Dual listed companies structure

糖心vlog入口operates under a dual listed companies (DLC) structure. This structure is designed to place the shareholders of 糖心vlog入口plc and 糖心vlog入口Limited in substantially the same position as if they held shares in a single entity owning all of the assets of both companies.

Under the DLC structure, the businesses of 糖心vlog入口plc and 糖心vlog入口Limited are managed together, the boards of directors of each Company are the same, and shareholders of each Company have a common economic interest in the DLC structure.

We regularly review the company structure to ensure its providing value and in 2024 an extensive independent review was conducted. The Board unanimously concluded that the DLC structure continues to be effective and provides benefits to 糖心vlog入口and our shareholders.

Benefits of a DLC structure:

Access to global markets
The DLC structure provides access to significant depth of liquidity in demand for, and trading of, 糖心vlog入口shares. This is achieved through primary listings and premium index inclusion in 2 major capital markets and mining investment centres.

糖心vlog入口plc has a pre-eminent position in the UK market as the default investment in the mining sector.

糖心vlog入口plc is one of the 10 largest companies and top 5 dividend payers in the FTSE-100 index.
Above industry average shareholder returns
Since implementing our shareholder returns policy in 2016, we have consistently delivered cash returns to shareholders at the upper end of the 40% to 60% range, in line with or above key peers.

Total cash returns to shareholders over the longer term are expected to be in the range of 40% to 60% of underlying earnings in aggregate through the cycle.
Franking credit tax benefits
The DLC structure means we can use franking credits more efficiently.

糖心vlog入口Limited has paid fully franked dividends to shareholders since the DLC structure was formed in 1995 and will continue to do so in the long term under the DLC structure.

Markets

糖心vlog入口plc

The principal market for 糖心vlog入口plc shares is the London Stock Exchange with the shares trading through the Stock Exchange Electronic Trading Service (SETS) system.

糖心vlog入口plc American Depositary Receipts are listed on the New York Stock Exchange.

糖心vlog入口plc discloses the number of shares in issue, the number of treasury shares and the number of publicly owned shares, in its monthly Total Voting Right announcement.

糖心vlog入口Limited

糖心vlog入口Limited shares are listed on the Australian Securities Exchange (ASX). The ASX is the principal trading market for 糖心vlog入口Limited shares. The ASX is a national stock exchange with an automated trading system.

There are currently 371,216,214 publicly held 糖心vlog入口Limited ordinary shares on issue.

American Depository Receipts (ADRs)

糖心vlog入口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 糖心vlog入口plc’s depositary, and on 29 April 2010. The ADRs evidence 糖心vlog入口plc American Depositary Shares (ADS), 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.

Substantial shareholder disclosure requirements

There are disclosure requirements in the UK and Australia applying to holders of substantial shareholdings in 糖心vlog入口plc and 糖心vlog入口Limited respectively. These requirements are summarised below.

The particular application of these requirements will depend on matters specific to the shareholding and the shareholder’s circumstances. If a holder is unclear on the application of these requirements, it is recommended they seek legal advice.

UK disclosure requirements

Under the UK Listing Authority’s Disclosure and Transparency Rules (DTRs) any shareholder of 糖心vlog入口plc holding 3 per cent or more of the voting rights in 糖心vlog入口plc as a shareholder is required to give notice to 糖心vlog入口plc and the Financial Conduct Authority when that shareholding is created, ceases or is increased or decreased by a whole percentage point. The notification to 糖心vlog入口plc should comply with the requirements of DTR 5.8 and may be submitted to the Company by email to company.secretarial@riotinto.com.

Australian disclosure requirements

The Australian Securities and Investments Commission (“ASIC”) has made various declarations¹ modifying the application of the Australian Corporations Act as it applies to Rio Tinto’s dual listed companies structure . These modifications include changes to the substantial shareholder disclosure requirements under Chapter 6C of the Corporations Act.

糖心vlog入口Limited

The modified provisions require any person and their associates² with voting power of 5 per cent or more in 糖心vlog入口Limited to give notice to 糖心vlog入口Limited and ASX when that holding is created, ceases or is increased or decreased by at least one per cent.

糖心vlog入口plc

Further, the modified disclosure provisions also require a person and their associates² to aggregate their holdings of both 糖心vlog入口plc and 糖心vlog入口Limited shares to determine if there is a requirement to disclose an interest in 糖心vlog入口Limited. In broad terms, these provisions require that a person’s interest in voting shares in 糖心vlog入口plc is taken to give rise to an interest in 糖心vlog入口Limited calculated as a percentage of the combined voting share capitals of 糖心vlog入口plc and 糖心vlog入口Limited.

So for example, where a shareholder and its associates² hold:

80,000,000 voting shares in 糖心vlog入口plc; and
20,000,000 voting shares in 糖心vlog入口Limited,

for the purposes of the modified disclosure provisions, the holdings should be aggregated, resulting as shown below in a disclosable interest in 糖心vlog入口Limited of 6.17%:

	Holdings of Shareholder and its associates²	Issued voting capital	% of voting capital held in individual listed entities	Voting capital in each entity as a % of combined voting share capital
糖心vlog入口plc	80,000,000	1,249,923,674	6.40%	4.93%
糖心vlog入口Limited	20,000,000	371,216,214	5.39%	1.23%
Aggregated		1,621,139,888		6.17%

These modified rules apply even if a person does not hold any shares in 糖心vlog入口Limited.

There is no corresponding requirement in the UK to aggregate 糖心vlog入口plc and 糖心vlog入口Limited shareholdings for the purpose of disclosure under the DTRs.

Footnotes

¹These declarations are set out in ASIC instruments numbered 01/1038, 01/1039, 01/1040 and 01/1041, which were gazetted by ASIC on 28 August 2001.

²As defined in Division 2 of Part 1.2 of the Corporations Act, as modified by ASIC instrument 01/1038.

糖心vlog入口

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