with the following provisions: “16.4 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 16 (Limits on newly issued and treasury shares) shall be supplemented with the following provisions: “16.5 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 17 (General) 12.1 Rule 17 (General) shall be supplemented with the following provisions: “17.11 form of Shares 17.11.1 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. 17.11.2 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.”


 
A35346594/6.0/25 Mar 2024 36 12.2 Rule 17 (General) shall be supplemented with the following provisions: “17.12 Information Obligations 17.12.1 Conditional 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. 17.12.2 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. 17.12.3 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.


 
RULES OF THE RIO TINTO LIMITED EQUITY INCENTIVE PLAN 2018 RIO TINTO LIMITED Approved by the Board of Directors: 6 February 2018 Shareholders’ Approval: 2 May 2018 Expiry Date: 1 May 2028 Amended by the People & Remuneration Committee: 12 February 2019 4 March 2021 28 June 2021 19 October 2023 8 May 2024 Ref: L-002632 Exhibit 4.2


 
A35905875/4.0/25 Mar 2024 i Table of Contents Contents Page 1 Introduction ................................................................................................................................. 1 2 Definitions .................................................................................................................................... 1 3 Granting Awards ......................................................................................................................... 5 4 Documentation of Awards .......................................................................................................... 6 5 Before Vesting ............................................................................................................................. 7 6 Vesting .......................................................................................................................................... 8 7 Retention Period ....................................................................................................................... 10 8 Leaving employment ................................................................................................................ 12 9 Suspension ................................................................................................................................ 15 10 Malus .......................................................................................................................................... 16 11 Clawback .................................................................................................................................... 17 12 Vesting in connection with relocation .................................................................................... 20 13 Takeovers and other corporate events ................................................................................... 20 14 Changing the Plan ..................................................................................................................... 23 15 Tax............................................................................................................................................... 23 16 Limits on newly issued and treasury shares ......................................................................... 24 17 General ....................................................................................................................................... 24 Schedule 1 Grant of Forfeitable Shares ............................................................................................ 29 Schedule 2 Cash Awards .................................................................................................................... 30


 
A35905875/4.0/25 Mar 2024 1 Rules of the Rio Tinto Limited Equity Incentive Plan 2018 1 Introduction The Plan allows for the grant of Awards in the form of: (a) Conditional Awards - Awards under which the Participant receives Shares for free automatically to the extent the Award Vests; (b) 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 (c) 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 (Dividend Equivalent); “Associated Body Corporate” means; (a) a body corporate that is a related body corporate of the Company within the meaning of Section 50 of the Corporations Act; (b) a body corporate that has Voting Power in the Company of not less than 20%; or (c) 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 (Documentation of Awards); “Australian Securities Exchange” means the financial market operated by ASX Limited or any successor;


 
A35905875/4.0/25 Mar 2024 2 “Bonus Deferral Award” means a Time-based Award which is granted to the Participant in lieu of bonus which they might otherwise have been paid in cash and which is designated as such by the Directors under rule 3.3.2 (Terms set at grant); “Business Day” means a day on which the Australian Securities Exchange is open for the transaction of business; “Clawback Policy” means the Rio Tinto Incentive-Based Compensation Clawback Policy adopted by the Directors on 19 October 2023, as amended from time to time; “Closed Period” has the meaning defined under Article 19(11) of the UK version of the Market Abuse Regulation (EU) No 596/2014 (Market Abuse Regulation) which is part of UK law (as assimilated law by virtue of the European Union (Withdrawal) Act 2018 and Retained EU Law (Revocation and Reform) Act 2003) or any successor or equivalent regulatory provision; “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: (a) 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; (b) any date on which Vesting would otherwise occur under rules 13.1 (Takeover) or 13.3 (Demerger or other corporate event); and (c) 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: (a) 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 (b) 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;


 
A35905875/4.0/25 Mar 2024 3 “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 (Directors), 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 (Terms set at grant) or, if no date is set, the date 10 years after the Award Date; “Forfeitable Share Agreement” means the agreement referred to in 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: (a) the Company; (b) the Subsidiaries; and (c) 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 (Terms set at grant); “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) (Retention Period); “Participant” means a person who holds, or who has held, an Award or their personal representatives;


 
A35905875/4.0/25 Mar 2024 4 “Performance Condition” means any condition linked to performance imposed under rule 3.3.5 (Terms set at grant); “Performance-based Award” means an Award as so designated by the Directors under rule 3.3.2 (Terms set at grant); “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 Period); “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, the period from the date on which the Award Vests until: (a) in relation to an Award granted on or before 8 May 2024, two years following the Vesting of that Award; and (b) in relation to an Award granted after 8 May 2024, the later of: (i) two years following the Vesting of that Award; and (ii) two years following the end of any Retention Period applicable to that Award, except where rule 11.2.5 (General) 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 which is a subsidiary of the Company within the meaning of Section 46 of the Corporations Act; “Time-based Award” means an Award as so designated by the Directors under rule 3.3.2 (Terms set at grant); “Vesting”, subject to the rules: (a) in relation to Conditional Awards, means a Participant becoming entitled to have the Shares (or cash if rule 6.4 (Cash or share alternative) applies) transferred to them; (b) in relation to an Option, means an Option becoming exercisable; and (c) 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 (Consequences of Vesting), and “Vest” and “Vested” shall be construed accordingly; “Vesting Date” means the date set for Vesting of an Award under rule 3.3.6 (Terms set at grant); 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.


 
A35905875/4.0/25 Mar 2024 5 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 (Size of Awards), 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 (Performance Conditions); 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;


 
A35905875/4.0/25 Mar 2024 6 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. 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 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 Schedule 1 to this Plan will apply.


 
A35905875/4.0/25 Mar 2024 7 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.


 
A35905875/4.0/25 Mar 2024 8 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. 6 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. The Vesting of an Award will be delayed: 6.1.3 if on the proposed date of Vesting a Dealing Restriction applies to a Participant which would prevent the Vesting of their Award and the sale of their Vested Shares to pay any tax liability, in which case the Award will Vest on the first date on which such Dealing Restriction ceases to apply to them; or 6.1.4 regardless of rule 6.1.3, if the proposed date of Vesting falls within a Closed Period then, unless the Directors decide otherwise, for any Participant whose transactions in Shares are announced to the market and any other Participants as the Directors may decide, Vesting will occur on the day after the day on which the Closed Period ends. If the issue or transfer of Shares in satisfaction of an Award is prevented by any Dealing Restriction, the period for such 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 (Retention Period), 9 (Suspension), 10 (Malus), 15 (Tax) and 17.6 (Consents)) 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 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


 
A35905875/4.0/25 Mar 2024 9 the Option Price. Subject to the rest of this rule 6 and rules 7 (Retention Period), 9 (Suspension), 10 (Malus), 15 (Tax) and 17.6 (Consents), 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, such as Australian franking credits; and 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. 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 (Adjustment of Awards), 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.


 
A35905875/4.0/25 Mar 2024 10 In either case the entitlement will be satisfied based on the market value of the Shares on the date the Participant 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 (Tax). The remaining Shares subject to the Option will be issued or transferred as set out in rule 6.2.2 (Consequences of Vesting). 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 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 (Terms set at grant) 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 (Tax), 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; and (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.


 
A35905875/4.0/25 Mar 2024 11 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 (Timing and extent of Vesting) 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 (Consequences of Vesting) 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 15 (Tax)) will be held as Owned Shares. 7.1.4 If required to do so by the Directors, the Participant must enter into an agreement setting out the basis on which the Owned Shares will be held under this rule 7. If the Participant does not do so in the manner and within the timeframe specified by the Directors, unless the Directors decide otherwise, the Award will lapse and the Owned Shares will not be issued or transferred (or will be forfeited if already issued or transferred). 7.2 Tax Where tax is payable before the end 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 The following provisions will apply to Owned Shares during the Retention Period: 7.3.1 The Participant will be entitled to vote (or give instructions as to voting) 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. 7.3.2 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: (i) the sale of sufficient entitlements nil-paid in relation to Shares to take up the balance of the entitlements under a rights issue or similar transaction, as determined by the Directors; (ii) a forfeiture as described in rule 7.6 (Forfeiture of Owned Shares); or (iii) the sale to fund any tax in accordance with rule 7.2 (Tax). 7.3.3 Any securities which the Participant receives in respect of Owned Shares as a result of an event described in rule 5.3.2 (Adjustment of Awards) 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


 
A35905875/4.0/25 Mar 2024 12 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 Leaving employment during the Retention Period In respect of any Awards granted after 8 May 2024, subject to rule 7.6 (End of the Retention Period), unless one of the circumstances in rules 8.2.1 to 8.2.4 (Leaving in specific circumstances) applies, if a Participant gives or receives notice to terminate their employment and/or leaves employment (as defined in rule 8.8.1 (General)) before the end of the Retention Period, then their Retention Shares will be forfeited in accordance with rule 7.5 (Forfeiture of Owned Shares) on the date on which notice to terminate employment is given by the Participant or the Participant’s employer or, with the consent of the Participant’s employer or if the Directors so decide, the date on which the Participant leaves employment. 7.5 Forfeiture of Owned Shares 7.5.1 For the avoidance of doubt, clawback (under rule 11 (Clawback)) will apply to the Retention Shares during the Retention Period. 7.5.2 To the extent that Owned Shares are forfeited, whether under rules 7.4(Leaving employment during the Retention Period), 11(Clawback) or otherwise, 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. 7.6 End of the Retention Period 7.6.1 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 (Terms set at grant); (ii) the date on which the Participant dies; (iii) the date on which Awards vest on a takeover or other transaction under rule 13 (Takeovers and other corporate events); and (iv) such earlier date as the Directors may decide. 7.6.2 At the end of a Retention Period the restrictions relating to Owned Shares in rule 7.3.2 (Rights during the Retention Period) 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 (Leaving in specific circumstances) or rule 8.5 (Death) applies, if a Participant gives or receives notice to terminate their employment and/or leaves employment (as defined in rule 8.8.1 (General)) before their Award Vests then their Award will lapse on the date on which notice to terminate employment is given by the Participant or the Participant’s employer or, with


 
A35905875/4.0/25 Mar 2024 13 the consent of the Participant’s employer or if the Directors so decide, the date on which the Participant leaves employment. 8.2 Leaving in specific circumstances If a Participant leaves employment by reason of: 8.2.1 ill-health, injury or disability (established to the satisfaction of the Participant’s employer or the Directors); 8.2.2 the Participant’s employing company ceasing to be a Member of the Group; 8.2.3 a transfer of the undertaking, or part of the undertaking, in which the Participant works to a person which is not a Member of the Group; or 8.2.4 any other reason, if the Directors so decide in their absolute discretion in any particular case, then their Award will not lapse, but will Vest in accordance with the provisions of rules 8.3 (Timing of Vesting) and 8.4 (Extent of Vesting of Award), provided that the Directors in their absolute discretion may vary the application of rules 8.3 (Timing of Vesting) and 8.4 (Extent of Vesting of Award) and determine an alternative basis and any terms on which the Award will Vest and any Option may be exercised and, for the avoidance of doubt, the Directors can make a different determination as to the extent an Award or Option Vests in respect of different Awards or Options held by the same Participant. 8.3 Timing of Vesting Where rule 8.2 (Leaving in specific circumstances) 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 (Death) applies. 8.4 Extent of Vesting of Award Where rule 8.2 (Leaving in specific circumstances) 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 granted on or before 8 May 2024, the number of Shares in respect of which the Award would otherwise Vest will be reduced by the proportion


 
A35905875/4.0/25 Mar 2024 14 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 granted on or before 8 May 2024 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 (Extent of Vesting of Award) will apply. If a Participant left employment before death where rule 8.2 (Leaving in specific circumstances) applied 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 8.2 (Leaving in specific circumstances) 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 (Automatic exercise of Options where Dealing Restrictions apply and Options would otherwise lapse) will not apply. 8.7 Detrimental activity If a Participant leaves employment where rule 8.2 (Leaving in specific circumstances) applies, unless the Directors decide otherwise, the Participant’s Award will lapse if they engage in Detrimental Activity and, if relevant, rule 6.5 (Automatic exercise of Options where Dealing Restrictions apply and Options would otherwise lapse) will not apply.


 
A35905875/4.0/25 Mar 2024 15 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 Application 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: 9.1.1 The Award will continue and will neither Vest nor lapse until the Consideration Point. 9.1.2 At the Consideration Point, the Committee will consider the use of its discretions and powers under this rule 9 and rule 10.1 (Malus). For the avoidance of doubt, there may be an adjustment or further adjustment under this rule 9 at the Consideration Point. 9.1.3 If a Participant leaves employment after the date on which the Award would have Vested, but for the operation of this rule 9.1 then, unless the Directors decide otherwise, rule 8.1 (General rule on 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 (General rule on leaving employment), 8.2 (Leaving in specific circumstances), 9 and 10.1 (Malus). The Award will Vest only to the relevant extent determined by the Committee. 9.1.4 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. 9.2 General 9.2.1 Rule 9.1 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. 9.2.2 The Directors will notify the Participant of any application of this rule 9. 9.2.3 Without limiting rule 17.1 (Terms of employment), the Participant will not be entitled to any compensation in respect of any adjustment under this rule 9.


 
A35905875/4.0/25 Mar 2024 16 10 Malus 10.1 Application Where the Directors consider that an exceptional circumstance has occurred, the Directors may, at any time before an Award has been satisfied, determine in their absolute discretion (other than where rule 10.1.8 applies, in which case the Directors will determine) 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 (other than where rule 10.1.8 applies, in which case the Directors will) 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 (including to zero). The circumstances in which the Directors may (or will) exercise their discretion under this rule 10.1 may include, inter alia: 10.1.1 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); 10.1.2 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; 10.1.3 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; 10.1.4 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; 10.1.5 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; 10.1.6 the occurrence of an event or events, or any action, inaction or omission by a Participant or any Member of the Group that has a material impact on the Group’s social licence to operate wherever in the world; 10.1.7 the occurrence of a catastrophic safety or environmental event or events; and/or 10.1.8 where required pursuant to the Clawback Policy or any other policy relating to malus or clawback adopted by the Company from time to time.


 
A35905875/4.0/25 Mar 2024 17 10.2 General 10.2.1 For the avoidance of doubt, rule 10.1 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 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 will not apply to an Award which has been exchanged in accordance with rule 13.4 (Exchange of Awards). 10.2.4 The Directors will notify the Participant of any application of this rule 10. 10.2.5 Without limiting rule 17.1 (Terms of employment), 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 will not limit any other remedy any Member of the Group may have in relation to the circumstances in which rule 10.1 is operated. 11 Clawback 11.1 Application 11.1.1 During the Review Period for any Award where the Directors consider that an exceptional circumstance has occurred, or, at any time where the Clawback Policy applies, the Directors may (other than where rule 11.1.2(viii) applies, in which case the Directors will) 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


 
A35905875/4.0/25 Mar 2024 18 (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 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) 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) 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) 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; (vi) the occurrence of an event or events, or any action, inaction or omission by a Participant or any Member of the Group that has a material impact on the Group’s social licence to operate wherever in the world; (vii) the occurrence of a catastrophic safety or environmental event or events; and/or (viii) where required pursuant to the Clawback Policy or any other policy relating to malus or clawback adopted by the Company from time to time. 11.1.3 In making any determinations under rule 11.1 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, other than where the Clawback Policy applies, where the determination must be completed on a gross of tax basis. If the Directors determine that the number of Shares or the amount of cash (as the case


 
A35905875/4.0/25 Mar 2024 19 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, 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, 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 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 will not apply to an Award which has been exchanged in accordance with rule 13.4 (Exchange of Awards). 11.2.4 Clawback will not apply after a takeover (as defined in rule 13.1 (Takeover)) or where an Award vests under rule 13.3 (Demerger or Other Corporate Event), other than where the Clawback Policy applies. 11.2.5 If the Vesting of an Award has been postponed by the operation of rule 9 (Suspension) then this rule 11 (Clawback) 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 (Suspension) 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 (Terms of employment), 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 will not limit any other remedy any Member of the Group may have in relation to the circumstances in which rule 11.1 is operated.


 
A35905875/4.0/25 Mar 2024 20 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: (i) 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; (ii) 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; (iii) 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 (iv) 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.


 
A35905875/4.0/25 Mar 2024 21 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 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 become 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: (i) 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;


 
A35905875/4.0/25 Mar 2024 22 (ii) 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; (iii) 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 (iv) 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 13.4, 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


 
A35905875/4.0/25 Mar 2024 23 (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 2 (Definitions) immediately before the change of Control. 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. 15 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 they do so.


 
A35905875/4.0/25 Mar 2024 24 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 (Plan limits – 10 per cent) and 16.2 (Plan limits – 5 per cent), 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. 17 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


 
A35905875/4.0/25 Mar 2024 25 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 (Suspension) or rule 10 (Malus)) 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 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, including its incorporation into UK law as the UK GDPR) is set out in the Company’s Share Plan Privacy Notice and is not the consent given under rule 17.5.2. The Share


 
A35905875/4.0/25 Mar 2024 26 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, including its incorporation into UK law as the UK GDPR) 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 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 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. Any Shares issued under the Plan are subject to the constitution of the Company from time to time in force.


 
A35905875/4.0/25 Mar 2024 27 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 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 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 Group to provide to any person any benefit that causes the Company or a Member of the 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.


 
A35905875/4.0/25 Mar 2024 28 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.


 
A35905875/4.0/25 Mar 2024 29 Schedule 1 Grant of Forfeitable Shares Where an Award takes the form of Forfeitable Shares, the Participant must: 1. 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; and 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. 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.


 
A35905875/4.0/25 Mar 2024 30 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 2 as if it was a Conditional Award or an Option, except as set out in this Schedule 2. Where there is any conflict between the Rules and this Schedule 2, the terms of this Schedule 2 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. 3. 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. 4. 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.


 



Exhibit 8.1
List of subsidiary companies
At 31 December 2024

The principal operating subsidiary companies of the Rio Tinto Group are listed in Note 30 to the 2024 Financial statements. The principal intermediate holding companies and group finance companies are as follows:
Company and country of incorporationPrincipal activitiesClass of shares heldProportion of class heldGroup interest
%%
Australia
Hamersley Holdings LimitedHolding companyA$ Ordinary shares100100
North IOC Holdings Pty LtdHolding companyA$ Ordinary shares100100
North LimitedHolding companyA$ Ordinary shares100100
Pacific Aluminium Pty. LimitedHolding companyA$ Ordinary shares100100
Peko-Wallsend Pty LtdHolding companyA$ Ordinary shares100100
Rio Tinto Finance LimitedFinance companyA$ Ordinary shares100100
Rio Tinto Finance (USA) LimitedFinance companyA$ Ordinary shares100100
Rio Tinto Investments One Pty LimitedHolding companyA$ Ordinary shares100100
Rio Tinto Investments Two Pty LimitedHolding companyA$ Ordinary shares100100
RTA Pacific Pty LimitedHolding companyA$ Ordinary shares100100
Robe River LimitedHolding companyA$ Ordinary shares100100
Bermuda
North IOC (Bermuda) Holdings LimitedHolding companyUS$1.00 Ordinary shares100100
North IOC (Bermuda) LimitedHolding companyUS$1.00 Ordinary shares100100
US$100,000.00 Preferred shares100100
US$143.64 Class A Ordinary shares100100
QIT Madagascar Minerals Ltd.Holding companyUS$1.00 Ordinary shares100100
Canada
Rio Tinto Canada Inc.Holding companyCA$ Class B shares100100
CA$ Class C shares100100
CA$ Class D shares100100
CA$ Class J shares100100
CA$ Class S shares100100
Netherlands
Oyu Tolgoi Netherlands BVHolding company€100 Ordinary shares100100
Rio Tinto Eastern Investments B.V.Holding companyUS$12,510,234,217 Ordinary shares100100
New Zealand
Pacific Aluminium (New Zealand) LimitedHolding companyNZ Ordinary100100
South Africa
Richards Bay Mining Holdings (Proprietary) LimitedHolding companyZAR1.00 Ordinary shares100100
ZAR1.00 B Ordinary shares100100
Richards Bay Titanium Holdings (Proprietary) LimitedHolding companyZAR1.00 A Ordinary shares100100
ZAR1.00 B Ordinary shares100100
United Kingdom
Rio Tinto Copper Holdings LimitedHolding companyUS$1.00 Ordinary shares100100
US$1.00 Preference shares100100
Rio Tinto Copper LimitedHolding companyUS$1.00 Ordinary shares100100
Rio Tinto European Holdings LimitedHolding company£1.00 Ordinary shares100100
Rio Tinto Finance plcFinance company£1.00 Ordinary shares100100
US$1.00 Ordinary shares100100
Rio Tinto Finance (USA) plcFinance company£1.00 Ordinary shares100100
Rio Tinto International Holdings LimitedHolding company£1.00 Ordinary shares100100





Company and country of incorporationPrincipal activitiesClass of shares heldProportion of class heldGroup interest
Rio Tinto Minerals LimitedHolding companyUS$1.00 Ordinary shares100100
£1.00 Ordinary shares
Rio Tinto Simfer UK LimitedHolding companyUS$1.00 Ordinary shares100100
Rio Tinto Western Holdings Limited
Holding company
£1.00 Ordinary shares100100
United States of America
Rio Tinto America Holdings Inc.Holding companyUS$0.01 Class A Common shares100100
US$100.00 Series A Preferred Stock100100
Rio Tinto America Inc.Holding companyUS$100.00 Common shares100100
Rio Tinto Finance (USA) Inc.Holding companyUS$1.00 Common shares100100
Rio Tinto Minerals Inc.Holding companyUS$0.01 Common shares100100
Rio Tinto Technology Holdings CorporationHolding companyUS$1,000 Common shares100100


SECURITIES DEALING POLICY 15 December 2020 Exhibit 11.1


 
Securities Dealing Policy Page 2 of 10 Contents INTRODUCTION 3 1. Background 3 2. Purpose 3 3. Scope 3 4. Compliance with Policy 4 INSIDER DEALING 4 5. Insider Dealing is prohibited at all times 4 DEALINGS BY RESTRICTED PERSONS 5 6. Restricted Persons 5 7. Dealing by Results Restricted Persons 5 8. Dealing by Project Restricted Persons 5 9. Dealing by Permanent Restricted Persons 5 10. Dealings excluded from this Policy 6 11. No hedging 6 DEALING BY PDMRS AND THEIR PCAS 6 12. Additional restrictions for PDMRs 6 13. PCAs 7 CLEARANCE TO DEAL 7 14. Clearance to Deal 7 15. Dealing during Closed Periods or undertaking short-term trading in exceptional circumstances 8 DEFINITIONS 8 16. Defined terms under the Policy 8


 
Securities Dealing Policy Page 3 of 10 Insider Dealing is prohibited at all times. This Policy governs the securities dealing activities of Rio Tinto employees, directors and officers, contractors and secondees. In particular, the Policy has specific application to four categories of people: 1. Permanent Restricted Persons – these people must always seek clearance before undertaking any Dealings in Rio Tinto Securities; 2. Results Restricted Persons – these people cannot Deal in Rio Tinto Securities during Closed Periods; 3. Project Restricted Persons – depending on the significance and maturity of the project, these people may either need to seek clearance or be prohibited from Dealing in Rio Tinto Securities; 4. PDMRs – these people must not Deal in Rio Tinto Securities during Closed Periods and are required to notify the Group Company Secretary of any Dealings in Rio Tinto Securities. (They are also required to inform each of their PCAs of certain restrictions and obligations that apply to them under this Policy). At any given time, you may fall into one or more, or possibly all, of these categories. Further details are set out in the Policy. It is essential that you read, understand and comply with the Policy. If you are unclear on how the Policy applies to you, please speak with Company Secretariat prior to undertaking any Dealing in Rio Tinto Securities. There is also a set of FAQs available on the Company intranet to help guide you around the Policy. INTRODUCTION 1. Background 1.1 Rio Tinto plc and Rio Tinto Limited (collectively referred to as Rio Tinto or the Company) operate under a dual listed companies structure, with securities in Rio Tinto plc listed on the London Stock Exchange (LSE) and securities in Rio Tinto Limited listed on the Australian Securities Exchange (ASX). Rio Tinto plc also has a sponsored American Depositary Receipts (ADRs) facility with the underlying American Depositary Shares registered with the US Securities and Exchange Commission (SEC) and listed on the New York Stock Exchange (NYSE). 2. Purpose 2.1 The purpose of this policy (Policy) is to establish a best practice procedure for employees, directors and officers, contractors and secondees of Rio Tinto and its subsidiaries (Rio Tinto Group or the Group) (Rio Tinto Personnel) have a clear understanding of applicable Insider Dealing laws, and to prevent the misuse or perceived misuse of Rio Tinto’s Inside Information by restricting certain Dealings in Rio Tinto Securities by Rio Tinto Personnel. 2.2 Definitions of the capitalised terms are set out in section 16 of the Policy. 3. Scope 3.1 This Policy applies to all Rio Tinto Personnel. 3.2 Certain restrictions detailed in this Policy apply only to Restricted Persons, Persons Discharging Managerial Responsibilities (PDMRs), and the Persons Closely Associated (PCA) with the PDMRs.


 
Securities Dealing Policy Page 4 of 10 4. Compliance with Policy 4.1 This Policy is supplemented by training and guidance. Rio Tinto Personnel may contact Company Secretariat for clarification on any matter related to this Policy. 4.2 It is a responsibility of all Rio Tinto Personnel to comply with this Policy. Strict compliance with this Policy is mandatory. 4.3 Failure to comply with this Policy may lead to disciplinary action being taken against Rio Tinto Personnel, including dismissal. Breach of securities laws, including Insider Dealing and market abuse laws have serious consequences for the Rio Tinto Personnel concerned, Rio Tinto, and any other person involved and may result in criminal (including imprisonment) and/or civil penalties. INSIDER DEALING 5. Insider Dealing is prohibited at all times 5.1 All Rio Tinto Personnel who have access to Inside Information about the Rio Tinto Group must not: (a) Deal in Rio Tinto Securities (on their own account or for the account of another person); (b) advise, procure, recommend, encourage or induce another person to Deal in Rio Tinto Securities; and/or (c) disclose Inside Information to any other person (whether directly or indirectly), if the Rio Tinto Personnel knows or ought reasonably to know that the other person may use the Inside Information to Deal (or advise, procure or encourage someone else to Deal) in Rio Tinto Securities. Participation in any of the activities listed above is called Insider Dealing and is unlawful, irrespective of the purpose or motive for participating in the activity, or whether a profit is made from the activity. Any person who unlawfully receives Inside Information from Rio Tinto Personnel and Deals in Rio Tinto Securities may also be participating in an Insider Dealing activity. 5.2 For the purpose of this Policy, Inside Information is information: (a) which is not generally or publicly available; and (b) if the information was generally or publicly available, it would or would be likely to have a significant or material effect on the price or value of Rio Tinto's or another company’s Securities (judged by whether a reasonable investor would use the information as part of the basis of their investment decision). 5.3 The prohibition on Insider Dealing is not limited to Rio Tinto Securities. If any Rio Tinto Personnel is in possession of Inside Information relating to any other entity (including, but not limited to, Rio Tinto’s customers, suppliers, contractors or business partners), such Rio Tinto Personnel must not participate in any of the activities in clause 5.1 above in relation to that company or the Securities of that entity. 5.4 If any Rio Tinto Personnel is in doubt about whether a particular piece of information is Inside Information, they should consult with Company Secretariat before acting or act on the basis that the information is Inside Information.


 
Securities Dealing Policy Page 5 of 10 DEALINGS BY RESTRICTED PERSONS 6. Restricted Persons 6.1 Rio Tinto Personnel may be designated as a Restricted Person where they are considered likely to have access to information that is or has the potential to become Inside Information due to: (a) their position within the Group, this includes PDMRs (Permanent Restricted Persons); and/or (b) their involvement in full-year and half year results (Results Restricted Persons); and/or (c) their involvement in other matters relating to specific transactions or business situations (Project Restricted Persons), (each a Restricted Person and collectively referred to as Restricted Persons). 6.2 Company Secretariat will notify Rio Tinto Personnel if they are a Restricted Person, of the Dealing prohibitions applicable to them (if any), and if they cease to be a Restricted Person. 7. Dealing by Results Restricted Persons 7.1 Results Restricted Persons are not permitted to Deal in Rio Tinto Securities: (a) during the longer of: (i) the period from the end of the relevant financial period up to the date of publication of the full year or half-year financial results; or (ii) the period of 30 calendar days before the date of such publication; and (b) any extended or additional periods as specified by Company Secretariat, (each a Closed Period and collectively referred to as Closed Periods). 8. Dealing by Project Restricted Persons 8.1 Project Restricted Persons may Deal in Rio Tinto Securities, provided: (a) they are not subject to Dealing prohibitions relating to their designation as Project Restricted Persons; (b) they are not a Results Restricted Person, PDMR subject to a Closed Period at the time of the proposed Dealing; (c) they are not in possession of any Inside Information at the time of the proposed Dealing; and (d) they have obtained prior written clearance to Deal and Dealing is carried out in accordance with sections 14 and 15 of this Policy. 9. Dealing by Permanent Restricted Persons 9.1 Permanent Restricted Persons may Deal in Rio Tinto Securities, provided: (a) they are not a Results Restricted Person, PDMR subject to a Closed Period at the time of the proposed Dealing; (b) they are not a Project Restricted Person subject to a Dealing prohibition at the time of proposed Dealing; (c) they are not in possession of any Inside Information at the time of the proposed Dealing; and


 
Securities Dealing Policy Page 6 of 10 (d) they have obtained prior written clearance to Deal and Dealing is carried out in accordance with sections 14 and 15 of this Policy. 10. Dealings excluded from this Policy The following types of Dealings are excluded from the operation of this Policy and may be undertaken by Restricted Persons at any time, without prior written clearance, subject to the prohibition against Insider Dealing in section 5.1: (a) Dealings that do not result in a change in beneficial ownership of Rio Tinto Securities; (b) an investment in, or trading in units of, a fund or other scheme (other than a scheme only investing in Rio Tinto Securities) where the assets of the fund or scheme are invested at the discretion of a third party; (c) a disposal of Rio Tinto Securities arising from a scheme of arrangement or acceptance of a takeover offer; (d) acquiring Rio Tinto Securities under an offer or invitation made to all or most holders of Rio Tinto’s Securities, such as a rights issue, where the timing and structure of the offer has been approved by the Rio Tinto Board; (e) acquisition or automatic disposal without need for instruction of Rio Tinto Securities under an employee share plan or a dividend reinvestment plan, provided that Restricted Persons do not commence or amend their participation or instructions in the relevant plan during a Closed Period (other than in exceptional circumstances and with the relevant prior written clearance); and (f) a disposal of Rio Tinto Securities that is the result of a secured lender exercising their rights. 11. No hedging 11.1 Rio Tinto prohibits Permanent Restricted Persons, from entering into arrangements which have the effect of limiting the economic risk related to an unvested share, option or other Rio Tinto Security granted or awarded under a Rio Tinto employee share plan (or a vested share, option or other Rio Tinto Security granted, awarded or acquired under a Rio Tinto employee share plan that is still subject to disposal restrictions). DEALING BY PDMRS AND THEIR PCAS 12. Additional restrictions for PDMRs 12.1 In addition to the Dealing restrictions applicable to Restricted Persons set out above, PDMRs must not Deal in Rio Tinto Securities on their own account, or for the account of a third party, directly or indirectly, during Closed Periods, unless the PDMR has been granted prior clearance to Deal in accordance with sections 14 and 15 of this Policy. 12.2 Dealings by PDMRs are required to be disclosed to the ASX and UK Financial Conduct Authority within stipulated time frames. Immediately after Dealing in Rio Tinto Securities, PDMRs must notify the Group Company Secretary of the details of the transaction. Rio Tinto will make the relevant notification on behalf of the PDMR. 12.3 PDMRs are prohibited from undertaking any of the following Dealings with respect to Rio Tinto Securities: (a) Dealing in derivative products issued over or in respect of Rio Tinto Securities; (b) Dealing in Rio Tinto Securities on a short-term trading basis, being a period of three months between purchase and sale of any Rio Tinto Securities; (c) engaging in the practice of short selling in Rio Tinto Securities; and


 
Securities Dealing Policy Page 7 of 10 (d) entering into margin lending or other secure financing arrangements in respect of Rio Tinto Securities. 13. PCAs 13.1 PDMRs must: (a) inform each of their PCAs in writing of their restrictions and disclosure obligations in relation to Dealing in Rio Tinto Securities and receive acknowledgement from the PCA that they understand their obligations, being that: (i) they must not Deal in Rio Tinto Securities during a Closed Period; and (ii) immediately after Dealing in Rio Tinto Securities, they must notify the Group Company Secretary of the transaction details; (b) keep a copy of the notification to the PCA in 13.1(a) above; (c) take appropriate steps to ensure that their PCAs are aware of their responsibilities and do not breach this Policy; (d) provide the Group Company Secretary a list of all their PCAs, and any changes to that list; and (e) seek clearance in accordance with section 14 prior to any proposed Dealing in Rio Tinto Securities by a PCA, other than a Dealing excluded by section 10. 13.2 PDMRs must also notify their PCAs that Dealings by PCAs may be required to be disclosed to the ASX and UK Financial Conduct Authority within stipulated time frames, and that Rio Tinto will make the relevant notification on the PCA’s behalf. CLEARANCE TO DEAL 14. Clearance to Deal 14.1 Permanent Restricted Persons and Project Restricted Persons are required to seek clearance prior to any proposed Dealing in Rio Tinto Securities, other than a Dealing excluded by section 10. 14.2 The requests for clearance to Deal must be in writing and submitted via the Rio Tinto Dealing Rules portal on the Company intranet. Company Secretariat maintains records of all Dealing requests received and any responses including clearances granted. 14.3 Requests for clearance to Deal may be granted in the case of: (a) the Chairman of the board (Chairman), by the Senior Independent Directors or the Chief Executive; (b) non-executive directors (other than the Chairman) and the Group Company Secretary, by the Chairman or the Chief Executive; (c) the Chief Executive, by the Chairman; (d) PDMRs (other than the non-executive directors, but including the Chief Financial Officer), by the Chief Executive; and (e) Permanent Restricted Persons, Results Restricted Persons and Project Restricted Persons not otherwise captured under paragraphs (a) – (d), by the Group Company Secretary or a delegate of Group Company Secretary. 14.4 In considering whether to grant clearance to Deal, the relevant approver will consider whether any Inside Information exists in relation to the Group, and whether the relevant Permanent Restricted Persons or Project Restricted Persons hold any Inside Information.


 
Securities Dealing Policy Page 8 of 10 14.5 Whether or not to grant clearance to Deal is in the relevant approver's absolute discretion. A clearance to Deal can also be withdrawn if new information comes to light or there is a change in circumstances. If Rio Tinto refuses to grant clearance to Deal, any refusal must be kept confidential and must not be discussed with any other person. 14.6 If clearance to Deal is granted, Permanent Restricted Persons and Project Restricted Persons must Deal in Rio Tinto Securities within the period specified in the written clearance to Deal, or in the absence of a period being specified, within two Business Days of the receipt of the clearance to Deal. 14.7 Within two business days of Dealing, Restricted Persons are required to submit a Post Trade Notification via the Rio Tinto Dealing Rules portal on the Company intranet. After receiving the clearance to deal, if Restricted Persons decide not to deal in Rio Tinto Securities, you still need to submit a Post Trading Notification promptly, indicating that you did not deal in Rio Tinto Securities (Post Trading Notification). 15. Dealing during Closed Periods or undertaking short-term trading in exceptional circumstances 15.1 Clearance may be given to PDMRs and Restricted Persons to Deal in Rio Tinto Securities during Closed Periods or to undertake short-term trading if they are not in possession of Inside Information in relation to Rio Tinto, the particular Dealing cannot be executed at any time other than in the relevant Closed Period, and where exceptional circumstances, such as severe financial difficulty or compulsion by court order exist, which require an immediate sale of Rio Tinto Securities. 15.2 The determination of whether there is severe financial difficulty or whether there are other exceptional circumstances can be made only by the Group Company Secretary or the Chairman of the Board. 15.3 If clearance to Deal is granted, Restricted Persons must Deal in Rio Tinto Securities within the period specified in the written clearance to Deal, or in the absence of a period being specified, within two Business Days of the receipt of the clearance to Deal. Restricted Persons must also submit a Post Trading Notification as per section 14.7. DEFINITIONS 16. Defined terms under the Policy Term Definition ADR American Depositary Receipts. ASX Australian Securities Exchange. Business Days Any day which is not (a) a Saturday, Sunday, Christmas Day or Good Friday, (b) a bank holiday in the United Kingdom for matters in relation to the United Kingdom, or (c) a public holiday in any Australian State or Territory for matters in relation to Australia. Chairman As defined in section 14.3(a) of this Policy. Closed Period As defined in section 7.1 of this Policy. Company Secretariat Rio Tinto Group Company Secretariat function. Deal, Dealing Dealing in Securities covers a wide range of transactions affecting the title or interest in those securities including: (a) acquisition or disposal;


 
Securities Dealing Policy Page 9 of 10 (b) exercising options, awards or rights under Rio Tinto employee share plans; (c) using as security, or otherwise granting a charge, lien or other encumbrance; (d) any other transaction or the exercise of any power or discretion, effecting a change of ownership of beneficial interest; (e) entering into a transaction the economic outcome of which is dependent upon the price of a Rio Tinto Security, including but not limited to a transaction which has the effect of limiting the economic risk of holding a Rio Tinto Security; (f) electing to participate in a Rio Tinto employee share purchase plan (such as myShare); (g) electing to participate in a dividend reinvestment plan; and (h) entering into any margin lending, derivative contract or other secured financial arrangement pursuant to which a charge is granted over the Rio Tinto Securities. Insider Dealing As defined in section 5.1 of this Policy. Inside Information As defined in section 5.2 of this Policy. For the purposes of clause 5.2 above, information that is “not publicly available” may include: (a) information available to a select group of institutional investors; (b) undisclosed facts that are the subject of rumours, even if the rumours are widely circulated; or (c) information that has been entrusted to Rio Tinto Personnel on a confidential basis until a public announcement of the information has been made and enough time has elapsed for the market to respond to a public announcement of the information. LSE London Stock Exchange. MAR Market Abuse Regulation (EU) 596/2014 (as amended) NYSE New York Stock Exchange. PCA A person closely associated with a PDMR, being: (a) a family member (meaning a spouse, civil partner, or dependent children or stepchildren of the PDMR or a relative who has shared the same household as the PDMR for at least one year on the date of Dealing) or (b) a company, trust, partnership or entity: • which is managed by the PDMR or a family member; • which is directly or indirectly controlled by the PDMR or a family member; • which is set up for the benefit of the PDMR or a family member; or • the economic interests of which are substantially equivalent to the PDMR’s or a family member’s.


 
Securities Dealing Policy Page 10 of 10 PDMR A Person discharging managerial responsibilities in respect of the Company as defined in MAR, which includes a director of the Company or any other employee of the Company who has been told that they are a PDMR. For the purposes of this Policy the term PDMR includes a Key Management Personnel (KMP). A KMP has the meaning given in the Australian accounting standards, being those persons having authority and responsibility for planning, directing and controlling the `activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company. All PDMRs are Restricted Persons for the purposes of this Policy. Permanent Restricted Person As defined in section 6.1. Post Trading Notif ication As defined in section 14.7. Policy As defined in section 2.1. Project Restricted Pearson As defined in section 6.1. Restricted Person As defined in section 6.1. Results Restricted Person As defined in section 6.1. Rio Tinto Rio Tinto Limited and Rio Tinto plc. Rio Tinto Group, Group As defined in section 2.1. Rio Tinto Personnel As defined in section 2.1. Rio Tinto Securities Securities issued by Rio Tinto. SEC US Securities and Exchange Commission. Securities Any publicly traded or quoted securities of any company, including Rio Tinto Group, or any other financial products or instruments, whether quoted or not, and any securities that are convertible into or linked to such securities. These include, but not limited to: (a) shares or/and other securities equivalent to shares issues, including the Rio Tinto ADRs; (b) options, awards or rights to shares or other securities equivalent to shares; (c) bonds and other forms of securitised debt; and (d) securitised debt convertible or exchangeable into shared or into other securities equivalent to shares.


 

Exhibit 12.1
CERTIFICATION

I, Jakob Stausholm, certify that:

1.I have reviewed this annual report on Form 20-F for the fiscal year ended December 31, 2024 of Rio Tinto plc (“the Company”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4.The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the Company and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
    
(c)    Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5.The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarise and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

/s/ Jakob Stausholm
Chief Executive
Date: 20 February 2025



CERTIFICATION

I, Peter Cunningham, certify that:

1.I have reviewed this annual report on Form 20-F for the fiscal year ended December 31, 2024 of Rio Tinto plc (“the Company”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4.The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the Company and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
    
(c)    Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5.The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarise and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

/s/ Peter Cunningham
Chief Financial Officer
Date: 20 February 2025



CERTIFICATION

I, Jakob Stausholm, certify that:

1.I have reviewed this annual report on Form 20-F for the fiscal year ended December 31, 2024 of Rio Tinto Limited (“the Company”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4.The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the Company and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
    
(c)    Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5.The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarise and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

/s/ Jakob Stausholm
Chief Executive
Date: 20 February 2025





CERTIFICATION

I, Peter Cunningham, certify that:

1.I have reviewed this annual report on Form 20-F for the fiscal year ended December 31, 2024 of Rio Tinto Limited (“the Company”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4.The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the Company and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
    
(c)    Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5.The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarise and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

/s/ Peter Cunningham
Chief Financial Officer
Date: 20 February 2025



Exhibit 13.1

Certification
Pursuant to Rule 13a-14(b) of the Exchange Act


Pursuant to Rule 13a-14(b) of the Exchange Act and Section 1350 of chapter 63 of Title 18, United States Code, each of the undersigned officers of Rio Tinto plc, registered in England and Wales (the “Company”), hereby certifies, to such officer’s knowledge, that:

The Annual Report on Form 20-F for the year ended 31 December 2024 (the “Report”) of the Company fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of the Company.

/s/ Jackob Stausholm/s/ Peter Cunningham
Name:Jakob StausholmName:Peter Cunningham
Title:Chief ExecutiveTitle:Chief Financial Officer
Date:20 February 2025Date: 20 February 2025

The foregoing certification is not deemed filed for purpose of Section 18 of the Exchange Act and not incorporated by reference in any filing under the Securities Act.




Certification
Pursuant to Rule 13a-14(b) of the Exchange Act


Pursuant to Rule 13a-14(b) of the Exchange Act and Section 1350 of chapter 63 of Title 18, each of the undersigned officers of Rio Tinto Limited, registered in Victoria, Australia, (the “Company”), hereby certifies, to such officer’s knowledge, that:

The Annual Report on Form 20-F for the year ended 31 December 2024 (the “Report”) of the Company fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and the information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of the Company.

/s/ Jakob Stausholm/s/ Peter Cunningham
Name:Jakob StausholmName:Peter Cunningham
Title:Chief ExecutiveTitle:Chief Financial Officer
Date:20 February 2025Date: 20 February 2025

The foregoing certification is not deemed filed for purpose of Section 18 of the Exchange Act and not incorporated by reference with any filing under the Securities Act.




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Exhibit 15.1

Consent of Independent Registered Public Accounting Firms
We consent to the incorporation by reference in the registration statements on Form F-3 of Rio Tinto plc (No. 333-271670), Rio Tinto Limited (No. 333-271670-01), Rio Tinto Finance (USA) Inc. (No. 333-271670-02), Rio Tinto Finance (USA) plc (No. 333-271670-03), and Rio Tinto Finance (USA) Limited (No. 333-271670-04) and in the registration statements on Form S-8 of Rio Tinto plc (Nos. 333-184397 and 333-224907), and Rio Tinto Limited (No. 333-224907-01) of our report dated February 20, 2025 with respect to the consolidated financial statements of the Rio Tinto Group (comprising Rio Tinto plc and Rio Tinto Limited, together with their subsidiaries) and the effectiveness of internal control over financial reporting.



/s/ KPMG LLP/s/ KPMG
KPMG LLPKPMG
London, United KingdomPerth, Australia
February 20, 2025February 20, 2025
KPMG, an Australian partnership and KPMG LLP, a UK limited liability partnership, are member firms of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by Guarantee.

KPMG Australia’s liability limited by a scheme approved under Professional Standards Legislation.



Exhibit 16.1

Disclosure of Mine Safety and Health Administration (“MSHA”) Safety Data

Rio Tinto plc and Rio Tinto Limited (together, “Rio Tinto” or the “Company”) maintain a comprehensive health and safety program that includes extensive training for all employees and contractors, site inspections, emergency response preparedness, crisis communications training, incident investigation, regulatory compliance training and process auditing.

Rio Tinto’s U.S. mining operations are subject to MSHA regulation under the U.S. Federal Mine Safety and Health Act of 1977 (the “Mine Act”). MSHA inspects Rio Tinto’s mines on a regular basis and issues various citations and orders when it believes a violation has occurred under the Mine Act. Whenever MSHA issues a citation or order, it also generally proposes a civil penalty, or fine, related to the alleged violation.

The following disclosures are provided pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”), which requires certain disclosures by companies required to file periodic reports under the Securities Exchange Act of 1934 that operate mines regulated under the Mine Act. The disclosures reflect Rio Tinto’s U.S. mining operations only as the requirements of the Act do not apply to its mines operated outside the U.S.

The information in the table below reflects citations and orders MSHA issued to Rio Tinto during the year ended 31 December 2024 as reflected in Rio Tinto’s records. The data in Rio Tinto’s system may not match or reconcile with the data MSHA maintains on its public website. In evaluating this information, consideration should also be given to factors such as: (i) the number of citations and orders may vary depending on the size and operation of the mine, (ii) the number of citations issued may vary from inspector to inspector and mine to mine, and (iii) citations and orders may be contested and appealed, and in that process, may be reduced in severity and amount, and may be dismissed.

Mine / Contract or ID number1
Mine or Operating Name
Section 104 Significant and Substantial Citations2
Section 104(b) Orders3
Section 104(d) Citations and Orders4
Section 110(b)(2) Violations5
Section 107(a) Orders6
Total dollar value of MSHA assessments proposed7
Total number of Mining Related FatalitiesReceived Notice of Pattern of Violations Under Section 104(e) yes/noNotice of Potential to Have Pattern under section 104(e) yes/no
Legal Actions Pending as of Last Day of Period8
Categories of Pending Legal Actions (i-vii)9
Legal Actions Initiated During PeriodLegal Actions Resolved During Period
4200149Kennecott Utah Copper LLC (Bingham Canyon Mine)310100$153,1660NoNo2(i)20
4201996Kennecott Utah Copper LLC (Copperton Concentrator)40000$19,5440NoNo0n/a00
400743U.S. Borax Inc. (Boron)
170000$63,5720NoNo0n/a00
402834U.S. Borax Inc. (Owens Lake)00000$00NoNo0n/a00
200152Resolution Copper Mining LLC10000$8,4840NoNo1(i)10
4201392Kennecott Keystone Underground40000$14,3030NoNo0n/a00
B5379Rio Tinto Projects*00000$00NoNo0n/a00

*An independent contractor performing services at a mine since 20 June 2017.







1    MSHA assigns an identification number to each mine or operation and may or may not assign separate identification number to related facilities. The information provided in this table is presented by mine identification number.

2    Represents the total number of citations issued by MSHA for violation of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard under section 104 of the Mine Act.

3    Represents the total number of orders issued, which represents a failure to abate a citation under section 104(b) of the Mine Act within the period prescribed by MSHA. This results in an order of immediate withdrawal from the area of the mine affected by the condition until MSHA determines that the violation has been abated.

4    Represents the total number of citation and orders issued by MSHA for unwarrantable failure to comply with mandatory health or safety standards under section 104(d) under the Mine Act.

5    Represents the total number of flagrant violations identified under section 110(b)(2) of the Mine Act.

6    Represents the total number of imminent danger orders issued under section 107(a) of the Mine Act.

7    Amounts represent the total dollar value of proposed assessments received from MSHA under the Mine Act.

8    Pending legal actions before the Federal Mine Safety and Health Review Commission (the "Commission") as required to be reported by Section 1503(a)(3) of the Act.

9The following provides additional information regarding the types or categories of proceedings that may be brought before the commission:

(i)Contest Proceedings - a contest proceeding may be filed with the Commission by an operator to challenge the issuance of a citation or order issued by MSHA;
(ii)Civil Penalty Proceedings - a civil penalty proceeding may be filed with the Commission by an operator to challenge a civil penalty MSHA has proposed for a violation contained in a citation or order;
(iii)Discrimination Proceedings - a discrimination proceeding involves a miner's allegation that he or she has suffered adverse employment action because he or she engaged in activity protected under the Mine Act, such as making a safety complaint;
(iv)Temporary Reinstatement Proceedings - a temporary reinstatement proceeding involves cases in which a miner has filed a complaint with MSHA stating that he or she has suffered discrimination and the miner has lost his or her position;
(v)Compensation Proceedings - a compensation proceeding may be filed with the Commission by miners entitled to compensation when a mine is closed by certain closure orders issued by MSHA. The purpose of the proceeding is to determine the amount of compensation if any, due to miners idled by the orders;
(vi)Applications for Temporary Relief-applications for temporary relief of any order issued under Section 104; and
(vii)Appeals.

Exhibit 17.1

Guarantors and Issuers of Guaranteed Securities

Each of the following securities issued by Rio Tinto Finance (USA) Limited, a wholly owned subsidiary of Rio Tinto Limited, is unconditionally and fully guaranteed, jointly and severally, by Rio Tinto plc and Rio Tinto Limited:

$750M7.125% Guaranteed Notes due 2033;
$350M5.200% Guaranteed Notes due 2042;
$300M5.200% Guaranteed Notes due 2042;
$500M5.200% Guaranteed Notes due 2053;
$1,250B2.750% Guaranteed Notes due 2053.

Each of the following securities issued by Rio Tinto Finance (USA) plc, a wholly owned subsidiary of Rio Tinto plc, is unconditionally and fully guaranteed, jointly and severally, by Rio Tinto plc and Rio Tinto Limited:

$650M5.000% Guaranteed Notes due 2033;
$750M4.125% Guaranteed Notes due 2042;
$500M4.750% Guaranteed Notes due 2042;
$1,100B5.125% Guaranteed Notes due 2053.